Middleby (MIDD) grows Q2 revenue, completes Food Processing spin and lifts 2026 EPS outlook
Rhea-AI Filing Summary
The Middleby Corporation reported second-quarter 2026 results highlighted by net sales of $875.5 million, up 9.9% year over year and 6.4% on an organic basis. Commercial Foodservice drove growth with 8.3% organic net sales growth, while total company Adjusted EBITDA reached $193.2 million, up from $181.6 million. Adjusted EPS from continuing operations was $2.35 versus $2.20 a year ago.
The company completed the spin-off of its Food Processing business, becoming a pure-play commercial foodservice company, and repurchased 1.4 million shares (2.9% of shares outstanding) in the quarter. Net earnings from continuing operations were $54.2 million, with diluted GAAP EPS from continuing operations of $1.20, down from $1.91, reflecting higher taxes, strategic transaction costs, and equity losses of an affiliate. Net leverage was 2.4x, with net debt of $1.8 billion and borrowing availability of about $2.6 billion.
For the post-spin, Commercial Foodservice-focused business (excluding Food Processing and Residential), management expects 2026 net sales of $2.48–$2.53 billion, Adjusted EBITDA of $572–$588 million, and Adjusted EPS of $6.73–$6.89, implying growth over 2025 adjusted EPS of $6.10.
Positive
- Total company net sales grew to $875.5 million in Q2 2026 from $796.8 million in Q2 2025, with 6.4% organic growth.
- Adjusted EBITDA increased to $193.2 million from $181.6 million year over year, with a solid 22.1% margin.
- The company completed the Food Processing spin-off, positioning Middleby as a pure-play commercial foodservice company.
- Share repurchases totaled 1.4 million shares (2.9% of shares outstanding) in Q2 2026 and 3.8 million shares (7.8%) year-to-date.
- Management’s 2026 outlook for the post-spin business targets net sales of $2.48–$2.53 billion and Adjusted EPS of $6.73–$6.89, above 2025 adjusted EPS of $6.10.
- Net debt declined to $1.8 billion from $2.0 billion at fiscal 2025 year-end, with a reported net leverage ratio of 2.4x.
Negative
- Diluted GAAP EPS from continuing operations fell to $1.20 in Q2 2026 from $1.91 in Q2 2025, as net earnings from continuing operations dropped to $54.2 million from $101.7 million.
- Six-month net earnings were $4.7 million versus $198.3 million in the prior-year period, reflecting a $(134.8) million loss from discontinued operations and $28.9 million equity losses of an affiliate.
- The effective tax burden increased, with the provision for income taxes rising to $43.3 million in Q2 2026 from $25.4 million in Q2 2025.
- Free cash flow for the first six months of 2026 was $168.9 million, lower than $188.0 million in the first six months of 2025.
- Adjusted EBITDA margin from continuing operations edged down to 22.1% from 22.8% a year earlier, and Commercial Foodservice income margin declined from 23.8% to 22.8%.
Insights
Analyzing...
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q2 2026 Net Sales: $875.5 million
Q2 2026 Organic Net Sales Growth: 6.4%
Q2 2026 Adjusted EBITDA: $193.2 million
+5 more
8 metrics
Q2 2026 Net Sales
$875.5 million
Net sales for the three months ended July 4, 2026
Q2 2026 Organic Net Sales Growth
6.4%
Total company organic net sales growth versus Q2 2025
Q2 2026 Adjusted EBITDA
$193.2 million
Adjusted EBITDA from continuing operations in Q2 2026
Q2 2026 Diluted GAAP EPS (continuing ops)
$1.20
Diluted earnings per share from continuing operations in Q2 2026
Q2 2026 Adjusted EPS (continuing ops)
$2.35
Adjusted diluted EPS from continuing operations in Q2 2026
Net Debt
$1.8 billion
Net debt at end of fiscal second quarter 2026
Total Leverage Ratio
2.4x
Leverage ratio per credit agreements at Q2 2026
2026 Adjusted EPS Guidance
$6.73–$6.89
Full-year 2026 Adjusted EPS outlook for post-spin business
Key Terms
Adjusted EBITDA, organic net sales growth, discontinued operations, equity in losses of affiliate, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA of $193 million as compared to $182 million in prior year"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
organic net sales growth financial
"Organic Net Sales Growth (1)(2) | 8.3 % | | 1.3 % | | 6.4 %"
Organic net sales growth measures how much a company’s core revenue rose from its existing operations, excluding effects from buying or selling businesses and from changes in currency values. Investors use it to see whether customers are actually buying more or paying higher prices — like checking growth from the same orchard year-to-year rather than counting fruit from newly added orchards — which helps assess true demand and underlying business health.
discontinued operations financial
"will be reflected starting in Q3 2026 as the company reports the historical Food Processing results within discontinued operations"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
equity in losses of affiliate financial
"Equity in losses of affiliate, net of tax | (28,895)"
free cash flow financial
"Free cash flow | $ 89,019 | | $ 77,177"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
net leverage financial
"Q2 ending net leverage at 2.4x"
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.
Earnings Snapshot
Net sales: $875.5 million · Guidance included
quarter ended July 4, 2026
Net sales
$875.5 million
from $796.8 million in Q2 2025
Adjusted EBITDA
$193.2 million
from $181.6 million in Q2 2025
Diluted GAAP EPS from continuing operations
$1.20
from $1.91 in Q2 2025
Adjusted EPS from continuing operations
$2.35
from $2.20 in Q2 2025
Guidance
For 2026 post-spin and excluding Residential, the company projects net sales of $2.48–$2.53 billion, Adjusted EBITDA of $572–$588 million, and Adjusted EPS of $6.73–$6.89, with 7% organic growth for the year.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Middleby (MIDD) perform financially in Q2 2026?
Middleby reported Q2 2026 net sales of $875.5 million, up from $796.8 million in Q2 2025, and Adjusted EBITDA of $193.2 million versus $181.6 million. Diluted GAAP EPS from continuing operations was $1.20, while Adjusted EPS from continuing operations was $2.35.
What impact did the Food Processing spin-off have on Middleby (MIDD)?
