MIDDLEBY Corp
For the period ended Mar 29, 2025. Filed May 8, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 29, 2025 · Filed May 8, 2025
MIDD$136.50+4.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-28; filed 2024-11-07.
0000769520-24-000040
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-29; filed 2025-05-08.
0000769520-25-000016
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 52 previous paragraphs and 38 current paragraphs.
13 unchanged; 17 reworded; 8 added; 17 removed; 5 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
Proposed Separation Transaction
Current report
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.
Current report
The current domestic and international political environment have contributed to uncertainty surrounding the future state of the global economy. Recent significant trade policy and tariff actions by the U.S. government and many other countries are creating significant uncertainty and potential risks for the company. The tariffs imposed to date have increased the cost of certain raw materials and components, and while the company is actively exploring opportunities to mitigate these increased costs, there can be no assurance of the company’s ability to offset the impact of these tariffs, fully or at all. Furthermore, the imposition of retaliatory tariffs from other countries on the company's exported products could negatively affect demand and future sales volumes. The long-term effects of current and future tariffs and any future trade policy changes on the global economy and the industries in which the company operates remain uncertain and could have a material adverse effect on our financial statements in any particular reporting period. Even in light of such headwinds, we remain focused on delivering strong financial results and executing on our long-term strategy and profitability objectives, as well as continuing to identify operational efficiencies in all aspects of our business.
Current report
•Net sales of the Commercial Foodservice Equipment Group decreased by $18.7 million, or 3.2%, to $562.7 million in the three months period ended March 29, 2025, as compared to $581.4 million in the prior year period. Excluding the acquisition of Emery Thompson, net sales decreased $20.8 million, or 3.6% at the Commercial Foodservice Equipment Group. Excluding the impact of foreign exchange, net sales decreased $16.2 million, or 2.8%. Domestically, the company realized a sales decrease of $11.8 million, or 2.8%, to $413.9 million, as compared to $425.7 million in the prior year period. Excluding the acquisition, the net decrease in domestic sales was $13.9 million, or 3.3%. The decrease in domestic sales is related to slower market conditions particularly with lower chain customer store traffic and replacement demand. International sales decreased $6.9 million, or 4.4%, to $148.8 million, as compared to $155.7 million in the prior year period. Excluding the impact of foreign exchange, the net sales decrease in international sales was $2.3 million, or 1.5%. The decrease in international sales is related to market conditions, primarily in the Latin American market.
Current report
•Net sales of the Food Processing Equipment Group decreased by $3.7 million, or 2.2%, to $167.9 million in the three months period ended March 29, 2025, as compared to $171.6 million in the prior year period. Net sales from the acquisitions of GBT GmbH Bakery, MaxMac, JC Ford and Gorreri, accounted for an increase of $20.3 million during the three months period ended March 29, 2025. Excluding the impact of foreign exchange and acquisitions, net sales decreased $22.2 million, or 12.9%, at the Food Processing Equipment Group. Domestically, the company realized a sales decrease of $10.6 million, or 10.2%, to $93.2 million, as compared to $103.8 million in the prior year period. Excluding acquisitions, the net decrease in domestic sales was $19.5 million, or 18.8%. The decrease in domestic sales was driven by lower sales volumes in both the protein and bakery products. International sales increased $6.9 million, or 10.2%, to $74.7 million, as compared to $67.8 million in the prior year period. Excluding the impact of foreign exchange and acquisitions, the net sales decrease in international sales was $2.7 million, or 4.0%. The decrease in international sales is primarily related to slow market conditions in the Asian markets within the bakery group.
Current report
•Net sales of the Residential Kitchen Equipment Group increased by $2.1 million, or 1.2%, to $176.0 million in the three months period ended March 29, 2025, as compared to $173.9 million in the prior year period. Excluding the impact of foreign exchange, net sales increased $3.5 million, or 2.0% at the Residential Kitchen Equipment Group. Domestically, the company realized a sales increase of $5.9 million, or 5.5%, to $112.9 million, as compared to $107.0 million in the prior year period. The increase in domestic sales was primarily driven by growth in the Outdoor products. International sales decreased $3.8 million, or 5.7%, to $63.1 million, as compared to $66.9 million in the prior year period. Excluding the impact of foreign exchange, the net sales decrease in international sales was $2.4 million, or 3.6%. The decrease in international sales was primarily driven by slow market conditions in the European market.
