Residential Kitchen Majority Sale Announcement December 4, 2025 1 Cautionary statements Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," " ...

Core Insights - Middleby Corporation (MIDD) reported third-quarter 2025 adjusted earnings of $2.37 per share, exceeding the Zacks Consensus Estimate of $2.03, with a year-over-year increase of 3% despite lower sales [1] - Net sales reached $982 million, surpassing the consensus estimate of $957 million, marking a 4.2% year-over-year increase, although organic sales decreased by 0.1% [1] - The company anticipates fourth-quarter sales between $990 million and $1.02 billion, with adjusted earnings projected to be in the range of $2.19 to $2.34 per share [9][10] Segment Performance - The Commercial Foodservice Equipment Group, accounting for 61.7% of net sales, generated $606 million, a 2.4% increase year over year, with organic sales up 1.6% [2] - The Residential Kitchen Equipment Group reported sales of $174.8 million, a 0.9% increase year over year, while organic sales decreased by 0.6% [3] - The Food Processing Equipment Group saw sales of $201.3 million, a significant 13.2% increase year over year, despite a 5.6% decline in organic sales [4] Financial Metrics - Cost of sales rose by 5.7% year over year to $620.8 million, with gross profit increasing by 1.7% to $361.3 million, resulting in a gross margin of 36.8%, down 90 basis points from the previous year [5] - Adjusted EBITDA decreased by 7.8% year over year to $196.4 million, with an adjusted EBITDA margin of 20.0%, down 260 basis points [6] - Cash and cash equivalents at the end of the third quarter were $175.1 million, down from $689.5 million at the end of December 2024, while long-term debt decreased to $2.03 billion [7] Future Outlook - For 2025, Middleby expects total sales between $3.85 billion and $3.89 billion, with adjusted EBITDA forecasted at $779 million to $789 million and adjusted earnings projected to be between $8.99 and $9.14 per share [11]

Core Insights - The Middleby Corporation (MIDD) reported adjusted earnings of $2.35 per share for Q2 2025, exceeding the Zacks Consensus Estimate of $2.20, although the earnings decreased by 1.7% year over year due to lower sales [1] - Net sales reached $977.9 million, surpassing the consensus estimate of $975 million, but showed a decline of 1.4% year over year, with organic sales down by 5.4% [1][10] - The company is on track to spin off its food processing business into a standalone public company by the first half of 2026, aiming to enhance strategic focus and capital optimization for both entities [11][12] Financial Performance - The Commercial Foodservice Equipment Group segment, accounting for 59.4% of net sales, reported sales of $580.6 million, down 4.8% year over year, with organic sales decreasing by 5.5% [2] - The Residential Kitchen Equipment Group segment, representing 18.5% of total sales, saw a decline to $181.1 million, down 6.1% year over year, with organic sales down by 7.8% [3] - The Food Processing Equipment Group segment, which makes up 22.1% of total sales, experienced a 14.4% increase in sales to $216.2 million, driven by acquisitions, despite a 2.9% decline in organic sales [4] Margin and Cost Analysis - Cost of sales decreased by 0.9% year over year to $606.6 million, while gross profit fell by 2.2% to $371.3 million, resulting in a gross margin of 38%, down 30 basis points from the previous year [5] - Selling, general and administrative expenses rose by 7.5% year over year to $213.6 million, leading to an operating income decrease of 11.6% to $155.4 million and an operating margin decline of 180 basis points to 15.9% [5] Cash Flow and Capital Expenditure - As of the end of Q2 2025, Middleby had cash and cash equivalents of $511.5 million, down from $689.5 million at the end of December 2024, with long-term debt slightly reduced to $2.33 billion [7] - In the first half of 2025, net cash generated from operating activities was $263.1 million, compared to $290.4 million in the same period last year, while capital expenditure increased to $54.7 million from $24.7 million [8] Future Guidance - For Q3 2025, Middleby expects total sales to be between $950 million and $975 million, with segment-specific projections for Commercial Foodservice, Residential Kitchen, and Food Processing [13] - The company anticipates adjusted EBITDA in the range of $185 million to $195 million and adjusted earnings per share between $2.04 and $2.19 [14] - For the full year 2025, total sales are projected to be between $3.81 billion and $3.87 billion, with adjusted EBITDA forecasted at $770 million to $800 million and adjusted earnings per share expected to be between $8.65 and $9.05 [15]

Core Insights - The Middleby Corporation reported first-quarter 2025 adjusted earnings of $2.08 per share, exceeding the Zacks Consensus Estimate of $1.94, marking a year-over-year increase of 10.1% due to lower costs [1] - Net revenues for the quarter were $906.6 million, falling short of the consensus estimate of $941 million, representing a year-over-year decrease of 2.2% [2] Financial Performance - The Commercial Foodservice Equipment Group segment, accounting for 62.1% of net sales, generated $562.7 million, down 3.2% year over year, with organic sales decreasing by 2.8% [2] - The Residential Kitchen Equipment Group segment, representing 19.4% of total sales, reported $176 million, an increase of 1.2% year over year, with organic sales up by 2% [3] - The Food Processing Equipment Group segment, making up 18.5% of sales, totaled $167.9 million, down 2.2% year over year, with organic sales decreasing by 12.9% [4] Margin and Cost Analysis - Cost of sales decreased by 3.4% year over year to $560.7 million, while gross profit slightly declined by 0.1% to $345.9 million, resulting in a gross margin of 38.2%, an increase of 80 basis points from the previous year [5] - Selling, general and administrative expenses fell by 1.7% year over year to $202.6 million, leading to a 2.5% increase in operating income to $140.6 million, with an operating margin increase of 70 basis points to 15.5% [5] Cash Flow and Balance Sheet - As of the end of the first quarter, Middleby had cash and cash equivalents of $745.1 million, up from $689.5 million at the end of December 2024, with long-term debt slightly decreasing to $2.34 billion [7] - The company generated net cash of $141.1 million from operating activities in the first three months of 2025, compared to $140.9 million in the same period last year [7] - Capital expenditure for the quarter was $33.7 million, significantly higher than $13.7 million in the year-ago period, while free cash flow decreased to $107.4 million from $127.2 million [8] Strategic Developments - Middleby is on track to spin off its food processing business into a standalone public company, expected to be completed by early 2026, aiming to create two independent companies focused on different market segments [9][10]

