← Back to MIDD filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
(Unaudited)
Jul 4, 2026 Jan 3, 2026
ASSETS
Current assets:
Cash and cash equivalents $ 159,178 $ 222,239
Accounts receivable, net of allowances for credit losses of $24,829 and $25,001 601,178 573,039
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 of accumulated depreciation of $335,984 and $311,226 423,052 431,622
Goodwill 1,794,299 1,799,649
Other intangibles, net of accumulated amortization of $585,437 and $564,224 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 liabilities:
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:
Preferred stock, $0.01 par value; none issued — —
Common stock, $0.01 par value; 65,119,985 and 64,964,586 shares issued 153 153
Paid-in capital 618,767 602,765
Treasury stock, at cost; 19,897,564 and 16,041,990 shares (2,316,646) (1,735,281)
Retained earnings 4,055,195 4,050,456
Accumulated other comprehensive loss (147,515) (141,864)
Total stockholders' equity 2,209,954 2,776,229
Total liabilities and stockholders' equity $ 5,360,653 $ 6,315,166
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
1
Table of Contents
THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in thousands, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
Jul 4, 2026 Jun 28, 2025 Jul 4, 2026 Jun 28, 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
Dilutive common stock equivalents 17 538 14 783
Diluted 45,343 53,154 46,293 53,888
Comprehensive income/(loss) $ 33,862 $ 212,664 $ (912) $ 344,444
(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 accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
2
Table of Contents
THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(amounts in thousands)
(Unaudited)
Common Stock Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity
Balance, April 4, 2026 $ 153 $ 611,017 $ (2,110,057) $ 4,000,383 $ (126,565) $ 2,374,931
Net earnings — — — 54,812 — 54,812
Currency translation adjustments — — — — (19,129) (19,129)
Change in unrecognized pension benefit costs, net of tax of $344 — — — — (317) (317)
Unrealized loss on interest rate swap, net of tax of $(463) — — — — (1,504) (1,504)
Stock compensation — 7,750 — — — 7,750
Purchase of treasury stock — — (206,589) — — (206,589)
Balance, July 4, 2026 $ 153 $ 618,767 $ (2,316,646) $ 4,055,195 $ (147,515) $ 2,209,954
Balance, January 3, 2026 $ 153 $ 602,765 $ (1,735,281) $ 4,050,456 $ (141,864) $ 2,776,229
Net earnings — — — 4,739 — 4,739
Currency translation adjustments — — — — (31,478) (31,478)
Change in unrecognized pension benefit costs, net of tax of $238 — — — — 1,504 1,504
Unrealized loss on interest rate swap, net of tax of $(680) — — — — (2,194) (2,194)
Reclassification due to sale of Residential Kitchen Equipment Group — — — — 26,517 26,517
Stock compensation — 16,002 — — — 16,002
Purchase of treasury stock — — (581,365) — — (581,365)
Balance, July 4, 2026 $ 153 $ 618,767 $ (2,316,646) $ 4,055,195 $ (147,515) $ 2,209,954
Common Stock Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity
Balance, March 29, 2025 $ 148 $ 522,665 $ (983,469) $ 4,420,539 $ (229,962) $ 3,729,921
Net earnings — — — 105,956 — 105,956
Currency translation adjustments — — — — 114,647 114,647
Change in unrecognized pension benefit costs, net of tax of $669 — — — — (4,222) (4,222)
Unrealized loss on interest rate swap, net of tax of $(1,102) — — — — (3,717) (3,717)
Stock compensation — 6,224 — — — 6,224
Purchase of treasury stock — — (326,254) — — (326,254)
Balance, June 28, 2025 $ 148 $ 528,889 $ (1,309,723) $ 4,526,495 $ (123,254) $ 3,622,555
Balance, December 28, 2024 $ 148 $ 520,177 $ (940,691) $ 4,328,187 $ (269,390) $ 3,638,431
Net earnings — — — 198,308 — 198,308
Currency translation adjustments — — — — 161,476 161,476
Change in unrecognized pension benefit costs, net of tax of $939 — — — — (6,174) (6,174)
Unrealized loss on interest rate swap, net of tax of $(2,803) — — — — (9,166) (9,166)
Stock compensation — 8,712 — — — 8,712
Purchase of treasury stock — — (369,032) — — (369,032)
Balance, June 28, 2025 $ 148 $ 528,889 $ (1,309,723) $ 4,526,495 $ (123,254) $ 3,622,555
