MIDDLEBY Corp
For the period ended Jun 28, 2025. Filed Aug 7, 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.
Jun 28, 2025 · Filed Aug 7, 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 2025-03-29; filed 2025-05-08.
0000769520-25-000016
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-28; filed 2025-08-07.
0000769520-25-000025
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 38 previous paragraphs and 53 current paragraphs.
19 unchanged; 16 reworded; 14 added; 3 removed; 0 previous and 4 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 (14)
Current report
•Net sales of the Residential Kitchen Equipment Group decreased by $11.7 million, or 6.1%, to $181.1 million in the three months period ended June 28, 2025, as compared to $192.8 million in the prior year period. Excluding the impact of foreign exchange, net sales decreased $15.0 million, or 7.8% at the Residential Kitchen Equipment Group. Domestically, the company realized a sales decrease of $13.7 million, or 11.0%, to $111.1 million, as compared to $124.8 million in the prior year period. International sales increased $2.0 million, or 2.9%, to $70.0 million, as compared to $68.0 million in the prior year period. Excluding the impact of foreign exchange, the decrease in international sales was $1.3 million, or 1.9%. The decrease in domestic and international sales is primarily driven by slow market conditions and outdoor products facing headwinds given low orders from retailers due to higher tariffs from China.
Current report
•Gross profit at the Commercial Foodservice Equipment Group decreased by $13.4 million, or 5.4%, to $234.2 million in the three months period ended June 28, 2025, as compared to $247.6 million in the prior year period. Excluding the acquisition of Emery Thompson, gross profit decreased by$14.6 million. The impact of foreign exchange rates increased gross profit by approximately $1.0 million. The gross margin rate decreased to 40.3%, as compared to 40.6% in the prior year period, primarily driven by lower sales volumes. The gross margin rate, excluding the impact of foreign exchange and the acquisition, was 40.3%.
Current report
•Gross profit at the Residential Kitchen Equipment Group decreased by $1.8 million, or 3.2%, to $55.2 million in the three months period ended June 28, 2025, as compared to $57.0 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately $1.2 million. Gross profit decreased related to lower sales volume. The gross margin rate increased to 30.5%, as compared to 29.6% in the prior year period, primarily related to benefits from cost reduction initiatives. The gross margin rate excluding the impact of foreign exchange was 30.4%.
Current report
Selling, general and administrative expenses reflect increased costs of $5.3 million associated with acquisitions, including $0.9 million of intangible amortization expense. Selling, general and administrative expenses increased $6.6 million due to strategic transaction costs and $3.8 million in professional fees. This was partially offset by a decrease in intangible amortization of $1.9 million. Foreign exchange rates had an unfavorable impact of $1.6 million.
Current report
On July 4, 2025, P.L. 119-21, commonly known as the One Big Beautiful Bill Act, was enacted into law in the United States. The company is currently evaluating the tax law changes and does not expect a material impact to its effective tax rate.
Current report
Six Months Ended June 28, 2025 as compared to Six Months Ended June 29, 2024
Current report
•Net sales of the Commercial Foodservice Equipment Group decreased by $47.9 million, or 4.0%, to $1,143.3 million in the six months period ended June 28, 2025, as compared to $1,191.2 million in the prior year period. Excluding the acquisition of Emery Thompson, net sales of the Commercial Foodservice Equipment Group decreased $52.4 million, or 4.4%, as compared to the prior year period. Excluding the impact of foreign exchange and the acquisition, net sales decreased $49.7 million, or 4.2%, at the Commercial Foodservice Equipment Group. Domestically, the company realized a sales decrease of $41.0 million, or 4.7%, to $826.4 million, as compared to $867.4 million in the prior year period. Excluding the acquisition, the decrease in domestic sales was $45.4 million, or 5.2%, as compared to the prior year period. 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 2.1%, to $316.9 million, as compared to $323.8 million in the prior year period. Excluding the impact of foreign exchange and the acquisition, the decrease in international sales was $4.3 million, or 1.3%. The decrease in international sales is related to slow market conditions, primarily in the Latin American and Asian markets.
Current report
•Net sales of the Food Processing Equipment Group increased by $23.5 million, or 6.5%, to $384.1 million in the six months period ended June 28, 2025, as compared to $360.6 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 $49.4 million during the six months period ended June 28, 2025. Excluding the impact of acquisitions, net sales of the Food Processing Equipment Group decreased $25.9 million, or 7.2%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales decreased $27.7 million, or 7.7%, at the Food Processing Equipment Group. Domestically, the company realized a sales increase of $4.9 million, or 2.3%, to $218.1 million, as compared to $213.2 million in the prior year period. This includes an increase of $23.3 million from acquisitions. Excluding acquisitions, the decrease in domestic sales was $18.4 million, or 8.6%, as compared to the prior year period. The decrease in domestic sales is driven primarily by protein products. International sales increased $18.6 million, or 12.6%, to $166.0 million, as compared to $147.4 million in the prior year period. This includes an increase of $26.1 million from acquisitions and an increase of $1.8 million related to the favorable impact of foreign exchange rates. Excluding the impact of foreign exchange and acquisitions, the sales decrease in international sales was $9.3 million, or 6.3%. The decrease in international sales reflects slower market conditions in the European and Asian markets.