Middleby completed the spin-off of its Food Processing business, creating Midera as a separate public company. Middleby now operates as a pure-play commercial foodservice company and will report Food Processing historical results as discontinued operations beginning in Q3 2026.
What guidance did Middleby (MIDD) provide for full year 2026?
For the post-spin company excluding Residential, Middleby expects 2026 net sales of $2.48–$2.53 billion, Adjusted EBITDA of $572–$588 million, and Adjusted EPS of $6.73–$6.89, with targeted organic growth of 7% for the year.
How strong is Middleby’s (MIDD) balance sheet and leverage after Q2 2026?
At July 4, 2026, Middleby reported net debt of $1.8 billion and a total leverage ratio of 2.4x under its credit agreements, supported by approximately $2.6 billion in borrowing availability and total assets of $5.36 billion.
What were Middleby’s (MIDD) key non-GAAP metrics in Q2 2026?
Key non-GAAP metrics included Adjusted EBITDA of $193.2 million with a 22.1% margin, Adjusted EPS from continuing operations of $2.35, and free cash flow of $89.0 million for the quarter, after $10.7 million of capital expenditures.
How did Commercial Foodservice perform for Middleby (MIDD) in Q2 2026?
Commercial Foodservice delivered net sales of $630.6 million and 8.3% organic net sales growth in Q2 2026. Segment income from continuing operations was $143.6 million, and segment Adjusted EBITDA was $162.5 million, representing a 25.8% Adjusted EBITDA margin.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-K
_____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2026
(Exact Name of Registrant as Specified in its Charter)
_____________________________
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
| Registrant's telephone number, including area code: | ||||||||
(Former Name or Former Address, if Changed Since Last Report)
_____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 | Results of Operations and Financial Condition. | ||||
On August 11, 2026, The Middleby Corporation (the “Company”) issued a press release announcing its financial results for the second quarter ended July 4, 2026. A copy of that press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) | Exhibits. | |||||||
Exhibit No. | Description | ||||
| Exhibit 99.1* | Press Release of Financial Results for the Second Quarter 2026 | ||||
| Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | ||||
* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE MIDDLEBY CORPORATION | ||||||||||||||||||||
Dated: | August 11, 2026 | By: | /s/ Brittany C. Cerwin | |||||||||||||||||
| Brittany C. Cerwin | ||||||||||||||||||||
Chief Financial Officer | ||||||||||||||||||||
1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com
The Middleby Corporation Reports Second Quarter Results
•Q2 2026 results exceeded high end of guidance range for revenue and Adjusted EBITDA
•Organic sales growth of +8% in Commercial Foodservice
•Raises FY 2026 Guidance; Revenue growth of +6-8% in Commercial Foodservice
•Food Processing Spin completed on July 6, 2026
•Repurchased 1.4 million shares (2.9% of shares outstanding) in Q2 2026 and 3.8 million shares (7.8% of shares outstanding) YTD 2026
SECOND QUARTER CONTINUING OPERATIONS HIGHLIGHTS
•All results reflect Food Processing as continuing operations, unless otherwise stated, given reporting of Food Processing historical financials under discontinued operations will be reflected starting in Q3 2026
•Net Sales of $876 million increased 10% over prior year; 6% on organic basis
•Operating income of $148 million as compared to $148 million in prior year, includes $14 million for strategic transaction costs associated with the business portfolio transformation
•Adjusted EBITDA of $193 million as compared to $182 million in prior year
•Diluted GAAP EPS of $1.20 as compared to $1.91 in prior year
•Adjusted EPS of $2.35 as compared to $2.20 in prior year
•Q2 ending net leverage at 2.4x
Elgin, Ill, August 11, 2026 - The Middleby Corporation (NASDAQ: MIDD), a global leader in commercial foodservice solutions, today reported net earnings for the second quarter of 2026.
Tim FitzGerald, CEO of the Middleby Corporation said, "The second quarter marked a transformational milestone for our company as we successfully completed the separation of our Food Processing business and launched Midera as an independent, publicly traded leader in food processing equipment. With this separation, Middleby is now a pure-play commercial foodservice company, focused on driving innovation and growth across the global foodservice industry. Throughout this transformation, we remained committed to disciplined capital allocation, repurchasing approximately 1.4 million shares, or 3% of our outstanding shares, during the second quarter and 8.7 million shares, or 16% of our outstanding shares, over the past six quarters. These actions underscore our confidence in the strength of our business and our commitment to creating long-term shareholder value.”
Tim FitzGerald continued, "We delivered strong second quarter results at our commercial foodservice business with 8% organic growth that was broad-based across channels, customer types, and regions. The strategic investments we have made in recent years are delivering results, and we continue to define the future of commercial foodservice through industry-leading innovation and customer-focused solutions. These results give us great confidence as we begin our journey as a pure-play commercial foodservice leader."
2026 Second Quarter Financial Results
All results presented are on the reported second quarter continuing operations basis, inclusive of Food Processing unless otherwise noted.
•Net sales increased 9.9% in the second quarter over the comparative prior year period. Excluding the impacts of acquisitions and foreign exchange rates, sales increased 6.4% in the second quarter over the comparative prior year period.
•A reconciliation of organic net sales (a non-GAAP measure) by segment is as follows:
| ($ in millions) | Commercial Foodservice | Food Processing | Total Company | ||||||||||||||
| Net Sales | $ | 630.6 | $ | 244.9 | $ | 875.5 | |||||||||||
| Reported Net Sales Growth | 8.6 | % | 13.3 | % | 9.9 | % | |||||||||||
| Acquisitions | — | % | 11.0 | % | 3.0 | % | |||||||||||
| Foreign Exchange Rates | 0.3 | % | 1.0 | % | 0.5 | % | |||||||||||
Organic Net Sales Growth(1)(2) | 8.3 | % | 1.3 | % | 6.4 | % | |||||||||||
| (1) Organic net sales growth defined as total sales growth excluding impact of acquisitions and foreign exchange rates. | |||||||||||||||||
| (2) Totals may be impacted by rounding. | |||||||||||||||||
•Adjusted EBITDA (a non-GAAP measure) was $193.2 million in the second quarter compared to $181.6 million in the prior year.
