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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): February 21, 2023

THE MIDDLEBY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-9973	36-3352497
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

1400 Toastmaster Drive, Elgin, Illinois	60120
(Address of Principal Executive Offices)	(Zip Code)

(847) 741-3300

(Registrant’s telephone number, including area code)

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 Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		MIDD		The Nasdaq 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. ☐

Item 2.02

Results of Operations and Financial Condition.

On February 21, 2023, The Middleby Corporation (the “Company”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2022. 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.

		(c) Exhibits.

Exhibit No.		Description

Exhibit 99.1		The Middleby Corporation press release dated February 21, 2023.

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: February 21, 2023
	By:	/s/ Bryan E. Mittelman
		Bryan E. Mittelman
		Chief Financial Officer

Exhibit Index

Exhibit No.		Description

Exhibit 99.1		The Middleby Corporation press release dated February 21, 2023.

Exhibit 99.1

The Middleby Corporation Reports Record Fourth Quarter Results

Revenue of $1,032 million, a 19.1% increase year over year

Diluted Earnings per share of $2.45 and adjusted net earnings per share of $2.57, an increase of 21.8% year over year

Adjusted EBITDA of $234 million, a 21.0% increase year over year

Profitability grew to an organic adjusted EBITDA margin of 23.8%

Completed the acquisition of Escher, a complement to Middleby’s offerings in bakery innovation

Completed the acquisition of Marco, expanding Middleby’s beverage dispensing solutions

ELGIN, Ill.--(BUSINESS WIRE)--February 21, 2023--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 fourth quarter of 2022.

“We are pleased with the results delivered in the fourth quarter and proud of our accomplishments for the year. Our team made great progress in 2022 moving forward our strategic and operating initiatives. We are excited about the many industry-leading innovations we have introduced over the past year and the robust pipeline of products we are launching in 2023. The investments we are making to evolve our go-to-market initiatives are paying dividends, as we have expanded the capabilities of our sales teams, deepened the relationships with our channel partners, and increased our engagement with end-user customers. The meaningful capital investments we have made in our operations have positioned us for increased manufacturing capacity and expected improvements in production efficiencies. In 2022, we also continued to execute our long-standing acquisition strategy -- adding eight brands to our portfolio and many exciting products complementing our commercial, food-processing and residential businesses. We are confident our execution of these strategic initiatives is positioning us for long-term growth and progressing us toward the profitability targets we have established for each of our three industry-leading foodservice segments,” said Tim FitzGerald, CEO of The Middleby Corporation.

2022 Fourth Quarter Financial Results

Net sales increased 19.1% in the fourth quarter over the comparative prior year period. Excluding the impacts of acquisitions and foreign exchange rates, sales increased 14.0% in the fourth quarter over the comparative prior year period, reflecting higher shipments as we realize benefits of investments to increase our production throughput.
Organic net sales (a non-GAAP measure) increases were reported for all three segments due to improvements in market conditions and consumer demand in the fourth quarter of 2022. A reconciliation of reported net sales by segment is as follows:

	Commercial Foodservice		Residential Kitchen		Food Processing		Total Company
Reported Net Sales Growth	19.2	%	3.1	%	45.2	%	19.1	%
Acquisitions	2.2	%	16.4	%	19.7	%	8.2	%
Foreign Exchange Rates	(2.4	)%	(4.6	)%	(3.5	)%	(3.1	)%
Organic Net Sales Growth ^{(1) (2)}	19.4	%	(8.7	)%	29.1	%	14.0	%
(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

Foreign exchange losses were approximately $9.8 million in the fourth quarter, which negatively impacted adjusted earnings per share by $0.14.
Adjusted EBITDA (a non-GAAP measure) was $233.5 million, in the fourth quarter of 2022, which includes $6.6 million of unfavorable translation impacts from changes in foreign exchange rates.