Current report
•Net sales of the Residential Kitchen Equipment Group decreased by $9.6 million, or 2.6%, to $357.1 million in the six months period ended June 28, 2025, as compared to $366.7 million in the prior year period. Excluding the impact of foreign exchange, net sales decreased $11.5 million, or 3.1%, at the Residential Kitchen Equipment Group. Domestically, the company realized a sales decrease of $7.8 million, or 3.4%, to $224.0 million, as compared to $231.8 million in the prior year period. International sales decreased $1.8 million, or 1.3%, to $133.1 million, as compared to $134.9 million in the prior year period. Excluding the impact of foreign exchange, the net sales decrease in international sales was $3.7 million, or 2.7%. The decrease in net sales is primarily driven by challenging market conditions domestically and in the European markets.
Current report
GROSS PROFIT. Gross profit decreased to $717.2 million in the six months period ended June 28, 2025 as compared to $726.0 million in the prior year period, primarily driven by lower sales volumes. The impact of foreign exchange rates increased gross profit by approximately $1.1 million. The gross margin rate was 38.1% in the six months period ended June 28, 2025, as compared to 37.8% in the six months period ended June 29, 2024.
Current report
•Gross profit at the Commercial Foodservice Equipment Group decreased by $9.1 million, or 1.9%, to $466.4 million in the six months period ended June 28, 2025, as compared to $475.5 million in the prior year period. Excluding the acquisition of Emery Thompson, gross profit decreased by $11.6 million related to lower sales volume. The impact of foreign exchange rates decreased gross profit by approximately $0.7 million. The gross margin rate increased to 40.8%, as compared to 39.9% in the prior year period, primarily related to profitability initiatives. The gross margin rate, excluding the acquisition and the impact of foreign exchange, was 40.7%.
Current report
•Gross profit at the Food Processing Equipment Group increased by $1.2 million, or 0.9%, to $141.9 million in the six months period ended June 28, 2025, as compared to $140.7 million in the prior year period. Gross profit from the acquisitions of GBT GmbH Bakery, MaxMac, JC Ford, and Gorreri increased gross profit by $16.8 million. Excluding acquisitions, gross profit decreased by $15.6 million due to lower sales volume and product mix. The impact of foreign exchange rates increased gross profit by approximately $1.0 million. The gross profit margin rate decreased to 36.9%, as compared to 39.0% in the prior year period, primarily related to product mix. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 37.3%.
Current report
•Gross profit at the Residential Kitchen Equipment Group increased by $0.3 million, or 0.3%, to $108.5 million in the six months period ended June 28, 2025, as compared to $108.2 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately $0.8 million. The gross margin rate increased to 30.4%, as compared to 29.5% in the prior year period, primarily related to benefits from cost reduction initiatives. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 30.3%.
Current report
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general and administrative expenses increased to $416.2 million in the six months period ended June 28, 2025, as compared to $404.6 million in the six months period ended June 29, 2024. As a percentage of net sales, selling, general, and administrative expenses were 22.1% in the six months period ended June 28, 2025, as compared to 21.1% in the six months period ended June 29, 2024.
Removed paragraphs (3)
Previous 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.
Previous 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%.
Previous 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%.
Reworded paragraphs (16)
Previous wording
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 wording
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 first half of 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.
Previous 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.
Current wording
NET SALES. Net sales for the three months period ended June 28, 2025 decreased by $13.7 million or 1.4% to $977.9 million, as compared to $991.6 million in the three months period ended June 29, 2024. Net sales increased by $31.6 million, or 3.2%, from the fiscal 2024 acquisitions of MaxMac, Emery Thompson, JC Ford and Gorreri. Excluding acquisitions, net sales decreased $45.3 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 June 28, 2025 increased net sales by approximately $8.7 million or 0.9%. Excluding the impact of foreign exchange and acquisitions, sales decreased 5.4% for the three months period ended June 28, 2025 as compared to the prior year period, including a net sales decrease of 5.5% at the Commercial Foodservice Equipment Group, a net sales decrease of 2.9% at the Food Processing Equipment Group and a net sales decrease of 7.8% at the Residential Kitchen Equipment Group.