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
Table of Contents
THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(Unaudited)
Six Months Ended
Jul 4, 2026 Jun 28, 2025
Cash flows from operating activities:
Net earnings $ 4,739 $ 198,308
(Loss)/earnings from discontinued operations, net of tax (134,759) 11,579
Earnings from continuing operations, net of tax 139,498 186,729
Adjustments to reconcile earnings from continuing operations, net of tax to net cash provided by operating activities - continuing operations:
Depreciation and amortization 51,234 52,413
Non-cash share-based compensation 17,327 7,878
Deferred income taxes 26,574 33,666
Net periodic pension benefit (4,857) (3,117)
Equity in losses of affiliate, net of tax 28,895 —
Changes in fair value of note receivable (4,499) —
Other non-cash items 627 (134)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net (32,210) (7,497)
Inventories, net (51,721) (18,393)
Prepaid expenses and other assets 38,387 (22,075)
Accounts payable 19,830 16,331
Accrued expenses and other liabilities (41,559) (16,754)
Net cash provided by operating activities - continuing operations 187,526 229,047
Net cash (used in)/provided by operating activities - discontinued operations (24,196) 34,090
Net cash provided by operating activities 163,330 263,137
Cash flows from investing activities:
Net additions to property, plant and equipment (18,634) (41,064)
Purchase of intangible assets — (1,114)
Proceeds from sale of 51% interest in Residential Kitchen Equipment Group, net of cash transferred 564,575 —
Acquisitions, net of cash acquired (1,063) (3,491)
Net cash provided by/(used in) investing activities - continuing operations 544,878 (45,669)
Net cash used in investing activities - discontinued operations (1,577) (13,587)
Net cash provided by/(used in) investing activities 543,301 (59,256)
Cash flows from financing activities:
Proceeds from Credit Facility 740,000 —
Proceeds from Midera Credit Facility 228,000 —
Repayments under Credit Facility (1,159,065) (21,875)
Repayments of foreign loans (2,170) (744)
Payments of deferred purchase price (12,359) (15,033)
Repurchase of treasury stock (581,874) (365,691)
Other, net — (116)
Net cash used in financing activities (787,468) (403,459)
Effect of exchange rates on cash and cash equivalents (3,555) 21,544
Changes in cash and cash equivalents and cash and cash equivalents held for sale - discontinued operations:
Net decrease (84,392) (178,034)
Balance at beginning of period 244,447 689,533
Balance at end of period $ 160,055 $ 511,499
Non-cash investing and financing activities:
Non-cash consideration from sale of Residential Kitchen Equipment Group - Retained Investment $ 150,847 $ —
Non-cash consideration from sale of Residential Kitchen Equipment Group - Note Receivable 82,380 —
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
Table of Contents
THE MIDDLEBY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 4, 2026
(Unaudited)
(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)Basis of Presentation
The Condensed Consolidated Financial Statements have been prepared by The Middleby Corporation (the "company" or “Middleby”), pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial statements are unaudited and certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the company believes that the disclosures are adequate to make the information not misleading. These financial statements should be read in conjunction with the financial statements and related notes contained in the company's 2025 Form 10-K. The company’s interim results are not necessarily indicative of future full year results for the fiscal year 2026.
In the opinion of management, the financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly the financial position of the company as of July 4, 2026 and January 3, 2026, the results of operations for the three and six months ended July 4, 2026 and June 28, 2025, cash flows for the six months ended July 4, 2026 and June 28, 2025 and statement of stockholders' equity for the three and six months ended July 4, 2026 and June 28, 2025.
