0000769520false00007695202024-05-082024-05-08

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): May 8, 2024

THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
_____________________________
Delaware001-997336-3352497
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS Employer Identification Number)
 
1400 Toastmaster Drive,Elgin,Illinois60120
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code:(847)741-3300
N/A
(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common StockMIDDNasdaq Global Select Market

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 May 8, 2024, The Middleby Corporation (the “Company”) issued a press release announcing its financial results for the first quarter ended March 30, 2024. 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*
Exhibit 104Cover 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:
May 8, 2024
By:
/s/ Bryan E. Mittelman
Bryan E. Mittelman
Chief Financial Officer




middlebylogoa10.jpg
    1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com
The Middleby Corporation Reports First Quarter Results

•Net sales of $927 million
•Adjusted EBITDA of $186 million
•Organic adjusted EBITDA margin of 20.1%
•Operating cash flows of $141 million
•Diluted earnings per share of $1.59 and adjusted net earnings per share of $1.89
•Net leverage reduced to 2.4x

Elgin, Ill, May 8, 2024 - The Middleby Corporation (NASDAQ: MIDD), a leading worldwide manufacturer of equipment for the commercial foodservice, food processing, and residential kitchen industries, today reported net earnings for the first quarter of 2024.

“Near-term demand conditions proved to be difficult as we started 2024. We expect improved conditions for the second quarter and remain optimistic for the remainder of the year, as channel inventories have returned to normalized levels and order activity is trending in a positive direction. Our overall profitability remains strong, despite the low order volumes significantly impacting our residential business. We were pleased to again post record cash flows in the quarter, with expected strong cash generation for the entire year,” said Tim FitzGerald, CEO of The Middleby Corporation.
2024 First Quarter Financial Results

•Net sales decreased 8.0% in the first quarter over the comparative prior year period. Excluding the impacts of acquisitions and foreign exchange rates, sales decreased 8.7% in the first quarter over the comparative prior year period.

•A reconciliation of organic net sales (a non-GAAP measure) by segment is as follows:

Commercial FoodserviceResidential KitchenFood ProcessingTotal Company
Reported Net Sales Growth(3.8)%(21.0)%(6.2)%(8.0)%
Acquisitions0.2 %0.5 %1.0 %0.4 %
Foreign Exchange Rates0.2 %0.9 %0.4 %0.4 %
Organic Net Sales Growth (1) (2)
(4.2)%(22.3)%(7.7)%(8.7)%
(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 $185.8 million in the first quarter compared to $210.9 million in the prior year. A reconciliation of organic adjusted EBITDA (a non-GAAP measure) by segment is as follows:
Commercial FoodserviceResidential KitchenFood ProcessingTotal Company
Adjusted EBITDA26.0 %6.4 %23.4 %20.0 %
Acquisitions(0.1)%0.1 %(0.4)%(0.1)%
Foreign Exchange Rates(0.1)%— %— %(0.1)%
Organic Adjusted EBITDA (1) (2)
26.1 %6.3 %23.8 %20.1 %
(1) Organic Adjusted EBITDA defined as Adjusted EBITDA excluding impact of acquisitions and foreign exchange rates.
(2) Totals may be impacted by rounding





•Operating cash flows during the first quarter amounted to $140.9 million in comparison to $92.0 million in the prior year period. The total leverage ratio per our credit agreements was 2.4x. The trailing twelve month bank agreement pro-forma EBITDA was $901.3 million.

•Net debt, defined as debt excluding the unamortized discount associated with the Convertible Notes less cash, at the end of the 2024 fiscal first quarter amounted to $2.1 billion as compared to $2.2 billion at the end of fiscal 2023. Our borrowing availability at the end of the first quarter was approximately $2.8 billion.

"We are excited to be showcasing many of our latest Commercial Foodservice innovations at the upcoming National Restaurant Show to be held from May 18th through 21st in Chicago. This year we are proud to have a record eight Middleby products receiving the prestigious Kitchen Innovations Award. Our award-winning products include the latest in automation & robotics, beverage dispense, ventless solutions, and advanced cooking & frying technologies. Our recent product launches of industry leading innovations addressing foodservice trends and operator challenges has positioned us to serve the rapidly evolving needs of the foodservice industry,” concluded Mr. FitzGerald.

Conference Call

The company has scheduled a conference call to discuss the first quarter results at 11 a.m. Eastern/10 a.m. Central Time on May 8th. 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 (833) 630-1956, or (412) 317-1837 for international access, and ask to join the Middleby conference call. The conference call will be available for replay from the company’s website.

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. 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; 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 the foodservice industry. The company develops and manufactures a broad line of solutions used in commercial foodservice, food processing, and residential kitchens. Supporting the company’s pursuit of the most sophisticated innovation, state-of-the-art Middleby Innovation Kitchens and Residential Showrooms showcase and demonstrate the most advanced Middleby solutions. In 2022 Middleby was named a World’s Best Employer by Forbes and is a proud philanthropic partner to organizations addressing food insecurity.