Current report
•Gross profit at the Commercial Foodservice Equipment Group increased by $4.5 million, or 2.0%, to $232.3 million in the three months period ended March 29, 2025, as compared to $227.8 million in the prior year period. Excluding the acquisition of Emery Thompson, gross profit increased by$3.3 million. The impact of foreign exchange rates decreased gross profit by approximately $1.7 million. The gross margin rate increased to 41.3%, as compared to 39.2% in the prior year period, related to profitability initiatives and product mix. The gross margin rate, excluding the impact of foreign exchange and the acquisition, was 41.2%.
Current report
•Gross profit at the Residential Kitchen Equipment Group increased by $2.2 million, or 4.3%, to $53.4 million in the three months period ended March 29, 2025, as compared to $51.2 million in the prior year period. The impact of foreign exchange rates decreased gross profit by approximately $0.3 million. Gross profit increased related to higher sales volume and benefits from cost reduction initiatives. The gross margin rate increased to 30.3%, as compared to 29.4% in the prior year period. The gross margin rate excluding the impact of foreign exchange was 30.3%.
Removed paragraphs (17)
Previous report
Inflation and Interest Rate Environment
Previous report
decisions led to increased interest rates in 2023 and into the first quarter of 2024, which combined with global macroeconomic uncertainty, has and may continue to impact customer demand. The Federal Reserve cut interest rates in the third quarter of 2024, the first in a string of cuts expected into 2025. Interest rates and global macroeconomic uncertainty has and may continue to impact customer demand across our businesses. Even in light of such headwinds, we remain focused on delivering strong financial results and executing on our long-term strategy and profitability objectives.
Previous report
•Net sales of the Commercial Foodservice Equipment Group decreased by $33.9 million, or 5.3%, to $600.1 million in the three months period ended September 28, 2024, as compared to $634.0 million in the prior year period. Excluding the impact of foreign exchange, net sales decreased $33.5 million, or 5.3%, at the Commercial Foodservice Equipment Group. Domestically, the company realized a sales decrease of $39.0 million, or 8.5%, to $419.5 million, as compared to $458.5 million in the prior year period. The decrease in domestic sales is related to slow market conditions. International sales increased $5.1 million, or 2.9%, to $180.6 million, as compared to $175.5 million in the prior year period. Excluding the impact of foreign exchange, net sales increase in international sales was $5.5 million, or 3.1%. The increase in international sales is related to improvements in market conditions, primarily in the European and Latin American markets.
Previous report
•Net sales of the Food Processing Equipment Group increased by $2.8 million, or 1.7%, to $169.5 million in the three months period ended September 28, 2024, as compared to $166.7 million in the prior year period. Net sales from the acquisitions of GBT GmbH Bakery and MaxMac, acquired February 7, 2024 and April 19, 2024, respectively, accounted for an increase of $1.4 million during the three months period ended September 28, 2024. Excluding the impact of foreign exchange and acquisitions, net sales increased $1.1 million, or 0.7%, at the Food Processing Equipment Group. Domestically, the company realized a sales decrease of $7.7 million, or 6.9%, to $103.4 million, as compared to $111.1 million in the prior year period. Excluding acquisitions, the net decrease in domestic sales was $7.7 million, or 6.9%. International sales increased $10.5 million, or 18.9%, to $66.1 million, as compared to $55.6 million in the prior year period. Excluding the impact of foreign exchange and acquisitions, the net sales increase in international sales was $8.8 million, or 15.8%. The increase in international sales is primarily related to growth in the European markets.
Previous report
•Net sales of the Residential Kitchen Equipment Group decreased by $6.8 million, or 3.8%, to $173.2 million in the three months period ended September 28, 2024, as compared to $180.0 million in the prior year period. Excluding the impact of the acquisition of Trade-Wind, acquired August 1, 2023, net sales decreased $7.0 million, or 3.9%. Excluding the impact of foreign exchange and acquisition, net sales decreased $8.1 million, or 4.5% at the Residential Kitchen Equipment Group. Domestically, the company realized a sales decrease of $3.6 million, or 3.1%, to $112.9 million, as compared to $116.5 million in the prior year period. Excluding the acquisition, the net decrease in domestic sales was $3.8 million, or 3.3%. International sales decreased $3.2 million, or 5.0%, to $60.3 million, as compared to $63.5 million in the prior year period. Excluding the impact of foreign exchange, the net sales decrease in international sales was $4.3 million, or 6.8%. The decrease in net sales is primarily driven by challenging market conditions domestically and in the European markets.
