MIDDLEBY Corp

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, 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.

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 outcome of our strategic review; 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

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.

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. Recently announced interest rate cuts are expected to reduce demand headwinds in the long term; however consumer demand in the near term has and may continue to be impacted by higher inflation levels and uncertainty surrounding the Federal Reserve’s future interest rate policy decisions.

Previous 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.

Current wording

NET SALES. Net sales for the three months period ended September 27, 2025 increased by $39.3 million or 4.2% to $982.1 million, as compared to $942.8 million in the three months period ended September 28, 2024. Net sales increased by $30.8 million, or 3.3%, from the fiscal 2024 acquisitions of Emery Thompson, JC Ford, and Gorreri and the fiscal 2025 acquisitions of Frigomeccanica and Oka. Excluding acquisitions, net sales increased $8.5 million, or 0.9%, 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 27, 2025 increased net sales by approximately $9.8 million or 1.0%. Excluding the impact of foreign exchange and acquisitions, sales decreased 0.1% for the three months period ended September 27, 2025 as compared to the prior year period, including a net sales increase of 1.6% at the Commercial Foodservice Equipment Group, a net sales decrease of 5.6% at the Food Processing Equipment Group and a net sales decrease of 0.6% at the Residential Kitchen Equipment Group.

Previous 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.

Current wording

•Net sales of the Food Processing Equipment Group increased by $23.4 million, or 13.2%, to $201.3 million in the three months period ended September 27, 2025, as compared to $177.9 million in the prior year period. Net sales from the acquisitions of JC Ford, Gorreri, Frigomeccanica and Oka, accounted for an increase of $29.1 million during the three months period ended September 27, 2025. Excluding the impact of foreign exchange and acquisitions, net sales decreased $9.9 million, or 5.6%, at the Food Processing Equipment Group. Domestically, the company realized a sales increase of $16.3 million, or 15.6%, to $120.8 million, as compared to $104.5 million in the prior year period. Excluding acquisitions, the increase in domestic sales was $1.0 million, or 1.0%. The increase in domestic sales is primarily driven by higher sales volumes of protein products. International sales increased $7.1 million, or 9.7%, to $80.5 million, as compared to $73.4 million in the prior year period. Excluding the impact of foreign exchange and acquisitions, the decrease in international sales was $10.9 million, or 14.9%. The decrease in international sales is primarily related to slower market conditions in the European markets for the sale of protein products and Asian markets for the sale of bakery products.

Previous 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.

Current wording

GROSS PROFIT. Gross profit increased to $361.3 million in the three months period ended September 27, 2025, as compared to $355.4 million in the prior year period, primarily driven by higher sales volumes. The impact of foreign exchange rates increased gross profit by approximately $3.7 million. The gross margin rate was 36.8% in the three months period ended September 27, 2025, as compared to 37.7% in the prior year period, primarily impacted by tariffs and product mix.

Previous 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%.

Current wording

•Gross profit at the Food Processing Equipment Group decreased by $0.2 million, or 0.3%, to $69.0 million in thethree months period ended September 27, 2025, as compared to $69.2 million in the prior year period. Gross profit from the acquisitions of JC Ford, Gorreri, Frigomeccanica and Oka increased gross profit by $6.2 million. The impact of foreign exchange rates increased gross profit by approximately $1.3 million. Excluding the impact of foreign exchange rates and acquisitions, gross profit decreased by$7.7 million. The gross profit margin rate decreased to 34.3%, as compared to 38.9% in the prior year period, primarily related to tariffs and product mix. The gross margin rate, excluding the impact of foreign exchange and acquisitions, was 36.6%.

Previous wording

•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 wording

•Gross profit at the Residential Kitchen Equipment Group increased by $1.5 million, or 2.8%, to $54.3 million in the three months period ended September 27, 2025, as compared to $52.8 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately $1.1 million. Gross profit increased related to higher sales volume. The gross margin rate increased to 31.1%, as compared to 30.5% in the prior year period, primarily related to product mix and benefits from cost reduction initiatives, offset by tariffs. The gross margin rate excluding the impact of foreign exchange was 30.9%.

Previous 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.

Current wording

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general and administrative expenses increased to $203.6 million in the three months period ended September 27, 2025, as compared to $179.5 million in the three months period ended September 28, 2024. As a percentage of net sales, selling, general, and administrative expenses were 20.6% in the three months period ended September 27, 2025 as compared to 19.0% in the three months period ended September 28, 2024.