Contact:    John Joyner, VP of Investor Relations, jjoyner@middleby.com



THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in 000’s, Except Per Share Information)
(Unaudited)
        
 Three Months Ended
 1st Qtr, 20241st Qtr, 2023
Net sales$926,926 $1,007,396 
Cost of sales580,568 628,661 
Gross profit346,358 378,735 
Selling, general and administrative expenses206,048 215,407 
Restructuring expenses3,177 2,306 
Income from operations137,133 161,022 
Interest expense and deferred financing amortization, net26,274 29,462 
Net periodic pension benefit (other than service costs & curtailment)(3,678)(2,251)
Other (income) expense, net(300)1,896 
Earnings before income taxes114,837 131,915 
Provision for income taxes28,269 32,826 
Net earnings$86,568 $99,089 
Net earnings per share:
Basic$1.61 $1.85 
Diluted$1.59 $1.82 
Weighted average number of shares
Basic53,654 53,594 
Diluted54,394 54,377 






THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in 000’s)
(Unaudited)
Mar 30, 2024Dec 30, 2023
ASSETS  
Cash and cash equivalents$341,018 $247,496 
Accounts receivable, net605,180 644,576 
Inventories, net943,679 935,867 
Prepaid expenses and other116,302 112,690 
Prepaid taxes15,744 25,230 
Total current assets2,021,923 1,965,859 
Property, plant and equipment, net508,140 510,898 
Goodwill2,473,323 2,486,310 
Other intangibles, net1,669,472 1,693,076 
Long-term deferred tax assets8,033 7,945 
Pension benefits assets42,817 38,535 
Other assets206,697 204,069 
Total assets$6,930,405 $6,906,692 
LIABILITIES AND STOCKHOLDERS' EQUITY  
  
Current maturities of long-term debt$44,543 $44,822 
Accounts payable233,432 227,080 
Accrued expenses562,908 579,192 
Total current liabilities840,883 851,094 
Long-term debt2,370,107 2,380,373 
Long-term deferred tax liability207,806 216,143 
Accrued pension benefits11,991 12,128 
Other non-current liabilities188,379 197,065 
Stockholders' equity3,311,239 3,249,889 
Total liabilities and stockholders' equity$6,930,405 $6,906,692 



THE MIDDLEBY CORPORATION
NON-GAAP SEGMENT INFORMATION (UNAUDITED)
(Amounts in 000’s, Except Percentages)
Commercial FoodserviceResidential KitchenFood Processing
Total Company (1)
Three Months Ended March 30, 2024
Net sales$590,344 $173,899 $162,683 $926,926 
Segment Operating Income$131,658 $4,537 $32,352 $137,133 
Operating Income % of net sales22.3 %2.6 %19.9 %14.8 %
Depreciation7,021 3,805 2,031 13,273 
Amortization13,594 1,802 1,954 17,350 
Restructuring expenses916 922 1,339 3,177 
Acquisition related adjustments496 136 390 1,022 
Charitable support to Ukraine— — — 8 
Stock compensation— — — 13,822 
Segment adjusted EBITDA (2)
$153,685 $11,202 $38,066 $185,785 
Adjusted EBITDA % of net sales26.0 %6.4 %23.4 %20.0 %
Three Months Ended April 1, 2023
Net sales$613,935 $219,958 $173,503 $1,007,396 
Segment Operating Income$136,562 $21,186 $34,687 $161,022 
Operating Income % of net sales22.2 %9.6 %20.0 %16.0 %
Depreciation6,166 3,447 2,097 11,977 
Amortization14,808 2,238 4,137 21,183 
Restructuring expenses893 1,454 (41)2,306 
Acquisition related adjustments1,603 — 436 2,039 
Charitable support to Ukraine— — — 180 
Stock compensation— — — 12,232 
Segment adjusted EBITDA$160,032 $28,325 $41,316 $210,939 
Adjusted EBITDA % of net sales26.1 %12.9 %23.8 %20.9 %
 (1)  Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $17.2 million and $18.7 million for the three months ended March 30, 2024 and April 1, 2023, respectively.
  (2)  Foreign exchange rates favorably impacted Segment Adjusted EBITDA by approximately $0.4 million for the three months ended March 30, 2024.



THE MIDDLEBY CORPORATION
NON-GAAP INFORMATION (UNAUDITED)
(Amounts in 000’s, Except Percentages)
Three Months Ended
1st Qtr, 20241st Qtr, 2023
$Diluted per share$Diluted per share
Net earnings$86,568 $1.59 $99,089 $1.82 
Amortization (1)
19,137 0.35 22,970 0.42 
Restructuring expenses3,177 0.06 2,306 0.04 
Acquisition related adjustments1,022 0.02 2,039 0.04 
Net periodic pension benefit (other than service costs & curtailment)(3,678)(0.07)(2,251)(0.04)
Charitable support to Ukraine8 — 180 — 
Income tax effect of pre-tax adjustments(4,838)(0.09)(6,286)(0.12)
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)
— 0.03 — 0.04 
Adjusted net earnings$101,396 $1.89 $118,047 $2.20 
Diluted weighted average number of shares54,394 54,377 
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)
(737)(781)
Adjusted diluted weighted average number of shares53,657 53,596 
(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.

Three Months Ended
1st Qtr, 20241st Qtr, 2023
Net Cash Flows Provided By (Used In):
Operating activities$140,901 $92,002 
Investing activities(16,089)(36,450)
Financing activities(28,558)(63,377)
Free Cash Flow
Cash flow from operating activities $140,901 $92,002 
Less: Capital expenditures(13,743)(25,485)
Free cash flow$127,158 $66,517 

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, non-GAAP adjusted segment EBITDA, 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 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.


v3.24.1.u1
DEI/Cover Page Document
May 08, 2024
Cover [Abstract]  
Entity Central Index Key 0000769520
Title of 12(b) Security Common Stock
City Area Code (847)
Entity Address, Address Line One 1400 Toastmaster Drive,
Entity Incorporation, State or Country Code DE
Document Type 8-K
Document Period End Date May 08, 2024
Entity Registrant Name THE MIDDLEBY CORPORATION
Entity File Number 001-9973
Entity Tax Identification Number 36-3352497
Entity Address, City or Town Elgin,
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60120
Local Phone Number 741-3300
Trading Symbol MIDD
Security Exchange Name NASDAQ
Entity Information, Former Legal or Registered Name N/A
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
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