Residential Transaction
On February 2, 2026, the company completed a transaction selling a 51% stake in its Residential Kitchen Equipment Group to an affiliate of 26North Partners LP (the “Residential Transaction”). Following the close of the Residential Transaction, the company owns a 49% non-controlling equity interest in Composition Brands, a new standalone entity holding the Residential Kitchen Equipment business ("Composition Brands"). The company received cash proceeds of $564.6 million, net of cash disposed and subject to future closing adjustments, and a promissory note payable by Composition Brands in the principal amount of $135.0 million, with an initial fair value of $82.4 million. The company's retained interest in Composition Brands had an initial fair value of $150.8 million.
The sale of the Residential Kitchen Equipment Group represents a strategic shift that will have a major effect on the company's operations and financial results. Due to this shift, the Residential Kitchen Equipment Group’s financial results are reflected in the Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Cash Flows as discontinued operations through the date of deconsolidation. The assets and liabilities of the Residential Kitchen Equipment Group have been reclassified and reported as assets and liabilities held for sale - discontinued operations in the Condensed Consolidated Balance Sheets through the date of deconsolidation. These changes have been applied to all periods presented. Additionally, all of the Notes to the Condensed Consolidated Financial Statements have been retrospectively restated to only include the company's continuing operations, unless noted otherwise.
The Residential Kitchen Equipment Group, historically presented as a reportable segment, is no longer included in segment results. Certain prior year amounts within the company's segment reporting that were previously associated with the Residential Kitchen Equipment Group were excluded from the scope of the Residential Transaction and are now included within Corporate and Other. All prior period segment disclosures have been recast to reflect these changes. See Note 7 to these Notes to the Condensed Consolidated Financial Statements for further information regarding the company’s business segment results.
See Notes 4 and 9 to these Notes to the Condensed Consolidated Financial Statements for further information on the retained equity method investment and discontinued operations, respectively.
Midera Spin-off
On July 6, 2026, the company completed the previously announced separation of its food processing business, Midera Food Processing, Inc. (“Midera”), into a new, publicly traded company (the “Spin-off”). The Spin-off was achieved through the distribution by the company of 100% of the issued and outstanding shares of Midera common stock on a pro rata basis to the holders of the company’s common stock. The Spin-off is expected to qualify as a tax-free distribution for U.S. federal income tax purposes. Midera is now an independent public company trading under the symbol “MFP” on The Nasdaq Stock Market LLC.
In connection with the Spin-off, the company entered into various agreements to effect the separation and provide a framework for the relationship between it and Midera, including a Separation and Distribution Agreement, a Tax Matters Agreement, an Employee Matters Agreement and a Transition Services Agreement ("TSA"). Under the terms of the TSA, the company and Midera will each provide specified services, including information technology, payroll and benefits, accounting, finance,
5
Table of Contents
compliance and administrative activities, to the other on a transitional basis to help ensure an orderly transition following the Spin-off.
After the Spin-off, the company will no longer consolidate Midera into its financial results. The Spin-off of Midera represents a strategic shift that will have a major effect on the company's operations and financial results. Due to this shift, the Food Processing business will be reflected in the company’s financial statements as a discontinued operation beginning in the third quarter of 2026, including for periods prior to the consummation of the Spin-off. The Food Processing business remains in continuing operations for all periods presented in this Form 10-Q.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses. Significant estimates and assumptions are used for, but are not limited to, allowances for credit losses, reserves for excess and obsolete inventories, long-lived and intangible assets, equity method investments, note receivables, warranty reserves, insurance reserves, income tax reserves, non-cash share-based compensation and post-retirement obligations. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed in the notes herein.