Previous wording

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 wording

Selling, general and administrative expenses reflect increased costs of $7.1 million associated with acquisitions, including $1.3 million of intangible amortization expense. Selling, general and administrative expenses reflect increases in strategic transaction costs of $5.9 million, professional fees of $2.5 million, advertising and trade shows of $3.8 million, commissions of $2.0 million, contingent consideration of $1.8 million and travel expenses of $1.7 million; offset by a decrease of $2.9 million in combined compensation costs and share-based compensation. Foreign exchange rates had an unfavorable impact of $2.2 million.

Previous 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.

Current wording

RESTRUCTURING EXPENSES. Restructuring expenses increased $0.3 million to $2.8 million for the three months period ended September 27, 2025, as compared to $2.5 million for the three months period ended September 28, 2024. Restructuring expenses in the three months period ended September 27, 2025 related primarily to headcount reductions and facility consolidations within the Residential Kitchen Equipment Group. Restructuring expenses in the three months period ended September 28, 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 $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.

Current wording

NON-OPERATING EXPENSES. Interest and deferred financing amortization costs were $25.1 million in the three months period ended September 27, 2025, as compared to $21.4 million in the prior year period, primarily reflecting the increase in interest rates and net debt levels. Net periodic pension benefit decreased $2.3 million to $1.6 million in the three months period ended September 27, 2025, as compared to $3.9 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 $1.1 million in the three months period ended September 27, 2025, as compared to $1.2 million in the prior year period and consists mainly of net foreign exchange gains and losses.

Previous 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.

Current wording

INCOME TAXES. A tax benefit of $(66.0) million, at an effective rate of 11.4%, was recorded during the three months period ended September 27, 2025, as compared to a tax provision of $40.5 million at an effective rate of 26.2%, in the prior year period. During the three months period ended September 27, 2025, the effective tax rate was less than the prior year period due to a portion of the impairment charges within the Residential Kitchen Equipment Group being non-deductible goodwill. The effective tax rate for thethree months period ended September 27, 2025, when excluding the impairment charges within the Residential Kitchen Equipment Group, was 23.7% and is higher than the U.S. statutory tax rate of 21% primarily due to state taxes and foreign tax rate differentials.

Previous wording

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 wording

NET SALES. Net sales for the nine months period ended September 27, 2025 increased by $5.4 million, or 0.2%, to $2,866.7 million, as compared to $2,861.3 million in the nine months period ended September 28, 2024. Net sales increased by $84.7 million, or 3.0%, from the fiscal 2024 acquisitions of GBT GmbH Bakery, MaxMac, Emery Thompson, JC Ford and Gorreri and the fiscal 2025 acquisitions of Frigomeccanica and Oka. Excluding acquisitions, net sales decreased $79.3 million, or 2.8%, 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 27, 2025 increased net sales by approximately $10.7 million. Excluding the impact of foreign exchange and acquisitions, sales decreased 3.1% for the nine months period ended September 27, 2025 as compared to the prior year period, including a net sales decrease of 2.2% at the Commercial Foodservice Equipment Group, a net sales decrease of 7.0% at the Food Processing Equipment Group and a net sales decrease of 2.3% at the Residential Kitchen Equipment Group.

Previous wording

•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 wording

•Net sales of the Commercial Foodservice Equipment Group decreased by $33.6 million, or 1.9%, to $1,749.3 million in the nine months period ended September 27, 2025, as compared to $1,782.9 million in the prior year period. Excluding the acquisition of Emery Thompson, net sales of the Commercial Foodservice Equipment Group decreased $39.7 million, or 2.2%, as compared to the prior year period. Excluding the impact of foreign exchange and the acquisition, net sales decreased $39.9 million, or 2.2%, at the Commercial Foodservice Equipment Group. Domestically, the company realized a sales decrease of $25.7 million, or 2.0%, to $1,260.1 million, as compared to $1,285.8 million in the prior year period. Excluding the acquisition, the decrease in domestic sales was $31.6 million, or 2.5%, 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 $7.9 million, or 1.6%, to $489.2 million, as compared to $497.1 million in the prior year period. Excluding the impact of foreign exchange and the acquisition, the decrease in international sales was $8.3 million, or 1.7%. 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 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 wording