•A reconciliation of organic adjusted EBITDA (a non-GAAP measure) by segment is as follows:
| ($ in millions) | Commercial Foodservice | Food Processing | Total Company(1) | ||||||||||||||
| Adjusted EBITDA | $ | 162.5 | $ | 49.8 | $ | 193.2 | |||||||||||
| Adjusted EBITDA % | 25.8 | % | 20.3 | % | 22.1 | % | |||||||||||
| Acquisitions | — | % | — | % | — | % | |||||||||||
| Foreign Exchange Rates | — | % | (0.2) | % | — | % | |||||||||||
Organic Adjusted EBITDA %(2)(3) | 25.8 | % | 20.5 | % | 22.2 | % | |||||||||||
(1) Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $19.2 million. | |||||||||||||||||
| (2) Organic Adjusted EBITDA defined as Adjusted EBITDA excluding impact of acquisitions and foreign exchange rates. | |||||||||||||||||
| (3) Totals may be impacted by rounding. | |||||||||||||||||
•Operating cash flows during the second quarter amounted to $99.7 million compared to $91.8 million in the prior year. Operating cash flows during the second quarter also include $7.5 million of payments of strategic transaction costs associated with the business portfolio transformation.
•Adjusted EPS excluding Food Processing is estimated to be $1.74 for second quarter compared to $1.40 in the prior year. These are preliminary estimates and will be finalized in Q3 2026 as the company reports the historical Food Processing results within discontinued operations. The growth in Adjusted EPS includes an increase related to organic growth, benefits from share repurchases and a discrete benefit related to foreign currency as part of the separation of the Food Processing business, partially offset by higher interest costs associated with the convertible notes maturity and a higher tax rate. Please reference the guidance section of the earnings release and our earnings slides for further details.
•The total leverage ratio per our credit agreements was 2.4x. The trailing twelve-month bank agreement pro-forma EBITDA was $787.7 million. Post spin the estimated total leverage ratio per our credit agreement was 2.7x.
•Net debt, defined as debt less cash, at the end of the 2026 fiscal second quarter amounted to $1.8 billion as compared to $2.0 billion at the end of fiscal 2025. Our borrowing availability at the end of the second quarter was approximately $2.6 billion.
2026 Outlook
Management also provided the following expectations for the third quarter and full year 2026 for the total company post-spin of the Food Processing business and excluding Residential:
| 3rd Qtr, 2026 | Full Year 2026 | ||||||||||
| Net sales | $620-$640 M | $2.48-2.53 B | |||||||||
| Organic Growth | 4% | 7% | |||||||||
Adjusted EBITDA(1) | $143-150 M | $572-588 M | |||||||||
Adjusted EPS(2) | $1.67-1.83 | $6.73-6.89 | |||||||||
| (1) Includes corporate and other general company operations. | |||||||||||
| (2) FY 2026 Adjusted EPS expectation is the sum of the four quarters of Adjusted EPS, please reference earnings slides for further detail on guidance. | |||||||||||
Beginning in the third quarter of 2026, the historical financial results of the Food Processing business for periods prior to the spin-off will be reflected in the company’s consolidated financial statements as discontinued operations. The below amounts represent Middleby excluding Food Processing and Residential which are to be considered preliminary and could change as the company finalizes discontinued operations.
| 1st Qtr, 2026 | 2nd Qtr, 2026 | ||||||||||
| Net sales | $616 M | $631 M | |||||||||
Adjusted EBITDA(1) | $139 M | $145 M | |||||||||
| Adjusted EPS | $1.55 | $1.74 | |||||||||
| (1) Includes corporate and other general company operations. | |||||||||||
| 1st Qtr, 2025 | 2nd Qtr, 2025 | 3rd Qtr, 2025 | 4th Qtr, 2025 | Full Year 2025 | |||||||||||||||||||||||||
| Net sales | $563 M | $581 M | $606 M | $602 M | $2.35 B | ||||||||||||||||||||||||
Adjusted EBITDA(1) | $130 M | $139 M | $142 M | $140 M | $551 M | ||||||||||||||||||||||||
| Adjusted EPS | $1.47 | $1.40 | $1.72 | $1.52 | $6.10 | ||||||||||||||||||||||||
| (1) Includes corporate and other general company operations. | |||||||||||||||||||||||||||||
Conference Call
The company has scheduled a conference call to discuss the second quarter results at 10 a.m. Eastern/9 a.m. Central Time on August 11th. The conference call is accessible through the Investor Relations section of the company website at www.middleby.com. If website access is not available, attendees can join the conference by dialing (844) 676-5090, or (412) 634-6754 for international access. The conference call will be available for replay from the company’s website.
Cautionary Statement Regarding Forward-Looking Statements
Statements in this press release or otherwise attributable to the company regarding the company's business which are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations with respect to our future performance and the outcome of our strategic review. The company cautions investors that such statements are estimates of future performance and are highly dependent upon a variety of important factors that could cause actual results to differ materially from such statements. Such factors include variability in financing costs; quarterly variations in operating results; dependence on key customers; international exposure; foreign exchange and political risks affecting international sales; changing market conditions; the impact of competitive products and pricing; the timely development and market acceptance of the company's products; the availability and cost of raw materials; any variation between the preliminary and final historical results of the Food Processing business; and other risks detailed herein and from time-to-time in the company's SEC filings. Any forward-looking statement speaks only as of the date hereof, and the company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
The Middleby Corporation is a global leader in commercial foodservice solutions. The well-known Middleby brands develop and manufacture a broad portfolio of innovative products for commercial kitchens worldwide. Middleby serves a diverse customer base with equipment and technology offerings that include cooking, warming, beverage, ice and IoT while proudly showcasing its advanced foodservice solutions in five state-of-the-art Middleby Innovation Kitchens across North America and Europe.