Previous report
•Gross profit at the Commercial Foodservice Equipment Group decreased by $18.5 million, or 7.2%, to $236.8 million in the three months period ended September 28, 2024, as compared to $255.3 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately $0.1 million. The gross margin rate decreased to 39.5%, as compared to 40.3% in the prior year period related to lower sales volumes. The gross margin rate, excluding the impact of foreign exchange was 39.4%.
Previous report
•Gross profit at the Residential Kitchen Equipment Group decreased by $1.7 million, or 3.1%, to $52.8 million in the three months period ended September 28, 2024, as compared to $54.5 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately $0.4 million. Excluding the acquisition, gross profit decreased by $1.8 million related to lower sales volume. The gross margin rate increased to 30.5%, as compared to 30.3% in the prior year period. The gross margin rate excluding the acquisition and the impact of foreign exchange was 30.4%.
Previous report
Nine Months Ended September 28, 2024 as compared to Nine Months Ended September 30, 2023
Previous report
NET SALES. Net sales for the nine months period ended September 28, 2024 decreased by $166.7 million, or 5.5%, to $2,861.3 million as compared to $3,028.0 million in the nine months period ended September 30, 2023. Net sales increased by $8.8 million, or 0.3%, from the fiscal 2023 acquisitions of Flavor Burst, Blue Sparq, Filtration Automation, Terry, and Trade-Wind and the fiscal 2024 acquisitions of GBT GmbH Bakery and MaxMac. Excluding acquisitions, net sales decreased $175.5 million, or 5.8%, from the prior year period. The impact of foreign exchange rates on foreign sales translated into U.S. Dollars for the nine months period ended September 28, 2024 increased net sales by approximately $2.7 million. Excluding the impact of foreign exchange and acquisitions, sales decreased 5.9% for the nine months period ended September 28, 2024 as compared to the prior year period, including a net sales decrease of 4.5% at the Commercial Foodservice Equipment Group, a net sales decrease of 4.3% at the Food Processing Equipment Group and a net sales decrease of 11.7% at the Residential Kitchen Equipment Group.
Previous report
•Net sales of the Commercial Foodservice Equipment Group decreased by $83.8 million, or 4.4%, to $1,809.8 million in the nine months period ended September 28, 2024, as compared to $1,893.6 million in the prior year period. Net sales from the acquisitions of Flavor Burst, Blue Sparq, and Terry which were acquired on January 24, 2023, April 3, 2023 and July 5, 2023, respectively, accounted for an increase of $1.5 million during the nine months period ended September 28, 2024. Excluding the impact of acquisitions, net sales of the Commercial Foodservice Equipment Group decreased $85.3 million, or 4.5%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales decreased $84.6 million, or 4.5%, at the Commercial Foodservice Equipment Group. Domestically, the company realized a sales decrease of $97.5 million, or 7.0%, to $1,288.4 million, as compared to $1,385.9 million in the prior year period. This includes an increase of $1.4 million from recent acquisitions. Excluding acquisitions, the net decrease in domestic sales was $98.9 million, or 7.1%, as compared to the prior year period. The decrease in domestic sales is related to slow market conditions. International sales increased $13.7 million, or 2.7%, to $521.4 million, as compared to $507.7 million in the prior year period. This includes an increase of $0.1 million from the recent acquisitions, offset by a decrease of $0.7 million related to the unfavorable impact of foreign exchange rates. Excluding the impact of foreign exchange and acquisitions, the net sales increase in international sales was $14.3 million, or 2.8%. The increase in international revenues is related to improvements in market conditions, primarily in the European and Latin American markets.
Previous report
•Net sales of the Food Processing Equipment Group decreased by $17.3 million, or 3.3%, to $511.6 million in the nine months period ended September 28, 2024, as compared to $528.9 million in the prior year period. Net sales from the acquisitions of Filtration Automation, GBT GmbH Bakery, and MaxMac acquired June 13, 2023, February 7, 2024, and April 19, 2024, respectively, accounted for an increase of $5.1 million during the nine months period ended September 28, 2024. Excluding the impact of acquisitions, net sales of the Food Processing Equipment Group decreased $22.4 million, or 4.2%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales decreased $22.9 million, or 4.3%, at the Food Processing Equipment Group. Domestically, the company realized a sales decrease of $39.8 million, or 11.2%, to $315.1 million, as compared to $354.9 million in the prior year period. This includes an increase of $2.6 million from recent acquisitions. Excluding acquisitions, the net decrease in domestic sales was $42.4 million, or 11.9%, as compared to the prior year period. The decrease in domestic sales is driven primarily by protein products. International sales increased $22.5 million, or 12.9%, to $196.5 million, as compared to $174.0 million in the prior year period. This includes an increase of $2.5 million from the recent acquisitions and an increase of $0.5 million related to the favorable impact of foreign exchange rates. Excluding the impact of foreign exchange and acquisitions, the net sales increase in international sales was $19.5 million, or 11.2%. The increase in international sales reflects growth driven primarily by bakery and protein products in the European markets.