•Net sales of the Food Processing Equipment Group increased by $47.0 million, or 8.7%, to $585.5 million in the nine months period ended September 27, 2025, as compared to $538.5 million in the prior year period. Net sales from the acquisitions of GBT GmbH Bakery, MaxMac, JC Ford, Gorreri, Frigomeccanica and Oka accounted for an increase of $78.6 million during the nine months period ended September 27, 2025. Excluding the impact of acquisitions, net sales of the Food Processing Equipment Group decreased $31.6 million, or 5.9%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales decreased $37.6 million, or 7.0%, at the Food Processing Equipment Group. Domestically, the company realized a sales increase of $21.3 million, or 6.7%, to $339.0 million, as compared to $317.7 million in the prior year period. This includes an increase of $38.7 million from acquisitions. Excluding acquisitions, the decrease in domestic sales was $17.4 million, or 5.5%, as compared to the prior year period. The decrease in domestic sales was driven primarily by protein products. International sales increased $25.7 million, or 11.6%, to $246.5 million, as compared to $220.8 million in the prior year period. This includes an increase of $39.9 million from acquisitions and an increase of $6.0 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 $20.2 million, or 9.1%. The decrease in international sales reflects slower market conditions in the European and Asian markets.

Previous wording

•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 wording

•Net sales of the Residential Kitchen Equipment Group decreased by $8.0 million, or 1.5%, to $531.8 million in the nine months period ended September 27, 2025, as compared to $539.9 million in the prior year period. Excluding the impact of foreign exchange, net sales decreased $12.5 million, or 2.3%, at the Residential Kitchen Equipment Group. Domestically, the company realized a sales decrease of $9.9 million, or 2.9%, to $334.8 million, as compared to $344.7 million in the prior year period. International sales increased $1.9 million, or 1.0%, to $197.1 million, as compared to $195.2 million in the prior year period. Excluding the impact of foreign exchange, the net sales decrease in international sales was $2.6 million, or 1.3%. The decrease in net sales is primarily driven by challenging market conditions domestically and in the European markets.

Previous wording

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 wording

GROSS PROFIT. Gross profit decreased to $1,078.5 million in the nine months period ended September 27, 2025 as compared to $1,081.4 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately $4.8 million. The gross margin rate was 37.6% in the nine months period ended September 27, 2025, as compared to 37.8% in the nine months period ended September 28, 2024.

Previous wording

•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 wording

•Gross profit at the Commercial Foodservice Equipment Group decreased by $4.6 million, or 0.6%, to $704.6 million in the nine months period ended September 27, 2025, as compared to $709.2 million in the prior year period. Excluding the acquisition of Emery Thompson, gross profit decreased by $8.0 million related to lower sales volume. The impact of foreign exchange rates increased gross profit by approximately $0.6 million. The gross margin rate increased to 40.3%, as compared to 39.8% in the prior year period, primarily related to profitability initiatives. The gross margin rate, excluding the acquisition and the impact of foreign exchange, was 40.2%.

Previous wording

•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 wording

•Gross profit at the Food Processing Equipment Group increased by $1.1 million, or 0.5%, to $210.9 million in the nine months period ended September 27, 2025, as compared to $209.8 million in the prior year period. Gross profit from the acquisitions of GBT GmbH Bakery, MaxMac, JC Ford, Gorreri, Frigomeccanica and Oka increased gross profit by $23.4 million. Excluding acquisitions, gross profit decreased by $22.3 million due to lower sales volume and product mix. The impact of foreign exchange rates increased gross profit by approximately $2.3 million. The gross profit margin rate decreased to 36.0%, 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 37.0%.

Previous wording

•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 wording

•Gross profit at the Residential Kitchen Equipment Group increased by $1.8 million, or 1.1%, to $162.8 million in the nine months period ended September 27, 2025, as compared to $161.0 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately $1.9 million. The gross margin rate increased to 30.6%, as compared to 29.8% in the prior year period, primarily related to product mix and benefits from cost reduction initiatives, offset by tariffs. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 30.5%.

Previous wording

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.

Current wording

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general and administrative expenses increased to $619.8 million in the nine months period ended September 27, 2025, as compared to $584.1 million in the nine months period ended September 28, 2024. As a percentage of net sales, selling, general, and administrative expenses were 21.6% in the nine months period ended September 27, 2025, as compared to 20.4% in the nine months period ended September 28, 2024.

Previous 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.

Current wording

Selling, general and administrative expenses reflect increased costs of $18.1 million associated with acquisitions, including $3.6 million of intangible amortization expense. Selling, general and administrative expenses reflects increases in strategic costs of $15.9 million, advertising and trade shows of $6.4 million, professional fees of $6.3 million, commissions of $5.7 million and travel expenses of $2.0 million. This was offset by a decrease of $15.0 million related to the combined impact of compensation costs and share-based compensation, and $5.4 million related to intangible amortization expense. Foreign exchange rates had an unfavorable impact of $1.9 million.