A reconciliation of organic adjusted EBITDA (a non-GAAP measure) by segment is as follows:

	Commercial Foodservice		Residential Kitchen		Food Processing		Total Company
Adjusted EBITDA	28.0	%	14.2	%	26.2	%	22.6	%
Acquisitions	(0.4	)%	(1.7	)%	(2.5	)%	(1.2	)%
Foreign Exchange Rates	0.1	%	(0.3	)%	(0.3	)%	(0.1	)%
Organic Adjusted EBITDA ^{(1) (2)}	28.3	%	16.2	%	29.0	%	23.8	%
(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 fourth quarter amounted to $159.1 million in comparison to $77.4 million in the prior year period. The total leverage ratio per our credit agreements was 3.0x. The trailing twelve month bank agreement pro-forma EBITDA was $889.6 million.
Cash balances at the end of the quarter were $162.0 million. Net debt, defined as debt excluding the unamortized discount associated with the Convertible Notes less cash, at the end of the 2022 fiscal fourth quarter amounted to $2.6 billion as compared to $2.3 billion at the end of fiscal 2021. Debt increased $70 million related to recent business acquisitions. Additionally, our borrowing availability at the end of the fourth quarter was approximately $2.2 billion.

“We are excited to have completed the acquisitions of Escher Mixers and Marco Beverage Systems in the fourth quarter. Escher is a leading provider of innovative dough handling and mixing equipment, including automated and robotic solutions. Escher is a perfect complement to our current industrial bakery business, extending our product offering and expanding the integrated full-line solutions we can provide to our bakery customers,” said Tim FitzGerald. “The acquisition of Marco further expands our rapidly growing beverage offerings. Marco is an innovation leader in beverage solutions, including coffee brewers, cold brew dispense systems, and a variety of hot, cold and sparkling water dispensers. Marco’s touchless and in-counter dispense technology is in demand due to space, labor and ergonomic advantages.” concluded Mr. FitzGerald.

Conference Call

The company has scheduled a conference call to discuss the fourth quarter results at 11 a.m. Eastern/10 a.m. Central Time on February 21st. 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 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, the state-of-the-art Middleby Innovation Kitchens showcases and demonstrates 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.

THE MIDDLEBY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts in 000’s, Except Per Share Information) (Unaudited)

	Three Months Ended						Twelve Months Ended
	4th Qtr, 2022			4th Qtr, 2021			4th Qtr, 2022			4th Qtr, 2021
Net sales	$	1,031,705		$	866,416		$	4,032,853		$	3,250,792
Cost of sales		641,635			550,783			2,586,299			2,055,932

Gross profit		390,070			315,633			1,446,554			1,194,860

Selling, general and administrative expenses		200,477			171,954			797,234			667,976
Restructuring expenses		1,485			5,059			9,716			7,655
Merger termination fee		—			—			—			(110,000	)
Gain on sale of plant		—			—			—			(763	)
Income from operations		188,108			138,620			639,604			629,992

Interest expense and deferred financing amortization, net		26,414			13,676			88,977			57,157
Net periodic pension benefit (other than service costs & curtailment)		(10,437	)		(10,798	)		(42,681	)		(45,066	)
Other expense (income), net		10,415			(237	)		28,893			(1,603	)

Earnings before income taxes		161,716			135,979			564,415			619,504

Provision for income taxes		28,519			33,301			127,846			131,012

Net earnings	$	133,197		$	102,678		$	436,569		$	488,492

Net earnings per share:

Basic	$	2.48		$	1.86		$	8.07		$	8.85

Diluted	$	2.45		$	1.80		$	7.95		$	8.62

Weighted average number of shares

Basic		53,809			55,190			54,095			55,216

Diluted		54,388			57,084			54,947			56,665

THE MIDDLEBY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in 000’s) (Unaudited)

	Dec 31, 2022		Jan 1, 2022
ASSETS

Cash and cash equivalents	$	162,001	$	180,362
Accounts receivable, net		631,134		577,142
Inventories, net		1,077,729		837,418
Prepaid expenses and other		125,640		92,269
Prepaid taxes		9,492		19,894
Total current assets		2,005,996		1,707,085

Property, plant and equipment, net		443,528		380,980
Goodwill		2,411,834		2,243,469
Other intangibles, net		1,794,232		1,875,377
Long-term deferred tax assets		6,738		33,194
Other assets		212,538		143,493

Total assets	$	6,874,866	$	6,383,598


LIABILITIES AND STOCKHOLDERS' EQUITY

Current maturities of long-term debt	$	45,583	$	27,293
Accounts payable		271,374		304,740
Accrued expenses		671,327		582,855
Total current liabilities		988,284		914,888