Previous report
•Net sales of the Residential Kitchen Equipment Group decreased by $65.6 million, or 10.8%, to $539.9 million in the nine months period ended September 28, 2024, as compared to $605.5 million in the prior year period. Excluding the impact of the acquisition of Trade-Wind, net sales decreased $67.8 million, or 11.2%. Excluding the impact of foreign exchange and acquisition, net sales decreased $70.7 million, or 11.7%, at the Residential Kitchen Equipment Group. Domestically, the company realized a sales decrease of $50.5 million, or 12.8%, to $344.7 million, as compared to $395.2 million in the prior year period. Excluding the acquisition, the net sales of the Residential Kitchen Equipment Group decreased $52.7 million, or 13.3%, as compared to the prior year period. International sales decreased $15.1 million, or 7.2%, to $195.2 million, as compared to $210.3 million in the prior year period. This includes an increase of $2.9 million related to the favorable impact of foreign exchange rates. Excluding the impact of foreign exchange, the net sales decrease in international sales was $18.0 million, or 8.6%. The decrease in net sales was primarily driven by challenging market conditions domestically and in the European markets.
Previous report
GROSS PROFIT. Gross profit decreased to $1,081.4 million in the nine months period ended September 28, 2024 as compared to $1,147.3 million in the prior year period, primarily driven by lower sales volumes at the Commercial Foodservice Equipment Group and Residential Kitchen Equipment Group. The impact of foreign exchange rates increased gross profit by approximately $1.2 million. The gross margin rate was 37.8% in the nine months period ended September 28, 2024 as compared to 37.9% in the nine months period ended September 30, 2023.
Previous report
•Gross profit at the Commercial Foodservice Equipment Group decreased by $37.4 million, or 4.9%, to $719.3 million in the nine months period ended September 28, 2024, as compared to $756.7 million in the prior year period. Gross profit from the acquisitions of Flavor Burst, Blue Sparq, and Terry increased gross profit by $0.8 million. Excluding acquisitions, gross profit decreased by $38.2 million related to lower sales volume. The impact of foreign exchange rates decreased gross profit by approximately $0.2 million. The gross margin rate decreased to 39.7%, as compared to 40.0% in the prior year period. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 39.7%.
Previous report
•Gross profit at the Food Processing Equipment Group increased by $3.0 million, or 1.5%, to $199.8 million in the nine months period ended September 28, 2024, as compared to $196.8 million in the prior year period. Gross profit from the acquisitions of Filtration Automation, GBT GmbH Bakery, and MaxMac increased gross profit by $2.4 million. Excluding acquisitions, gross profit increased by $0.6 million. The impact of foreign exchange rates increased gross profit by approximately $0.4 million. The gross profit margin rate increased to 39.1%, as compared to 37.2% in the prior year period, primarily related to improved product mix. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 38.9%.
Previous report
•Gross profit at the Residential Kitchen Equipment Group decreased by $33.4 million, or 17.2%, to $161.0 million in the nine months period ended September 28, 2024, as compared to $194.4 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately $1.0 million. Excluding the acquisition, gross profit decreased by $34.5 million related to lower sales volume. The gross margin rate decreased to 29.8%, as compared to 32.1% in the prior year period. The gross margin rate, excluding the acquisitions and the impact of foreign exchange, was 29.7%.
Previous report
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general and administrative expenses decreased to $584.1 million in the nine months period ended September 28, 2024, as compared to $615.4 million in the nine months period ended September 30, 2023. As a percentage of net sales, selling, general, and administrative expenses were 20.4% in the nine months period ended September 28, 2024, as compared to 20.3% in the nine months period ended September 30, 2023.