Investor relations inquiries:
Rebecca Ellin
SVP of Corporate Development and Investor Strategy
rellin@middleby.com
Media inquiries:
Darcy Bretz
VP of Corporate Communications
dbretz@middleby.com
Kate Schneiderman
Managing Director, ICR
middleby@icrinc.com
THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in 000’s, Except Per Share Information)
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| 2nd Qtr, 2026 | 2nd Qtr, 2025 | 2nd Qtr, 2026 | 2nd Qtr, 2025 | ||||||||||||||||||||
| Net sales | $ | 875,549 | $ | 796,799 | $ | 1,715,457 | $ | 1,527,422 | |||||||||||||||
| Cost of sales | 540,468 | 480,697 | 1,057,186 | 918,742 | |||||||||||||||||||
| Gross profit | 335,081 | 316,102 | 658,271 | 608,680 | |||||||||||||||||||
| Selling, general and administrative expenses | 186,601 | 167,598 | 374,898 | 329,407 | |||||||||||||||||||
| Restructuring expenses | 732 | 687 | 2,271 | 1,935 | |||||||||||||||||||
| Income from continuing operations | 147,748 | 147,817 | 281,102 | 277,338 | |||||||||||||||||||
| Interest expense and deferred financing amortization, net | 25,969 | 20,256 | 51,449 | 39,077 | |||||||||||||||||||
| Net periodic pension benefit | (2,428) | (1,601) | (4,857) | (3,117) | |||||||||||||||||||
| Other (income)/expense, net | (2,177) | 2,128 | (4,798) | 3,088 | |||||||||||||||||||
| Earnings from continuing operations before income taxes | 126,384 | 127,034 | 239,308 | 238,290 | |||||||||||||||||||
| Provision for income taxes | 43,275 | 25,368 | 70,915 | 51,561 | |||||||||||||||||||
| Earnings from continuing operations before equity in net losses of affiliate | 83,109 | 101,666 | 168,393 | 186,729 | |||||||||||||||||||
| Equity in losses of affiliate, net of tax | (28,895) | — | (28,895) | — | |||||||||||||||||||
| Net earnings from continuing operations | 54,214 | 101,666 | 139,498 | 186,729 | |||||||||||||||||||
| Earnings/(loss) from discontinued operations, net of tax | 598 | 4,290 | (134,759) | 11,579 | |||||||||||||||||||
| Net earnings | $ | 54,812 | $ | 105,956 | $ | 4,739 | $ | 198,308 | |||||||||||||||
Net earnings/(loss) per share(1): | |||||||||||||||||||||||
| Basic from continuing operations | $ | 1.20 | $ | 1.93 | $ | 3.01 | $ | 3.52 | |||||||||||||||
| Basic from discontinued operations | 0.01 | 0.08 | (2.91) | 0.22 | |||||||||||||||||||
| Basic earnings per share | $ | 1.21 | $ | 2.01 | $ | 0.10 | $ | 3.73 | |||||||||||||||
| Diluted from continuing operations | $ | 1.20 | $ | 1.91 | $ | 3.01 | $ | 3.47 | |||||||||||||||
| Diluted from discontinued operations | 0.01 | 0.08 | (2.91) | 0.21 | |||||||||||||||||||
| Diluted earnings per share | $ | 1.21 | $ | 1.99 | $ | 0.10 | $ | 3.68 | |||||||||||||||
| Weighted average number of shares | |||||||||||||||||||||||
| Basic | 45,326 | 52,616 | 46,279 | 53,105 | |||||||||||||||||||
| Diluted | 45,343 | 53,154 | 46,293 | 53,888 | |||||||||||||||||||
| (1) Earnings/(loss) per share amounts for continuing operations and discontinued operations are calculated independently and may not sum to total earnings per share due to rounding. | |||||||||||||||||||||||
THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in 000’s)
(Unaudited)
| Jul 4, 2026 | Jan 3, 2026 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | 159,178 | $ | 222,239 | |||||||
| Accounts receivable, net | 601,178 | 573,039 | |||||||||
| Inventories, net | 737,633 | 692,589 | |||||||||
| Prepaid expenses and other | 111,222 | 111,176 | |||||||||
| Prepaid taxes | 22,761 | 41,159 | |||||||||
| Current assets held for sale - discontinued operations | 11,836 | 1,102,441 | |||||||||
| Total current assets | 1,643,808 | 2,742,643 | |||||||||
| Property, plant and equipment, net | 423,052 | 431,622 | |||||||||
| Goodwill | 1,794,299 | 1,799,649 | |||||||||
| Other intangibles, net | 1,030,987 | 1,061,192 | |||||||||
| Long-term deferred tax assets | 6,729 | 8,209 | |||||||||
| Pension benefits assets | 112,235 | 106,444 | |||||||||
| Equity method investment | 109,724 | — | |||||||||
| Note receivable | 86,879 | — | |||||||||
| Other assets | 152,940 | 165,407 | |||||||||
| Total assets | $ | 5,360,653 | $ | 6,315,166 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current maturities of long-term debt | $ | 44,101 | $ | 44,420 | |||||||
| Accounts payable | 224,281 | 206,666 | |||||||||
| Accrued expenses | 549,383 | 574,810 | |||||||||
| Current liabilities held for sale - discontinued operations | 9,522 | 242,335 | |||||||||
| Total current liabilities | 827,287 | 1,068,231 | |||||||||
| Long-term debt | 1,935,423 | 2,128,582 | |||||||||
| Long-term deferred tax liability | 212,184 | 156,723 | |||||||||
| Accrued pension benefits | 7,308 | 7,629 | |||||||||
| Other non-current liabilities | 168,497 | 177,772 | |||||||||
| Stockholders' equity | 2,209,954 | 2,776,229 | |||||||||
| Total liabilities and stockholders' equity | $ | 5,360,653 | $ | 6,315,166 | |||||||
THE MIDDLEBY CORPORATION
NON-GAAP SEGMENT INFORMATION
(Amounts in 000’s, Except Percentages)
(Unaudited)
| Commercial Foodservice | Food Processing | Total Company(1) | |||||||||||||||
| Three Months Ended July 4, 2026 | |||||||||||||||||
| Net sales | $ | 630,613 | $ | 244,936 | $ | 875,549 | |||||||||||
| Segment income from continuing operations | $ | 143,564 | $ | 43,978 | $ | 147,748 | |||||||||||
| Income from continuing operations % of net sales | 22.8 | % | 18.0 | % | 16.9 | % | |||||||||||
| Depreciation | 7,302 | 4,197 | 12,040 | ||||||||||||||
| Amortization | 10,558 | 2,541 | 13,099 | ||||||||||||||