Previous wording
•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 wording
•Net sales of the Commercial Foodservice Equipment Group decreased by $29.2 million, or 4.8%, to $580.6 million in the three months period ended June 28, 2025, as compared to $609.8 million in the prior year period. Excluding the acquisition of Emery Thompson, net sales decreased $31.6 million, or 5.2%, at the Commercial Foodservice Equipment Group. Excluding the impact of foreign exchange and the acquisition, net sales decreased $33.5 million, or 5.5%. Domestically, the company realized a sales decrease of $29.1 million, or 6.6%, to $412.6 million, as compared to $441.7 million in the prior year period. Excluding the acquisition, the decrease in domestic sales was $31.4 million, or 7.1%. The decrease in domestic sales is related to slower market conditions particularly with lower chain customer store traffic and replacement demand. International sales decreased $0.1 million, or 0.1%, to $168.0 million, as compared to $168.1 million in the prior year period. Excluding the impact of foreign exchange and the acquisition, the decrease in international sales was $2.1 million, or 1.2%. The decrease in international sales is related to slow market conditions, primarily in the Latin American and Asian markets.
Previous wording
•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 wording
•Net sales of the Food Processing Equipment Group increased by $27.2 million, or 14.4%, to $216.2 million in the three months period ended June 28, 2025, as compared to $189.0 million in the prior year period. Net sales from the acquisitions of MaxMac, JC Ford and Gorreri, accounted for an increase of $29.2 million during the three months period ended June 28, 2025. Excluding the impact of foreign exchange and acquisitions, net sales decreased $5.5 million, or 2.9%, at the Food Processing Equipment Group. Domestically, the company realized a sales increase of $15.6 million, or 14.3%, to $125.0 million, as compared to $109.4 million in the prior year period. Excluding acquisitions, the increase in domestic sales was $1.2 million, or 1.1%. The increase in domestic sales is primarily driven by higher sales volumes within bakery products. International sales increased $11.6 million, or 14.6%, to $91.2 million, as compared to $79.6 million in the prior year period. Excluding the impact of foreign exchange and acquisitions, the decrease in international sales was $6.7 million, or 8.4%. The decrease in international sales is primarily related to slower market conditions in the European markets within protein products and Asian markets within bakery products.
Previous 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.
Current wording
GROSS PROFIT. Gross profit decreased to $371.3 million in the three months period ended June 28, 2025, as compared to $379.6 million in the prior year period, primarily driven by lower sales volumes. The impact of foreign exchange rates increased gross profit by approximately $3.8 million. The gross margin rate was 38.0% in the three months period ended June 28, 2025, as compared to 38.3% in the prior year period.
Previous 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%.
Current wording
•Gross profit at the Food Processing Equipment Group increased by $6.7 million, or 9.0%, to $80.9 million in thethree months period ended June 28, 2025, as compared to $74.2 million in the prior year period. Gross profit from the acquisitions of MaxMac, JC Ford and Gorreri increased gross profit by $9.8 million. The impact of foreign exchange rates increased gross profit by approximately $1.6 million. Excluding the impact of foreign exchange rates and acquisitions, gross profit decreased by$4.7 million. The gross profit margin rate decreased to 37.4%, as compared to 39.3% in the prior year period, primarily related to lower sales volumes and product mix. The gross margin rate, excluding the impact of foreign exchange and acquisitions, was 37.9%.
Previous 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.
Current wording
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general and administrative expenses increased to $213.6 million in the three months period ended June 28, 2025, as compared to $198.6 million in the three months period ended June 29, 2024. As a percentage of net sales, selling, general, and administrative expenses were 21.9% in the three months period ended June 28, 2025 as compared to 20.0% in the three months period ended June 29, 2024.
Previous 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.
Current wording
RESTRUCTURING EXPENSES. Restructuring expenses decreased $3.1 million to $2.3 million for the three months period ended June 28, 2025, as compared to $5.4 million for the three months period ended June 29, 2024. Restructuring expenses in the three months period ended June 28, 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 June 29, 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 $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.
Current wording
NON-OPERATING EXPENSES. Interest and deferred financing amortization costs were $19.8 million in the three months period ended June 28, 2025, as compared to $24.6 million in the prior year period, primarily reflecting the decrease in interest rates and net debt levels. Net periodic pension benefit (other than service costs) decreased $2.1 million to $1.6 million in the three months period ended June 28, 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 $4.1 million in the three months period ended June 28, 2025, as compared to $0.1 million in the prior year period and consists mainly of net foreign exchange gains and losses.
Previous 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.
Current wording
INCOME TAXES. A tax provision of $27.0 million, at an effective rate of 20.3%, was recorded during the three months period ended June 28, 2025, as compared to $39.4 million at an effective rate of 25.4%, in the prior year period. During the three months period ended June 28, 2025, the effective tax rate was less than the prior year period due to discrete tax benefits associated with internal restructuring. The effective tax rate for thethree months period ended June 28, 2025, when excluding the internal restructuring tax benefit, is higher than the U.S. statutory tax rate of 21% primarily due to state taxes and foreign tax rate differentials.
