1400 Toastmaster Drive, Elgin, Illinois 60120 (847) 741-3300 www.middleby.com

•Net sales of $943 million

•Diluted earnings per share of $2.11 and adjusted net earnings per share of $2.33

•Operating income of $173 million and 18.4% of net sales

•Adjusted EBITDA of $213 million and organic adjusted EBITDA margin of 22.6%

•Operating cash flows of $157 million

•Net leverage reduced to 2.2x

•Completed the acquisition of Emery Thompson

Elgin, Ill, October 31, 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 third quarter of 2024.

"Unfavorable macro-economic conditions continued in the third quarter and grew even more challenging in our commercial foodservice segment. Lower restaurant traffic and higher food costs in recent months have put pressure on the restaurant industry. This has resulted in a greater than expected delay in facility investments and in the permanent closure of locations. As we navigate the current environment and near-term revenue decline, we remain disciplined with strong levels of profitability and cash flow.

We have continued to resiliently execute on our strategic initiatives focused on the launch of industry leading product innovations and differentiated go-to market capabilities, which have us uniquely positioned and are confident will drive long-term profitable growth. The pipeline of opportunities with customers and new product innovations continues to build, while customer engagement remains at an all-time high. We anticipate the challenging current industry macro-conditions will improve in 2025 and will lead into a multi-year recovery favorably supporting growth at all three of our foodservice segments.” said Tim FitzGerald, CEO of The Middleby Corporation.

•Net sales decreased 3.9% in the third quarter over the comparative prior year period. Excluding the impacts of acquisitions and foreign exchange rates, sales decreased 4.1% in the third quarter over the comparative prior year period.

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

			Commercial Foodservice						Residential Kitchen						Food Processing												Total Company
Reported Net Sales Growth			(5.3)		%				(3.8)		%				1.7		%										(3.9)		%
Acquisitions			—		%				0.1		%				0.8		%										0.2		%
Foreign Exchange Rates			(0.1)		%				0.6		%				0.2		%										0.1		%
Organic Net Sales Growth (1) (2)			(5.3)		%				(4.5)		%				0.7		%										(4.1)		%
(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

•Operating income was $173.4 million in the third quarter compared to $174.4 million in the prior year period.

•Adjusted EBITDA (a non-GAAP measure) was $213.0 million in the third quarter compared to $225.1 million in the prior year. A reconciliation of organic adjusted EBITDA (a non-GAAP measure) by segment is as follows:

•Operating cash flows during the third quarter amounted to $156.7 million in comparison to $219.2 million in the prior year period. The total leverage ratio per our credit agreements was 2.2x. The trailing twelve month bank agreement pro-forma EBITDA was $863.3 million.

•Net debt, defined as debt excluding the unamortized discount associated with the Convertible Notes less cash, at the end of the 2024 fiscal third quarter amounted to $1.8 billion as compared to $2.2 billion at the end of fiscal 2023. Our borrowing availability at the end of the third quarter was approximately $2.8 billion.

The company has scheduled a conference call to discuss the third quarter results at 11 a.m. Eastern/10 a.m. Central Time on October 31. 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) 481-3012, or (412) 317-1878 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 (Amounts in 000’s, Except Per Share Information)

(Unaudited)

        

(Amounts in 000’s)

(Unaudited)

(Amounts in 000’s, Except Percentages)

			Three Months Ended
			3rd Qtr, 2024												3rd Qtr, 2023
			$						Diluted per share						$						Diluted per share
Net earnings			$	114,166					$	2.11					$	108,650					$	2.01
Amortization (1)			16,805						0.31						20,693						0.38
Restructuring expenses			2,519						0.05						4,448						0.08
Acquisition related adjustments			(1,455)						(0.03)						1,405						0.03
Facility consolidation related expenses			510						0.01						—						—
Net periodic pension benefit (other than service costs & curtailment)			(3,876)						(0.07)						(2,103)						(0.04)
Charitable support to Ukraine			286						0.01						118						—
Income tax effect of pre-tax adjustments			(3,875)						(0.07)						(6,091)						(0.11)
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)			—						0.01						—						0.02
Adjusted net earnings			$	125,080					$	2.33					$	127,120					$	2.37
Diluted weighted average number of shares			54,037												54,157
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)			(243)												(550)
Adjusted diluted weighted average number of shares			53,794												53,607
			Nine Months Ended
			3rd Qtr, 2024												3rd Qtr, 2023
			$						Diluted per share						$						Diluted per share
Net earnings			$	316,129					$	5.84					$	324,589					$	5.99
Amortization (1)			54,008						1.00						61,970						1.14
Restructuring expenses			11,046						0.20						11,698						0.22
Acquisition related adjustments			(2,796)						(0.05)						3,651						0.07
Facility consolidation related expenses			518						0.01						—						—
Net periodic pension benefit (other than service costs & curtailment)			(11,244)						(0.21)						(6,929)						(0.13)
Charitable support to Ukraine			462						0.01						607						0.01
Income tax effect of pre-tax adjustments			(13,258)						(0.24)						(17,678)						(0.33)
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)			—						0.04						—						0.08
Adjusted net earnings			$	354,865					$	6.60					$	377,908					$	7.05
Diluted weighted average number of shares			54,168												54,192
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings (2)			(427)												(614)
Adjusted diluted weighted average number of shares			53,741												53,578

(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.

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.