Financial Performance - Middleby's Q1 2025 net sales decreased by 2.2% to $906.6 million, compared to $926.9 million in Q1 2024[8] - Adjusted EBITDA for Q1 2025 was $182.1 million, a decrease of 2.0% compared to $185.8 million in Q1 2024[8] - Operating cash flow remained relatively stable at $141.1 million in Q1 2025, compared to $140.9 million in Q1 2024[8] - Middleby repurchased $29 million of common stock in Q1 2025 and an additional $21 million to date in Q2 2025[25] Segment Performance - Commercial Foodservice net sales decreased by 3.2% to $562.7 million in Q1 2025[13] - Residential Kitchen net sales increased by 1.2% to $176.0 million in Q1 2025[16] - Food Processing net sales decreased by 2.2% to $167.9 million in Q1 2025[19] Strategic Initiatives - Middleby plans to allocate the vast majority of free cash flow to share repurchases, aiming to reduce outstanding shares by 6–8% annually[2] - The company is targeting a leverage ratio of 2.0–2.5x[2] - Middleby is progressing with the Food Processing spin-off, targeted for completion by early 2026[4] - Preliminary tariff cost effect is projected to be $150–200 million annually, with China representing roughly 50% of the identified cost exposure[3] Regional Performance - In Commercial Foodservice, U S and Canada revenue was $413.9 million, a decrease of 2.8%[14] - In Residential Kitchen, U S and Canada revenue was $112.9 million, an increase of 5.5%[17] - In Food Processing, U S and Canada revenue was $93.2 million, a decrease of 10.2%[20]

Financial Data and Key Metrics Changes - The company reported revenues for 2024 at approximately $3.9 billion, a modest decline compared to the previous year. Adjusted EBITDA was $866 million with a margin of 22.4%, slightly ahead of last year [19] - In Q4, revenues exceeded $1 billion, with adjusted EBITDA of over $251 million, marking a record margin of 24.8%. GAAP earnings per share were $2.07, while adjusted EPS was $2.88 [20] - Free cash flow reached $229 million in Q4, contributing to a total of over $640 million for the year, with a free cash flow conversion rate of 140% [18][23] Business Line Data and Key Metrics Changes - The Food Processing segment achieved 4.7% organic revenue growth in Q4, resulting in revenues of over $219 million and an adjusted EBITDA margin of 29.6%, up 200 basis points year-over-year [20] - Residential revenues in Q4 were $185 million, down 2.4% year-over-year, but marked the slowest decline of the year. The adjusted EBITDA margin was 13%, the highest in 1.5 years [21] - Commercial revenues in Q4 were over $609 million, with organic revenues down 2.8% year-over-year, maintaining healthy margins over 28% [22] Market Data and Key Metrics Changes - The company noted that macro conditions remained challenging for both commercial and residential businesses but showed signs of gradual improvement moving forward [14] - The Food Processing business finished the year exceptionally strong, with expectations for continued growth into 2025 driven by favorable long-term market drivers [15] Company Strategy and Development Direction - The company announced plans to separate its Food Processing business into a stand-alone public company, aiming to create two independent industry leaders and enhance strategic focus [5][6] - The remaining Middleby Corporation will focus on commercial and residential kitchen equipment, with an emphasis on innovation and capturing market opportunities in automation and digital technologies [9][10] - The company plans to execute the separation through a tax-free spinoff expected to be completed by early 2026 [10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery of the residential business, anticipating gradual improvement in the coming years due to strategic investments made during the downturn [49][50] - The company expects organic revenue growth in the low single digits for 2025, with profitability growth rates exceeding organic revenue growth [30] - Management highlighted the importance of M&A opportunities for both the Food Processing and remaining businesses, with a balanced approach to capital allocation [63] Other Important Information - The company added two new Board members, enhancing the Board's capabilities and perspectives as part of a refreshment process [11][12] - The company is focused on increasing the mix of parts and services across its business segments, leveraging IoT and data to enhance customer experience [124] Q&A Session Summary Question: Can you walk us through the decision to separate Food Processing? - Management indicated that the decision was based on a long-term strategic review, believing that separation will accelerate growth for both entities [42][44] Question: What are the expected free cash flow conversions for the separate businesses? - Management suggested that both businesses could achieve 100% or greater free cash flow conversion, given their similar cash flow characteristics [46] Question: How does the company view the recovery in the residential business? - Management noted that the residential business is at a cyclical trough but sees significant opportunities for growth and margin expansion in the coming years [50][72] Question: What is the outlook for organic growth in Commercial Foodservice? - Management expects a slow start to the year but anticipates improving conditions throughout 2025, with new store openings and increased consultant activity driving growth [80][86] Question: What is the leverage profile expected post-spin? - Management indicated that the Food Processing business would likely have less leverage, allowing for more focus on M&A opportunities [95]