Reworded paragraphs (17)
Previous wording
Special Notes Regarding Forward-Looking Statements
Current wording
Special Note Regarding Forward-Looking Statements
Previous wording
This report contains forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The company cautions readers that these projections are based upon future results or events and are highly dependent upon a variety of important factors which could cause such results or events to differ materially from any forward-looking statements which may be deemed to have been made in this report, or which are otherwise made by or on behalf of the company. Such factors include, but are not limited to, volatility in earnings resulting from goodwill impairment losses which may occur irregularly and in varying amounts; variability in financing costs and interest rates; quarterly variations in operating results; dependence on key customers; international exposure; foreign exchange and political risks affecting international sales; unfavorable tax law changes and tax authority rulings; ability to protect trademarks, copyrights and other intellectual property; cybersecurity attacks and other breaches in security; changing market conditions, including inflation; 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; the company's continued ability to realize profitable growth through the sourcing and completion of strategic acquisitions; and other risks detailed herein and from time-to-time in the company’s SEC filings, including the company’s 2023 Annual Report on Form 10-K. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this report are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, the company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Current wording
This report contains forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The company cautions readers that these projections are based upon future results or events and are highly dependent upon a variety of important factors which could cause such results or events to differ materially from any forward-looking statements which may be deemed to have been made in this report, or which are otherwise made by or on behalf of the company. Such factors include, but are not limited to, the possibility that the proposed spin-off of the company’s Food Processing business will not be consummated within the anticipated time period or at all and that the company may not realize all or any of the expected benefits of the spin-off; volatility in earnings resulting from goodwill impairment losses, which may occur irregularly and in varying amounts; variability in financing costs and interest rates; quarterly variations in operating results; dependence on key customers; international exposure; risks associated with the company’s foreign operations, including foreign exchange, tariffs and political risks affecting international sales; unfavorable tax law changes and tax authority rulings; ability to protect trademarks, copyrights and other intellectual property; cybersecurity attacks and other breaches in security; changing market conditions, including inflation; the impact of competitive products and pricing; the impact of announced management and organizational changes; the state of the residential construction, housing and home improvement markets; the state of the credit markets, including mortgages, home equity loans and consumer credit; intense competition in the company's business segments including the impact of both new and established global competitors; the timely development and market acceptance of the company’s products; the availability and cost of raw materials; the company's continued ability to realize profitable growth through the sourcing and completion of strategic acquisitions; and other risks detailed herein and from time-to-time in the company’s SEC filings, including the company’s 2024 Annual Report on Form 10-K. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this report are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, the company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Previous wording
The company has been negatively impacted by inflation in wages, logistics, energy, raw materials and component costs. Price increases and pricing strategies have been implemented to mitigate the impact of cost inflation on margins and the company continues to actively monitor costs. High inflation and uncertainty surrounding the Federal Reserve's interest rate policy
Current wording
In addition to tariffs, the company has been negatively impacted by inflation in wages, logistics, energy, raw materials and component costs. Price increases and pricing strategies have been implemented to mitigate the impact of cost inflation on margins and the company continues to actively monitor costs. Consumer demand has and may continue to be impacted by higher inflation levels and uncertainty surrounding the Federal Reserve’s interest rate policy decisions, as rates remained unchanged during the quarter.
Previous wording
The company continues to actively monitor global supply chain, labor and logistics constraints, which have had a negative impact on the company's ability to source parts and complete and ship units. While the company is seeing improvement on certain supply chain and logistics constraints, supply chains for certain key components remain distressed. The decreased availability of resources and inflationary costs have resulted in heightened inventory levels. To combat these pressures, the company has evaluated alternative sourcing, dual sourcing and collaborated across the organization, where appropriate, without materially presenting new risks or increasing current risks around quality and reliability. Our capital resources have been and the company expects they will continue to be sufficient to address these challenges.
Current wording
The company continues to actively monitor global supply chain, labor and logistics constraints, which have had a negative impact on the company's ability to source parts and complete and ship units. While the company is seeing improvement on certain supply chain and logistics constraints, supply chains for certain key components remain distressed and uncertain given trade policy and tariff actions. The decreased availability of resources and inflationary costs have resulted in heightened inventory levels. To combat these pressures, the company has evaluated alternative sourcing, dual sourcing and collaborated across the organization, where appropriate, without materially presenting new risks or increasing current risks around quality and reliability. Our capital resources have been and the company expects they will continue to be sufficient to address these challenges.