| Restructuring expenses | 571 | 161 | 732 | ||||||||||||||
| Acquisition related adjustments | (297) | (1,063) | (3,000) | ||||||||||||||
| Facility consolidation related expenses | 828 | — | 828 | ||||||||||||||
| Strategic transaction costs | — | — | 14,479 | ||||||||||||||
| Stock compensation | — | — | 7,253 | ||||||||||||||
Segment adjusted EBITDA from continuing operations(2) | $ | 162,526 | $ | 49,814 | $ | 193,179 | |||||||||||
| Adjusted EBITDA from continuing operations % of net sales | 25.8 | % | 20.3 | % | 22.1 | % | |||||||||||
| Three Months Ended June 28, 2025 | |||||||||||||||||
| Net sales | $ | 580,605 | $ | 216,194 | $ | 796,799 | |||||||||||
| Segment income from continuing operations | $ | 137,946 | $ | 42,679 | $ | 147,817 | |||||||||||
| Income from continuing operations % of net sales | 23.8 | % | 19.7 | % | 18.6 | % | |||||||||||
| Depreciation | 6,911 | 3,095 | 10,705 | ||||||||||||||
| Amortization | 10,952 | 2,629 | 13,581 | ||||||||||||||
| Restructuring expenses | 745 | (58) | 687 | ||||||||||||||
| Acquisition related adjustments | 37 | (2,496) | (2,335) | ||||||||||||||
| Strategic transaction costs | — | — | 5,591 | ||||||||||||||
| Stock compensation | — | — | 5,590 | ||||||||||||||
| Segment adjusted EBITDA from continuing operations | $ | 156,591 | $ | 45,849 | $ | 181,636 | |||||||||||
| Adjusted EBITDA from continuing operations % of net sales | 27.0 | % | 21.2 | % | 22.8 | % | |||||||||||
(1) Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $19.2 million and $20.8 million for the three months ended July 4, 2026 and June 28, 2025, respectively. | |||||||||||||||||
(2) Foreign exchange rates favorably impacted Segment Adjusted EBITDA by approximately $0.3 million for the three months ended July 4, 2026. | |||||||||||||||||
THE MIDDLEBY CORPORATION
NON-GAAP SEGMENT INFORMATION
(Amounts in 000’s, Except Percentages)
(Unaudited)
| Commercial Foodservice | Food Processing | Total Company(1) | |||||||||||||||
| Six Months Ended July 4, 2026 | |||||||||||||||||
| Net sales | $ | 1,246,149 | $ | 469,308 | $ | 1,715,457 | |||||||||||
| Segment income from continuing operations | $ | 283,230 | $ | 78,343 | $ | 281,102 | |||||||||||
| Income from continuing operations % of net sales | 22.7 | % | 16.7 | % | 16.4 | % | |||||||||||
| Depreciation | 14,546 | 7,902 | 23,540 | ||||||||||||||
| Amortization | 21,181 | 5,262 | 26,443 | ||||||||||||||
| Restructuring expenses | 1,260 | 104 | 2,271 | ||||||||||||||
| Acquisition related adjustments | (119) | (374) | (2,133) | ||||||||||||||
| Facility consolidation related expenses | 828 | — | 828 | ||||||||||||||
| Strategic transaction costs | — | — | 24,424 | ||||||||||||||
| Stock compensation | — | — | 17,327 | ||||||||||||||
Segment adjusted EBITDA from continuing operations(2) | $ | 320,926 | $ | 91,237 | $ | 373,802 | |||||||||||
| Adjusted EBITDA from continuing operations % of net sales | 25.8 | % | 19.4 | % | 21.8 | % | |||||||||||
| Six Months Ended June 28, 2025 | |||||||||||||||||
| Net sales | $ | 1,143,322 | $ | 384,100 | $ | 1,527,422 | |||||||||||
| Segment Income from Continuing Operations | $ | 270,042 | $ | 66,189 | $ | 277,338 | |||||||||||
| Income from continuing operations % of net sales | 23.6 | % | 17.2 | % | 18.2 | % | |||||||||||
| Depreciation | 13,541 | 5,986 | 21,051 | ||||||||||||||
| Amortization | 22,246 | 5,543 | 27,789 | ||||||||||||||
| Restructuring expenses | 1,883 | 52 | 1,935 | ||||||||||||||
| Acquisition related adjustments | 309 | (1,858) | (1,933) | ||||||||||||||
| Strategic transaction costs | — | — | 9,063 | ||||||||||||||
| Stock compensation | — | — | 7,878 | ||||||||||||||
| Segment adjusted EBITDA from continuing operations | $ | 308,021 | $ | 75,912 | $ | 343,121 | |||||||||||
| Adjusted EBITDA from continuing operations % of net sales | 26.9 | % | 19.8 | % | 22.5 | % | |||||||||||
(1) Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $38.4 million and $40.8 million for the six months ended July 4, 2026 and June 28, 2025, respectively. | |||||||||||||||||
(2) Foreign exchange rates favorably impacted Segment Adjusted EBITDA by $2.6 million for the six months ended July 4, 2026. | |||||||||||||||||
THE MIDDLEBY CORPORATION
NON-GAAP INFORMATION
(Amounts in 000’s, Except Per Share Information)
(Unaudited)
| Three Months Ended | |||||||||||||||||||||||
| 2nd Qtr, 2026 | 2nd Qtr, 2025 | ||||||||||||||||||||||
| $ | Diluted per share | $ | Diluted per share | ||||||||||||||||||||
| Net earnings from continuing operations | $ | 54,214 | $ | 1.20 | $ | 101,666 | $ | 1.91 | |||||||||||||||
Amortization(1) | 13,724 | 0.30 | 15,357 | 0.29 | |||||||||||||||||||
| Restructuring expenses | 732 | 0.02 | 687 | 0.01 | |||||||||||||||||||
| Acquisition related adjustments | (3,000) | (0.07) | (2,335) | (0.04) | |||||||||||||||||||
| Facility consolidation related expenses | 828 | 0.02 | — | — | |||||||||||||||||||
| Net periodic pension benefit | (2,428) | (0.05) | (1,601) | (0.03) | |||||||||||||||||||
| Strategic transaction costs | 14,479 | 0.32 | 5,591 | 0.11 | |||||||||||||||||||
| Change in fair value of note receivable | (2,693) | (0.06) | — | — | |||||||||||||||||||
| Equity in losses of affiliate, net | 28,895 | 0.64 | — | — | |||||||||||||||||||
| Discrete tax impact of Spin related transactions | 4,629 | 0.10 | — | — | |||||||||||||||||||
| Income tax effect of pre-tax adjustments | (2,964) | (0.07) | (3,540) | (0.07) | |||||||||||||||||||
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings(2) | — | — | — | 0.02 | |||||||||||||||||||