Previous 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.
Current wording
Selling, general and administrative expenses reflect increased costs of $11.0 million associated with acquisitions, including $2.3 million of intangible amortization expense. Selling, general and administrative expenses decreased $8.4 million related to reduced compensation costs including commissions and stock based compensation, and $4.6 million related to intangible amortization expense. This was offset by increased strategic costs of $10.1 million and $2.3 million related to professional fees. Foreign exchange rates had a favorable impact of $0.3 million.
Previous 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.
Current wording
Total cash and cash equivalents decreased by $178.0 million to $511.5 million at June 28, 2025 from $689.5 million at December 28, 2024. Total debt amounted to $2.4 billion at June 28, 2025 and December 28, 2024.
Previous 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.
Current wording
OPERATING ACTIVITIES. Net cash provided by operating activities after changes in assets and liabilities amounted to $263.1 million as compared to $290.4 million in the prior year.
Previous 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.
Current wording
During the six months period ended June 28, 2025, working capital changes impacted operating cash flows primarily driven by increased inventory levels of $21.4 million, an increase in prepaid expenses and other assets of $20.7 million due to impacts from the timing of tax payments and status of over-time revenue contracts, an increase in accounts payable of $17.7 million and a decrease of $15.6 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 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.
Current wording
INVESTING ACTIVITIES. During the six months period ended June 28, 2025, net cash used for investing activities amounted to $59.3 million. Cash used to fund acquisitions and an investment amounted to $4.6 million. Additionally, $54.7 million was expended, primarilyto upgrade production equipment and manufacturing facilities.
Previous 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.
Current wording
FINANCING ACTIVITIES. Net cash flows used for financing activities amounted to $403.5 million during the six months period ended June 28, 2025. The company’s borrowing activities during 2025 included $21.9 million of net repayments under its Credit Facility. Additionally, during 2025, the company repurchased $365.7 million of Middleby common stock shares. This was comprised of $13.8 million to repurchase 82,984 shares of Middleby common stock that were surrendered to the company for withholding taxes related to restricted stock vestings and $351.9 million used to repurchase 2,412,734 shares of its common stock under a repurchase program.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
NET SALES. Net sales for the six months period ended June 28, 2025 decreased by $34.0 million, or 1.8%, to $1,884.5 million, as compared to $1,918.5 million in the six months period ended June 29, 2024. Net sales increased by $53.9 million, or 2.8%, from the fiscal 2024 acquisitions of GBT GmbH Bakery, MaxMac, Emery Thompson, JC Ford and Gorreri. Excluding acquisitions, net sales decreased $87.9 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 six months period ended June 28, 2025 increased net sales by approximately $1.0 million. Excluding the impact of foreign exchange and acquisitions, sales decreased 4.6% for the six months period ended June 28, 2025 as compared to the prior year period, including a net sales decrease of 4.2% at the Commercial Foodservice Equipment Group, a net sales decrease of 7.7% at the Food Processing Equipment Group and a net sales decrease of 3.1% at the Residential Kitchen Equipment Group.
Current report — wording carried from elsewhere
RESTRUCTURING EXPENSES. Restructuring expenses decreased $3.5 million to $5.0 million in the six months period ended June 28, 2025 from $8.5 million in the six months period ended June 29, 2024. Restructuring expenses in the six months period ended June 28, 2025 related primarily to headcount reductions and facility consolidations within the Residential Kitchen Equipment Group and Commercial Foodservice Equipment Group. Restructuring expenses in the six months period ended June 29, 2024 related primarily to headcount reductions and facility consolidations within all three segments.
Current report — wording carried from elsewhere
NON-OPERATING EXPENSES. Interest and deferred financing amortization costs were $38.2 million in the six months period ended June 28, 2025, as compared to $50.8 million in the prior year period, primarily reflecting the decrease in interest rates. Net periodic pension benefit (other than service costs) decreased $4.3 million to $3.1 million in the six months period ended June 28, 2025, as compared to $7.4 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 $6.4 million in the six months period ended June 28, 2025, as compared to other income of $0.2 million in the prior year period and consists mainly of foreign exchange gains and losses.
Current report — wording carried from elsewhere
INCOME TAXES. A tax provision of $56.1 million, at an effective rate of 22.1%, was recorded during the six months period ended June 28, 2025, as compared to $67.7 million at an effective rate of 25.1%, in the prior year period. During the six months period ended June 28, 2025, the effective tax rate was less than the prior period ending due to discrete tax benefits associated with internal restructuring. The effective tax rate for the six months period ended June 28, 2025, when excluding the internal restructuring tax benefit, is higher than the U.S. statutory tax rate of 21% primarily due to state taxes and foreign tax rate differentials.