Previous wording
NET SALES. Net sales for the three months period ended September 28, 2024 decreased by $37.9 million or 3.9% to $942.8 million as compared to $980.7 million in the three months period ended September 30, 2023. Net sales increased by $1.6 million, or 0.2%, from the fiscal 2023 acquisition of Trade-Wind and the fiscal 2024 acquisitions of GBT GmbH Bakery and MaxMac. Excluding acquisitions, net sales decreased $39.5 million, or 4.0%, from the prior year period. The impact of foreign exchange rates on foreign sales translated into U.S. Dollars for the three months period ended September 28, 2024 increased net sales by approximately $1.0 million or 0.1%. Excluding the impact of foreign exchange and acquisitions, sales decreased 4.1% for the three months period ended September 28, 2024 as compared to the prior year period, including a net sales decrease of 5.3% at the Commercial Foodservice Equipment Group, a net sales increase of 0.7% at the Food Processing Equipment Group and a net sales decrease of 4.5% at the Residential Kitchen Equipment Group.
Current wording
NET SALES. Net sales for the three months period ended March 29, 2025 decreased by $20.3 million or 2.2% to $906.6 million as compared to $926.9 million in the three months period ended March 30, 2024. Net sales increased by $22.4 million, or 2.4%, from the fiscal 2024 acquisitions of GBT Gmb H Bakery, MaxMac, Emery Thompson, JC Ford and Gorreri. Excluding acquisitions, net sales decreased $42.7 million, or 4.6%, from the prior year period. The impact of foreign exchange rates on foreign sales translated into U.S. Dollars for the three months period ended March 29, 2025 decreased net sales by approximately $7.8 million or 0.8%. Excluding the impact of foreign exchange and acquisitions, sales decreased 3.8% for the three months period ended March 29, 2025 as compared to the prior year period, including a net sales decrease of 2.8% at the Commercial Foodservice Equipment Group, a net sales decrease of 12.9% at the Food Processing Equipment Group and a net sales increase of 2.0% at the Residential Kitchen Equipment Group.
Previous wording
GROSS PROFIT. Gross profit decreased to $355.4 million in the three months period ended September 28, 2024, as compared to $375.3 million in the prior year period, primarily driven by lower sales volumes. The impact of foreign exchange rates increased gross profit by approximately $0.8 million. The gross margin rate was 37.7% in the three months period ended September 28, 2024, as compared to 38.3% in the prior year period.
Current wording
GROSS PROFIT. Gross profit decreased to $345.9 million in the three months period ended March 29, 2025, as compared to $346.4 million in the prior year period, primarily driven by lower sales volumes. The impact of foreign exchange rates decreased gross profit by approximately $2.7 million. The gross margin rate was 38.2% in the three months period ended March 29, 2025, as compared to 37.4% in the prior year period.
Previous wording
•Gross profit at the Food Processing Equipment Group decreased by $0.2 million, or 0.3%, to $66.2 million in thethree months period ended September 28, 2024, as compared to $66.4 million in the prior year period. Gross profit from the acquisitions of GBT GmbH Bakery and MaxMac increased gross profit by $0.4 million. The impact of foreign exchange rates increased gross profit by approximately $0.3 million. Excluding the acquisitions, gross profit decreased by $0.6 million. The gross profit margin rate decreased to 39.1%, as compared to 39.8% in the prior year period, primarily related to product mix. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 39.0%.
Current wording
•Gross profit at the Food Processing Equipment Group decreased by $5.6 million, or 8.4%, to $61.0 million in thethree months period ended March 29, 2025, as compared to $66.6 million in the prior year period. Gross profit from the acquisitions of GBT GmbH Bakery, MaxMac, JC Ford and Gorreri increased gross profit by $6.9 million. The impact of foreign exchange rates decreased gross profit by approximately $0.7 million. Excluding the acquisitions and the impact of foreign exchange rates, gross profit decreased by $11.8 million. The gross profit margin rate decreased to 36.3%, as compared to 38.8% in the prior year period, primarily related to lower sales volumes and product mix. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 36.7%.
Previous wording
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general and administrative expenses decreased to $179.5 million in the three months period ended September 28, 2024, as compared to $196.4 million in the three months period ended September 30, 2023. As a percentage of net sales, selling, general, and administrative expenses were 19.0% in the three months period ended September 28, 2024 as compared to 20.0% in the three months period ended September 30, 2023.
Current wording
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general and administrative expenses decreased to $202.6 million in the three months period ended March 29, 2025, as compared to $206.0 million in the three months period ended March 30, 2024. As a percentage of net sales, selling, general, and administrative expenses were 22.4% in the three months period ended March 29, 2025 as compared to 22.2% in the three months period ended March 30, 2024.