Previous wording

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 wording

RESTRUCTURING EXPENSES. Restructuring expenses decreased $3.2 million to $7.8 million in the nine months period ended September 27, 2025 from $11.0 million in the nine months period ended September 28, 2024. Restructuring expenses in the nine months period ended September 27, 2025 related primarily to headcount reductions and facility consolidations within the Residential Kitchen Equipment Group and Commercial Foodservice Equipment Group. Restructuring expenses in the nine months period ended September 28, 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 $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 wording

NON-OPERATING EXPENSES. Interest and deferred financing amortization costs were $63.4 million in the nine months period ended September 27, 2025, as compared to $72.2 million in the prior year period, primarily reflecting the decrease in interest rates and net debt levels. Net periodic pension benefit decreased $6.5 million to $4.7 million in the nine months period ended September 27, 2025, as compared to $11.2 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 $7.5 million in the nine months period ended September 27, 2025, as compared to other expense of $1.0 million in the prior year period and consists mainly of foreign exchange gains and losses.

Previous wording

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.

Current wording

INCOME TAXES. A tax benefit of $(9.8) million, at an effective rate of 3.0%, was recorded during the nine months period ended September 27, 2025, as compared to a tax provision of $108.2 million at an effective rate of 25.5%, in the prior year period. During the nine months period ended September 27, 2025, the effective tax rate was less than the prior period ending due to a portion of the impairment charges within the Residential Kitchen Equipment Group being non-deductible goodwill. The effective tax rate for the nine months period ended September 27, 2025, when excluding the impairment charges within the Residential Kitchen Equipment Group, was 22.6% andis 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 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.

Current wording

Total cash and cash equivalents decreased by $514.4 million to $175.1 million at September 27, 2025 from $689.5 million at December 28, 2024. Total debt decreased to $2.1 billion at September 27, 2025 from $2.4 billion at December 28, 2024.

Previous 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.

Current wording

OPERATING ACTIVITIES. Net cash provided by operating activities after changes in assets and liabilities amounted to $439.5 million as compared to $447.1 million in the prior year.

Previous 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.

Current wording

During the nine months period ended September 27, 2025, working capital changes impacted operating cash flows primarily driven by increased inventory levels of $32.9 million, an increase in prepaid expenses and other assets of $26.7 million due to impacts from the timing of tax payments and status of over-time revenue contracts, an increase in accounts payable of $28.7 million and an increase of $8.4 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 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.

Current wording

INVESTING ACTIVITIES. During the nine months period ended September 27, 2025, net cash used for investing activities amounted to $110.6 million. Cash used to fund acquisitions and investments amounted to $34.5 million. Additionally, $74.9 million was expended, primarilyto upgrade production equipment, manufacturing facilities, and investments in innovation centers.

Previous 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.

Current wording

Additionally, in 2025 the company repurchased $514.3 million of Middleby common stock shares. This was comprised of $13.9 million to repurchase 83,089 shares of Middleby common stock that were surrendered to the company for withholding taxes related to restricted stock vestings and $500.4 million used to repurchase 3,462,088 shares of its common stock under a repurchase program.

Previous wording

Management's discussion and analysis of financial condition and results of operations are based upon the company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the company to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses as well as related disclosures. On an ongoing basis, the company evaluates its estimates and judgments based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions and any such differences could be material to the company's consolidated financial statements. There have been no changes in the company's critical accounting policies, which include revenue recognition, inventories, goodwill and indefinite-life intangibles, convertible debt, pensions benefits, and income taxes, as discussed in the company's Annual Report on Form 10-K for the year ended December 28, 2024 (the “2024 Annual Report on Form 10-K”).

Current wording

Management's discussion and analysis of financial condition and results of operations are based upon the company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the company to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses as well as related disclosures. On an ongoing basis, the company evaluates its estimates and judgments based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions and any such differences could be material to the company's consolidated financial statements. There have been no changes in the company's critical accounting policies, which include revenue recognition, inventories, goodwill and indefinite-life intangibles, convertible debt, pensions benefits, and income taxes, as discussed in the company's Annual Report on Form 10-K for the year ended December 28, 2024 (the “2024 Annual Report on Form 10-K”), except for goodwill and indefinite-lived intangibles as discussed in Note 8 - Goodwill and Note 9 - Intangibles to the Condensed Consolidated Financial Statements.