| Adjusted net earnings from continuing operations | $ | 106,416 | $ | 2.35 | $ | 115,825 | $ | 2.20 | |||||||||||||||
| Diluted weighted average number of shares | 45,343 | 53,154 | |||||||||||||||||||||
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings(2) | — | (511) | |||||||||||||||||||||
| Adjusted diluted weighted average number of shares | 45,343 | 52,643 | |||||||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||
| 2nd Qtr, 2026 | 2nd Qtr, 2025 | ||||||||||||||||||||||
| $ | Diluted per share | $ | Diluted per share | ||||||||||||||||||||
| Net earnings from continuing operations | $ | 139,498 | $ | 3.01 | $ | 186,729 | $ | 3.47 | |||||||||||||||
Amortization(1) | 27,694 | 0.60 | 31,362 | 0.58 | |||||||||||||||||||
| Restructuring expenses | 2,271 | 0.05 | 1,935 | 0.04 | |||||||||||||||||||
| Acquisition related adjustments | (2,133) | (0.05) | (1,933) | (0.04) | |||||||||||||||||||
| Facility consolidation related expenses | 828 | 0.02 | — | — | |||||||||||||||||||
| Net periodic pension benefit | (4,857) | (0.10) | (3,117) | (0.06) | |||||||||||||||||||
| Strategic transaction costs | 24,424 | 0.53 | 9,063 | 0.17 | |||||||||||||||||||
| Change in fair value of note receivable | (4,499) | (0.10) | — | — | |||||||||||||||||||
| Equity in losses of affiliate, net | 28,895 | 0.62 | — | — | |||||||||||||||||||
| Discrete tax impact of Spin related transactions | 4,629 | 0.10 | — | — | |||||||||||||||||||
| Income tax effect of pre-tax adjustments | (8,817) | (0.19) | (8,059) | (0.15) | |||||||||||||||||||
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings(2) | — | — | — | 0.06 | |||||||||||||||||||
| Adjusted net earnings from continuing operations | $ | 207,933 | $ | 4.49 | $ | 215,980 | $ | 4.07 | |||||||||||||||
| Diluted weighted average number of shares | 46,293 | 53,888 | |||||||||||||||||||||
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings(2) | — | (769) | |||||||||||||||||||||
| Adjusted diluted weighted average number of shares | 46,293 | 53,119 | |||||||||||||||||||||
(1) Includes amortization of deferred financing costs and convertible notes issuance costs. | |||||||||||||||||||||||
(2) Adjusted diluted weighted average number of shares was calculated based on excluding the dilutive effect of shares to be issued upon conversion of the notes to satisfy the amount in excess of the principal since the company's capped call offsets the dilutive impact of the shares underlying the convertible notes. The calculation of adjusted diluted earnings per share excludes the principal portion of the convertible notes as this will always be settled in cash. Given the settlement of the convertible notes in the third quarter of 2025 the weighted average number of shares will no longer require an adjustment in 2026. | |||||||||||||||||||||||
THE MIDDLEBY CORPORATION
NON-GAAP INFORMATION
(Amounts in 000’s)
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| 2nd Qtr, 2026 | 2nd Qtr, 2025 | 2nd Qtr, 2026 | 2nd Qtr, 2025 | ||||||||||||||||||||
Net Cash Flows Provided By (Used In): | |||||||||||||||||||||||
Operating activities(1) | $ | 99,714 | $ | 91,761 | $ | 187,526 | $ | 229,047 | |||||||||||||||
Investing activities(2) | (11,649) | (18,101) | 544,878 | (45,669) | |||||||||||||||||||
| Financing activities | (102,803) | (346,368) | (787,468) | (403,459) | |||||||||||||||||||
| Free Cash Flow | |||||||||||||||||||||||
Cash flow from operating activities(1) | $ | 99,714 | $ | 91,761 | $ | 187,526 | $ | 229,047 | |||||||||||||||
Less: Capital expenditures(3) | (10,695) | (14,584) | (18,634) | (41,064) | |||||||||||||||||||
| Free cash flow | $ | 89,019 | $ | 77,177 | $ | 168,892 | $ | 187,983 | |||||||||||||||
(1) Includes payments of strategic transaction costs of $7.5 million and $15.2 million for the three and six months ended July 4, 2026. | |||||||||||||||||||||||
(2) Includes proceeds from sale of 51% interest in Residential Kitchen Equipment Group, net of cash transferred, of $564.6 million for the six months ended July 4, 2026. | |||||||||||||||||||||||
(3) Includes purchase of previously leased food processing manufacturing facility for the six months ended June 28, 2025. | |||||||||||||||||||||||
THE MIDDLEBY CORPORATION
NON-GAAP INFORMATION(1)
(Amounts in 000’s)
(Unaudited)
| 1st Qtr, 2026 | 2nd Qtr, 2026 | ||||||||||
| Net sales | $ | 839,908 | $ | 875,549 | |||||||
| Less: Food Processing | (224,372) | (244,936) | |||||||||
| Net sales excluding Food Processing | $ | 615,536 | $ | 630,613 | |||||||
| Income from continuing operations | $ | 133,354 | $ | 147,748 | |||||||
| Less: Food Processing | (22,685) | (26,850) | |||||||||
| Income from continuing operations excluding Food Processing | $ | 110,669 | $ | 120,898 | |||||||
| Depreciation | 7,795 | 7,843 | |||||||||
| Amortization | 10,623 | 10,558 | |||||||||
| Restructuring expenses | 1,596 | 571 | |||||||||
| Acquisition related adjustments | 178 | (1,937) | |||||||||
| Facility consolidation related expenses | — | 828 | |||||||||
| Stock compensation | 8,531 | 6,004 | |||||||||
| Adjusted EBITDA from continuing operations excluding Food Processing | $ | 139,392 | $ | 144,765 | |||||||
| 1st Qtr, 2025 | 2nd Qtr, 2025 | 3rd Qtr, 2025 | 4th Qtr, 2025 | Full Year 2025 | |||||||||||||||||||||||||
| Net sales | $ | 730,623 | $ | 796,799 | $ | 807,355 | $ | 866,425 | $ | 3,201,202 | |||||||||||||||||||
| Less: Food Processing | (167,906) | (216,195) | (201,353) | (264,701) | (850,155) | ||||||||||||||||||||||||