Previous wording
Selling, general and administrative expenses reflect increased costs of $4.4 million associated with acquisitions, including $0.5 million of intangible amortization expense. Selling, general and administrative expenses decreased $14.9 million related to reduced compensation costs including commissions, $9.5 million related to professional fees, $8.5 million related to intangible amortization expense and $4.6 million for contingent consideration, offset by a $1.3 million increase in marketing and advertising costs. Foreign exchange rates had an unfavorable impact of $0.6 million.
Current wording
Selling, general and administrative expenses reflect increased costs of $5.7 million associated with acquisitions, including $1.3 million of intangible amortization expense. Selling, general and administrative expenses decreased $7.2 million related to reduced compensation costs including commissions and stock based compensation and $2.7 million related to intangible amortization expense. This was partially offset by an increase in strategic transaction costs of $3.5 million. Foreign exchange rates had a favorable impact of $2.0 million.
Previous wording
RESTRUCTURING EXPENSES. Restructuring expenses decreased $1.9 million to $2.5 million for the three months period ended September 28, 2024, as compared to $4.4 million for the three months period ended September 30, 2023. Restructuring expenses in the three months period ended September 28, 2024 related primarily to headcount reductions and facility consolidations within all three segments. Restructuring expenses in the three months period ended September 30, 2023 related primarily to headcount reductions and facility consolidations within the Residential Kitchen Equipment Group and Commercial Foodservice Group.
Current wording
RESTRUCTURING EXPENSES. Restructuring expenses decreased $0.5 million to $2.7 million for the three months period ended March 29, 2025, as compared to $3.2 million for the three months period ended March 30, 2024. Restructuring expenses in the three months period ended March 29, 2025 related primarily to headcount reductions and facility consolidations within the Residential Kitchen Equipment Group and Commercial Foodservice Group. Restructuring expenses in the three months period ended March 30, 2024 related primarily to headcount reductions and facility consolidations within all three segments.
Previous wording
NON-OPERATING EXPENSES. Interest and deferred financing amortization costs were $21.4 million in the three months period ended September 28, 2024, as compared to $31.1 million in the prior year period, primarily reflecting the decrease in net debt levels. Net periodic pension benefit (other than service costs) increased $1.8 million to $3.9 million in the three months period ended September 28, 2024, as compared to $2.1 million in the prior year period related to the slight decrease in discount rate used to calculate the interest cost and increase in expected return on assets as a result of the higher asset value. Other expense was $1.2 million in the three months period ended September 28, 2024, as compared to other expense of $1.1 million in the prior year period and consists mainly of foreign exchange gains and losses.
Current wording
NON-OPERATING EXPENSES. Interest and deferred financing amortization costs were $18.4 million in the three months period ended March 29, 2025, as compared to $26.3 million in the prior year period, primarily reflecting the decrease in net debt levels. Net periodic pension benefit (other than service costs) decreased $2.2 million to $1.5 million in the three months period ended March 29, 2025, as compared to $3.7 million in the prior year period, related to the increase in discount rate used to calculate the interest cost and decrease in expected return on assets as a result of the lower asset value and slightly lower assumed return on assets than in prior years. Other expense was $2.3 million in the three months period ended March 29, 2025, as compared to other income of $0.3 million in the prior year period and consists mainly of net foreign exchange gains and losses.
Previous wording
INCOME TAXES. A tax provision of $40.5 million, at an effective rate of 26.2%, was recorded during the three months period ended September 28, 2024, as compared to $35.7 million at an effective rate of 24.8%, in the prior year period. The effective tax rate for thethree months period ended September 28, 2024 is higher than the U.S. statutory tax rate of 21% primarily due to state taxes and foreign tax rate differentials.
Current wording
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 $28.3 million at an effective rate of 24.6%, in the prior year period. The effective tax rate for thethree months period ended March 29, 2025 is higher than the U.S. statutory tax rate of 21% primarily due to state taxes and foreign tax rate differentials.
Previous wording
Total cash and cash equivalents increased by $358.5 million to $606.0 million at September 28, 2024 from $247.5 million at December 30, 2023. Total debt amounted to $2.4 billion at September 28, 2024 and December 30, 2023.
Current wording
Total cash and cash equivalents increased by $55.6 million to $745.1 million at March 29, 2025 from $689.5 million at December 28, 2024. Total debt amounted to $2.4 billion at March 29, 2025 and December 28, 2024.
Previous wording
OPERATING ACTIVITIES. Net cash provided by operating activities after changes in assets and liabilities amounted to $447.1 million as compared to $373.1 million in the prior year.