Long-term debt		2,676,741		2,387,001
Long-term deferred tax liability		220,204		186,935
Accrued pension benefits		14,948		219,680
Other non-current liabilities		176,942		180,818

Stockholders' equity		2,797,747		2,494,276

Total liabilities and stockholders' equity	$	6,874,866	$	6,383,598

THE MIDDLEBY CORPORATION
NON-GAAP SEGMENT INFORMATION (UNAUDITED)
(Amounts in 000’s, Except Percentages)

	Commercial Foodservice			Residential Kitchen			Food Processing			Total Company⁽¹⁾
Three Months Ended December 31, 2022
Net sales	$	633,272		$	216,068		$	182,365		$	1,031,705
Segment Operating Income	$	159,024		$	27,137		$	40,589		$	188,108
Operating Income % of net sales		25.1	%		12.6	%		22.3	%		18.2	%

Depreciation		6,855			4,325			1,730			13,011
Amortization		13,862			(3,072	)		5,556			16,346
Restructuring expenses		(515	)		2,215			(215	)		1,485
Acquisition related adjustments		(1,814	)		—			112			(1,307	)
Charitable support to Ukraine		—			—			—			169
Stock compensation		—			—			—			15,727
Segment adjusted EBITDA ⁽²⁾	$	177,412		$	30,605		$	47,772		$	233,539
Adjusted EBITDA % of net sales		28.0	%		14.2	%		26.2	%		22.6	%

Three Months Ended January 1, 2022
Net sales	$	531,348		$	209,494		$	125,574		$	866,416
Segment Operating Income	$	111,332		$	29,613		$	26,366		$	138,620
Operating Income % of net sales		21.0	%		14.1	%		21.0	%		16.0	%

Depreciation		6,235			3,535			1,596			11,501
Amortization		14,638			4,483			1,797			20,918
Restructuring expenses		4,036			1,023			—			5,059
Acquisition related adjustments		206			1,501			—			1,707
Stock compensation		—			—			—			15,195
Segment adjusted EBITDA	$	136,447		$	40,155		$	29,759		$	193,000
Adjusted EBITDA % of net sales		25.7	%		19.2	%		23.7	%		22.3	%

⁽¹⁾Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $22.3 million and $13.4 million for the three months ended December 31, 2022 and January 1, 2022, respectively. ⁽²⁾Foreign exchange rates negatively impacted Segment Adjusted EBITDA by approximately $6.6 million for the three months ended December 31, 2022.

THE MIDDLEBY CORPORATION
NON-GAAP SEGMENT INFORMATION (UNAUDITED)
(Amounts in 000’s, Except Percentages)

	Commercial Foodservice			Residential Kitchen			Food Processing			Total Company⁽¹⁾
Twelve Months Ended December 31, 2022
Net sales	$	2,410,266		$	1,048,122		$	574,465		$	4,032,853
Segment Operating Income	$	549,764		$	127,948		$	106,231		$	639,604
Operating Income % of net sales		22.8	%		12.2	%		18.5	%		15.9	%

Depreciation		24,432			13,596			5,912			44,619
Amortization		55,506			17,376			13,400			86,282
Restructuring expenses		2,419			5,107			2,190			9,716
Acquisition related adjustments		(3,070	)		15,062			415			13,852
Charitable support to Ukraine		—			—			—			967
Stock compensation		—			—			—			58,368
Segment adjusted EBITDA ⁽²⁾	$	629,051		$	179,089		$	128,148		$	853,408
Adjusted EBITDA % of net sales		26.1	%		17.1	%		22.3	%		21.2	%

Twelve Months Ended January 1, 2022
Net sales	$	2,032,761		$	737,285		$	480,746		$	3,250,792
Segment Operating Income	$	423,121		$	124,701		$	94,414		$	629,992
Operating Income % of net sales		20.8	%		16.9	%		19.6	%		19.4	%