| Net sales excluding Food Processing | $ | 562,717 | $ | 580,604 | $ | 606,002 | $ | 601,724 | $ | 2,351,047 | |||||||||||||||||||
| Income from continuing operations | $ | 129,521 | $ | 147,817 | $ | 147,718 | $ | 149,835 | $ | 574,891 | |||||||||||||||||||
| Less: Food Processing | (21,547) | (32,783) | (24,088) | (40,939) | (119,357) | ||||||||||||||||||||||||
| Income from continuing operations excluding Food Processing | $ | 107,974 | $ | 115,034 | $ | 123,630 | $ | 108,896 | $ | 455,534 | |||||||||||||||||||
| Depreciation | 7,455 | 7,610 | 7,646 | 8,277 | 30,988 | ||||||||||||||||||||||||
| Amortization | 11,294 | 10,952 | 10,657 | 10,654 | 43,557 | ||||||||||||||||||||||||
| Restructuring expenses | 1,137 | 746 | 349 | 519 | 2,751 | ||||||||||||||||||||||||
| Acquisition related adjustments | (237) | 161 | 283 | (1,878) | (1,671) | ||||||||||||||||||||||||
| Stock compensation | 2,001 | 4,661 | (495) | 4,699 | 10,866 | ||||||||||||||||||||||||
| Impairments | — | — | — | 9,298 | 9,298 | ||||||||||||||||||||||||
| Adjusted EBITDA from continuing operations excluding Food Processing | $ | 129,624 | $ | 139,164 | $ | 142,070 | $ | 140,465 | $ | 551,323 | |||||||||||||||||||
| (1) These amounts represent Middleby excluding Food Processing and Residential which are to be considered preliminary and could change as the company finalizes discontinued operations. | |||||||||||||||||||||||||||||
THE MIDDLEBY CORPORATION
NON-GAAP INFORMATION(1)
(Amounts in 000’s, Except Per Share Information)
(Unaudited)
| 1st Qtr, 2026 | 2nd Qtr, 2026 | ||||||||||||||||||||||
| $ | Diluted per share | $ | Diluted per share | ||||||||||||||||||||
| Net earnings from continuing operations | $ | 85,284 | $ | 1.81 | $ | 54,214 | $ | 1.20 | |||||||||||||||
| Less: Food Processing | (18,786) | (0.40) | (8,242) | (0.19) | |||||||||||||||||||
| Net earnings from continuing operations excluding Food Processing | $ | 66,498 | $ | 1.41 | $ | 45,972 | $ | 1.01 | |||||||||||||||
Amortization(2) | 11,247 | 0.24 | 11,183 | 0.25 | |||||||||||||||||||
| Restructuring expenses | 1,596 | 0.03 | 571 | 0.01 | |||||||||||||||||||
| Acquisition related adjustments | 178 | — | (1,937) | (0.04) | |||||||||||||||||||
| Facility consolidation related expenses | — | — | 828 | 0.02 | |||||||||||||||||||
| Net periodic pension benefit | (2,429) | (0.05) | (2,428) | (0.05) | |||||||||||||||||||
| Change in fair value of note receivable | (1,806) | (0.04) | (2,693) | (0.06) | |||||||||||||||||||
| Equity in losses of affiliate, net | — | — | 28,895 | 0.64 | |||||||||||||||||||
| Income tax effect of pre-tax adjustments | (2,267) | (0.04) | (1,425) | (0.04) | |||||||||||||||||||
| Adjusted net earnings from continuing operations excluding Food Processing | $ | 73,017 | $ | 1.55 | $ | 78,966 | $ | 1.74 | |||||||||||||||
| Diluted weighted average number of shares | 47,243 | 45,343 | |||||||||||||||||||||
| Adjusted diluted weighted average number of shares | 47,243 | 45,343 | |||||||||||||||||||||
| (1) These amounts represent Middleby excluding Food Processing and Residential which are to be considered preliminary and could change as the company finalizes discontinued operations. | |||||||||||||||||||||||
| (2) Includes amortization of deferred financing costs and convertible notes issuance costs. | |||||||||||||||||||||||
THE MIDDLEBY CORPORATION
NON-GAAP INFORMATION(1)
(Amounts in 000’s, Except Per Share Information)
(Unaudited)
| 1st Qtr, 2025 | 2nd Qtr, 2025 | ||||||||||||||||||||||
| $ | Diluted per share | $ | Diluted per share | ||||||||||||||||||||
| Net earnings from continuing operations | $ | 85,063 | $ | 1.56 | $ | 101,666 | $ | 1.91 | |||||||||||||||
| Less: Food Processing | (15,988) | (0.30) | (37,047) | (0.69) | |||||||||||||||||||
| Net earnings from continuing operations excluding Food Processing | $ | 69,075 | $ | 1.26 | $ | 64,619 | $ | 1.22 | |||||||||||||||
Amortization(2) | 13,091 | 0.24 | 12,728 | 0.24 | |||||||||||||||||||
| Restructuring expenses | 1,137 | 0.02 | 746 | 0.01 | |||||||||||||||||||
| Acquisition related adjustments | (237) | — | 161 | — | |||||||||||||||||||
| Net periodic pension benefit | (1,516) | (0.03) | (1,601) | (0.03) | |||||||||||||||||||
| Income tax effect of pre-tax adjustments | (2,844) | (0.05) | (2,744) | (0.05) | |||||||||||||||||||
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings(3) | — | 0.03 | — | 0.01 | |||||||||||||||||||
| Adjusted net earnings from continuing operations excluding Food Processing | $ | 78,706 | $ | 1.47 | $ | 73,909 | $ | 1.40 | |||||||||||||||
| Diluted weighted average number of shares | 54,621 | 1.26 | 53,154 | ||||||||||||||||||||
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings(3) | (1,028) | (511) | |||||||||||||||||||||
| Adjusted diluted weighted average number of shares | 53,593 | 52,643 | |||||||||||||||||||||
| 3rd Qtr, 2025 | 4th Qtr, 2025 | ||||||||||||||||||||||
| $ | Diluted per share | $ | Diluted per share | ||||||||||||||||||||
| Net earnings from continuing operations | $ | 94,452 | $ | 1.87 | $ | 86,086 | $ | 1.72 | |||||||||||||||
| Less: Food Processing | (16,535) | (0.33) | (23,872) | (0.48) | |||||||||||||||||||
| Net earnings from continuing operations excluding Food Processing | $ | 77,917 | $ | 1.54 | $ | 62,214 | $ | 1.24 | |||||||||||||||
Amortization(2) | 12,725 | 0.25 | 11,322 | 0.23 | |||||||||||||||||||
| Restructuring expenses | 349 | 0.01 | 519 | 0.01 | |||||||||||||||||||