Current wording
OPERATING ACTIVITIES. Net cash provided by operating activities after changes in assets and liabilities amounted to $141.1 million as compared to $140.9 million in the prior year.
Previous wording
During the nine months period ended September 28, 2024, working capital changes meaningfully impacted operating cash flows primarily driven by a decrease in accounts receivable of $31.4 million due to lower sales levels, decreased inventory levels of $33.1 million. These were offset by a $41.7 million decrease in accrued expenses and other liabilities related to impacts from the timing of payments of various customer and incentive programs.
Current wording
During the three months period ended March 29, 2025, working capital changes impacted operating cash flows primarily driven by increased inventory levels of $28.7 million, offset by an decrease in prepaid expenses and other assets of $19.3 million due to impacts from the timing of payments and status of over-time revenue contracts, an increase in accounts payable of $19.1 million and an increase of $11.1 million in accrued expenses and other liabilities, including impacts from the timing of payments made for taxes, various customer programs and incentive programs.
Previous wording
INVESTING ACTIVITIES. During the nine months period ended September 28, 2024, net cash used for investing activities amounted to $44.0 million. Cash used to fund acquisitions amounted to $7.8 million. Additionally, $36.2 millionwas expended, primarily for upgrades of production equipment and manufacturing facilities.
Current wording
INVESTING ACTIVITIES. During the three months period ended March 29, 2025, net cash used for investing activities amounted to $34.8 million. This included $33.7 millionto upgrade production equipment and manufacturing facilities.
Previous wording
FINANCING ACTIVITIES. Net cash flows used for financing activities amounted to $45.8 million during the nine months period ended September 28, 2024. The company’s borrowing activities during 2024 included $21.9 million of net repayments under its Credit Facility. Additionally, during 2024, the company used $18.3 million to repurchase 118,026 shares of Middleby common stock that were surrendered to the company for withholding taxes related to restricted stock vestings.
Current wording
FINANCING ACTIVITIES. Net cash flows used for financing activities amounted to $57.1 million during the three months period ended March 29, 2025. The company’s borrowing activities during 2025 included $10.9 million of net repayments under its Credit Facility. Additionally, during the first quarter of 2025, the company repurchased $42.8 million of Middleby common stock shares. This was comprised of $13.6 million to repurchase 81,548 shares of Middleby common stock that were surrendered to the company for withholding taxes related to restricted stock vestings and $29.2 million used to repurchase shares of its common stock under a repurchase program.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
Supply Chain, Labor and Logistics Constraints
Previous report — wording carried elsewhere
Selling, general and administrative expenses reflect increased costs of $0.9 million associated with acquisitions, including less than $0.1 million of intangible amortization expense. Selling, general and administrative expenses decreased $9.1 million related to reduced compensation costs including commissions, $5.4 million related to professional fees, and $3.9 million related to intangible amortization expense. Foreign exchange rates had an unfavorable impact of $0.1 million.
Previous report — wording carried elsewhere
RESTRUCTURING EXPENSES. Restructuring expenses decreased $0.7 million to $11.0 million in the nine months period ended September 28, 2024 from $11.7 million in the nine months period ended September 30, 2023. Restructuring expenses in the nine months period ended September 28, 2024 related primarily to headcount reductions and facility consolidations within all three segments. Restructuring expenses in the nine months period ended September 30, 2023 related primarily to headcount reductions and facility consolidations within the Residential Kitchen Equipment Group and Commercial Foodservice Equipment Group.
Previous report — wording carried elsewhere
NON-OPERATING EXPENSES. Interest and deferred financing amortization costs were $72.2 million in the nine months period ended September 28, 2024, as compared to $92.1 million in the prior year period, reflecting the decrease in net debt levels. Net periodic pension benefit (other than service costs) increased $4.3 million to $11.2 million in the nine months period ended September 28, 2024, as compared to $6.9 million in the prior year period related to the decrease in discount rate used to calculate the interest cost and increase in expected return on assets as a result of the higher asset value. Other expense was $1.0 million in the nine months period ended September 28, 2024, as compared to other expense of $2.6 million in the prior year period and consists mainly of foreign exchange gains and losses.
Previous report — wording carried elsewhere
INCOME TAXES. A tax provision of $108.2 million, at an effective rate of 25.5%, was recorded during the nine months period ended September 28, 2024, as compared to $107.9 million at an effective rate of 24.9%, in the prior year period. The effective tax rate for the nine months period ended September 28, 2024 is higher than the U.S. statutory tax rate of 21% primarily due to state taxes and foreign tax rate differentials.