Depreciation		23,814			12,655			5,601			42,681
Amortization		56,910			11,628			7,247			75,785
Restructuring expenses		5,422			1,857			376			7,655
Facility consolidation related expenses		993			—			—			993
Acquisition related adjustments		1,009			3,177			—			4,186
Merger termination fee, net deal costs		—			—			—			(90,285	)
Stock compensation		—			—			—			42,330
Gain on sale of plant		(678	)		(85	)		—			(763	)
Segment adjusted EBITDA	$	510,591		$	153,933		$	107,638		$	712,574
Adjusted EBITDA % of net sales		25.1	%		20.9	%		22.4	%		21.9	%

⁽¹⁾ Includes corporate and other general company expenses, which impact Segment Adjusted EBITDA, and amounted to $82.9 million and $59.6 million for the twelve months ended December 31, 2022 and January 1, 2022, respectively. ⁽²⁾Foreign exchange rates negatively impacted Segment Adjusted EBITDA by approximately $20.4 million for the twelve months ended December 31, 2022.

THE MIDDLEBY CORPORATION NON-GAAP INFORMATION (UNAUDITED) (Amounts in 000’s, Except Percentages)

	Three Months Ended
	4th Qtr, 2022						4th Qtr, 2021
	$			Diluted per share			$			Diluted per share
Net earnings	$	133,197		$	2.45		$	102,678		$	1.80
Amortization ⁽¹⁾		18,132			0.33			23,070			0.40
Restructuring expenses		1,485			0.03			5,059			0.09
Acquisition related adjustments		(1,307	)		(0.02	)		1,707			0.03
Net periodic pension benefit (other than service costs & curtailment)		(10,437	)		(0.19	)		(10,798	)		(0.19	)
Charitable support to Ukraine		169			—			—			—
Income tax effect of pre-tax adjustments		(2,075	)		(0.04	)		(4,664	)		(0.08	)
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings ⁽²⁾		—			0.01			—			0.06
Adjusted net earnings	$	139,164		$	2.57		$	117,052		$	2.11

Diluted weighted average number of shares		54,388						57,084
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings ⁽²⁾		(320	)					(1,718	)
Adjusted diluted weighted average number of shares		54,068						55,366

	Twelve Months Ended
	4th Qtr, 2022						4th Qtr, 2021
	$			Diluted per share			$			Diluted per share
Net earnings	$	436,569		$	7.95		$	488,492		$	8.62
Amortization ⁽¹⁾		93,441			1.70			82,562			1.46
Restructuring expenses		9,716			0.18			7,655			0.14
Acquisition related adjustments		13,852			0.25			4,186			0.07
Facility consolidation related expenses		—			—			993			0.02
Net periodic pension benefit (other than service costs & curtailment)		(42,681	)		(0.78	)		(45,066	)		(0.80	)
Merger termination fee, net deal costs								(90,285	)		(1.59	)
Gain on sale of plant		—			—			(763	)		(0.01	)
Charitable support to Ukraine		967			0.02			—			—
Discrete tax adjustments		—			—			(18,900	)		(0.33	)
Income tax effect of pre-tax adjustments		(18,824	)		(0.34	)		9,854			0.17
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings ⁽²⁾		—			0.12			—			0.19
Adjusted net earnings	$	493,040		$	9.10		$	438,728		$	7.94

Diluted weighted average number of shares		54,947						56,665
Adjustment for shares excluded due to anti-dilution effect on GAAP net earnings ⁽²⁾		(779	)					(1,393	)
Adjusted diluted weighted average number of shares		54,168						55,272

⁽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						Twelve Months Ended
	4th Qtr, 2022			4th Qtr, 2021			4th Qtr, 2022			4th Qtr, 2021
Net Cash Flows Provided By (Used In):
Operating activities	$	159,103		$	77,359		$	332,552		$	423,399
Investing activities		(90,451	)		(596,182	)		(348,319	)		(1,008,861	)
Financing activities		(64,963	)		448,428			7,631			502,789

Free Cash Flow
Cash flow from operating activities	$	159,103		$	77,359		$	332,552		$	423,399
Less: Capital expenditures, net of sale proceeds		(16,375	)		(16,591	)		(67,289	)		(40,261	)
Free cash flow	$	142,728		$	60,768		$	265,263		$	383,138

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.

Contacts

Darcy Bretz, Investor and Public Relations, (847) 429-7756
Bryan Mittelman, Chief Financial Officer, (847) 429-7715