| Acquisition related adjustments | 283 | 0.01 | (1,878) | (0.04) | |||||||||||||||||||
| Net periodic pension benefit | (1,597) | (0.03) | (1,580) | (0.03) | |||||||||||||||||||
| Impairments | — | — | 9,298 | 0.19 | |||||||||||||||||||
| Income tax effect of pre-tax adjustments | (2,681) | (0.06) | (4,031) | (0.08) | |||||||||||||||||||
| Adjusted net earnings from continuing operations excluding Food Processing | $ | 86,996 | $ | 1.72 | $ | 75,864 | $ | 1.52 | |||||||||||||||
| Diluted weighted average number of shares | 50,521 | 50,032 | |||||||||||||||||||||
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings(3) | 53 | — | |||||||||||||||||||||
| Adjusted diluted weighted average number of shares | 50,574 | 50,032 | |||||||||||||||||||||
| (1) These amounts represent Middleby excluding Food Processing and Residential which are to be considered preliminary and could change as the company finalizes discontinued operations. | |||||||||||||||||||||||
| (2) Includes amortization of deferred financing costs and convertible notes issuance costs. | |||||||||||||||||||||||
(3) Adjusted diluted weighted average number of shares was calculated based on excluding the dilutive effect of shares to be issued upon conversion of the notes to satisfy the amount in excess of the principal since the company's capped call offsets the dilutive impact of the shares underlying the convertible notes. The calculation of adjusted diluted earnings per share excludes the principal portion of the convertible notes as this will always be settled in cash. | |||||||||||||||||||||||
THE MIDDLEBY CORPORATION
NON-GAAP INFORMATION(1)
(Amounts in 000’s, Except Per Share Information)
(Unaudited)
| Full Year 2025 | |||||||||||
| $ | Diluted per share | ||||||||||
| Net earnings from continuing operations | $ | 367,267 | $ | 7.04 | |||||||
| Less: Food Processing | (93,441) | (1.79) | |||||||||
| Net earnings from continuing operations excluding Food Processing | $ | 273,826 | $ | 5.25 | |||||||
Amortization(2) | 49,866 | 0.96 | |||||||||
| Restructuring expenses | 2,751 | 0.05 | |||||||||
| Acquisition related adjustments | (1,671) | (0.03) | |||||||||
| Net periodic pension benefit | (6,294) | (0.12) | |||||||||
| Impairments | 9,298 | 0.18 | |||||||||
| Income tax effect of pre-tax adjustments | (12,301) | (0.24) | |||||||||
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings(3) | — | 0.05 | |||||||||
| Adjusted net earnings from continuing operations excluding Food Processing | $ | 315,475 | $ | 6.10 | |||||||
| Diluted weighted average number of shares | 52,179 | ||||||||||
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings(3) | (468) | ||||||||||
| Adjusted diluted weighted average number of shares | 51,711 | ||||||||||
| (1) These amounts represent Middleby excluding Food Processing and Residential which are to be considered preliminary and could change as the company finalizes discontinued operations. | |||||||||||
| (2) Includes amortization of deferred financing costs and convertible notes issuance costs. | |||||||||||
(3) Adjusted diluted weighted average number of shares was calculated based on excluding the dilutive effect of shares to be issued upon conversion of the notes to satisfy the amount in excess of the principal since the company's capped call offsets the dilutive impact of the shares underlying the convertible notes. The calculation of adjusted diluted earnings per share excludes the principal portion of the convertible notes as this will always be settled in cash. | |||||||||||
USE OF NON-GAAP FINANCIAL MEASURES
The company supplements its consolidated financial statements presented on a GAAP basis with this non-GAAP financial information to provide investors with greater insight, increase transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making. The non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated. In addition, the non-GAAP financial measures included in this press release do not have standard meanings and may vary from similarly titled non-GAAP financial measures used by other companies.
The company believes that organic net sales growth, adjusted EBITDA, organic adjusted EBITDA, segment adjusted EBITDA, net debt, net leverage, adjusted net earnings and adjusted diluted per share measures are useful as supplements to its GAAP results of operations to evaluate certain aspects of its operations and financial performance, and its management team primarily focuses on non-GAAP items in evaluating performance for business planning purposes. The company also believes that these measures assist it with comparing its performance between various reporting periods on a consistent basis, as these measures remove from operating results the impact of items that, in its opinion, do not reflect its core operating performance including, for example, intangibles amortization expense, impairment charges, restructuring expenses, and other charges which management considers to be outside core operating results.
The company believes that free cash flow is an important measure of operating performance because it provides management and investors with a measure of cash generated from operations that is available for mandatory payment obligations and investment opportunities, such as funding acquisitions, repaying debt and repurchasing our common stock.
The company believes that its presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts with the same information that Middleby uses internally for purposes of assessing its core operating performance.