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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.
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.
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