(b)Inventories
Inventories consist of the following (in thousands):
Jul 4, 2026 Jan 3, 2026
Raw materials and parts $ 408,195 $ 404,119
Work-in-process 101,154 93,334
Finished goods 228,284 195,136
Inventories, net $ 737,633 $ 692,589
(c)Goodwill and Other Intangibles
Goodwill
Changes in the carrying amount of goodwill for the six months ended July 4, 2026 are as follows (in thousands):
Commercial Foodservice Food Processing Total
Balance as of January 3, 2026 $ 1,297,332 $ 502,317 $ 1,799,649
Measurement period adjustments to goodwill acquired in prior year — 2,019 2,019
Exchange effect and other (2,314) (5,055) (7,369)
Balance as of July 4, 2026 $ 1,295,018 $ 499,281 $ 1,794,299
The annual impairment assessment for goodwill and indefinite-lived intangible assets is performed as of the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. The company does not believe there have been any interim indicators of impairment requiring analysis other than at the annual assessment date. This is supported by the review of order rates, backlog levels and financial performance across business segments.
6
Table of Contents
Other Intangibles
Intangible assets consist of the following (in thousands):
July 4, 2026 January 3, 2026
Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization
Amortized intangible assets:
Customer relationships $ 688,368 $ (528,161) $ 690,513 $ (507,129)
Developed technology 91,090 (57,276) 91,319 (54,027)
Backlog — — 3,463 (3,068)
Total amortized intangible assets $ 779,458 $ (585,437) $ 785,295 $ (564,224)
Indefinite-lived assets:
Trademarks and trade names $ 836,966 $ 840,121
The aggregate intangible amortization expense was $13.1 million and $13.6 million for the three month period ended July 4, 2026 and June 28, 2025, respectively. The aggregate intangible amortization expense was $26.4 million and $27.8 million for the six month period ended July 4, 2026 and June 28, 2025, respectively. The estimated future amortization expense of intangible assets is as follows (in thousands):
Remainder of 2026 $ 23,648
2027 41,039
2028 34,795
2029 29,897
2030 25,724
Thereafter 38,918
$ 194,021
(d)Accrued Expenses
Accrued expenses consist of the following (in thousands):
Jul 4, 2026 Jan 3, 2026
Contract liabilities $ 173,023 $ 168,381
Accrued payroll and related expenses 102,221 110,621
Accrued warranty 78,223 79,512
Accrued customer rebates 44,830 56,585
Accrued short-term leases 20,824 19,522
Accrued sales and other tax 18,985 18,702
Accrued agent commission 18,818 17,686
Accrued professional fees 16,212 18,112
Accrued contingent consideration 12,332 26,764
Accrued product liability and workers compensation 8,460 9,700
Other accrued expenses 55,455 49,225
Accrued expenses $ 549,383 $ 574,810
(e)Litigation Matters
From time to time, the company is subject to proceedings, lawsuits and other claims related to products, suppliers, employees, customers and competitors. The company maintains insurance to partially cover product liability, workers compensation, property and casualty, and general liability matters. The company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of accrual required, if any, for these contingencies is made after assessment of each matter and the related insurance coverage. The required accrual
7
Table of Contents
may change in the future due to new developments or changes in approach, such as a change in settlement strategy in dealing with these matters. The company does not believe that any such matter will have a material adverse effect on its financial condition, results of operations or cash flows.
(f)Other Comprehensive Income/(Loss)
Changes in accumulated other comprehensive loss(1) were as follows (in thousands):
Currency Translation Adjustment Pension Benefit Costs Unrealized Gain/(Loss) Interest Rate Swap Total
Balance as of January 3, 2026 $ (69,612) $ (80,363) $ 8,111 $ (141,864)
Other comprehensive (loss)/income before reclassification (31,478) 480 2,452 (28,546)
Amounts reclassified from accumulated other comprehensive loss 23,647 3,894 (4,646) 22,895
Net current-period other comprehensive (loss)/income (7,831) 4,374 (2,194) (5,651)
Balance as of July 4, 2026 $ (77,443) $ (75,989) $ 5,917 $ (147,515)
Balance as of December 28, 2024 $ (213,255) $ (78,534) $ 22,399 $ (269,390)
Other comprehensive income/(loss) before reclassification 161,476 (7,225) 94 154,345
Amounts reclassified from accumulated other comprehensive loss — 1,051 (9,260) (8,209)
Net current-period other comprehensive income/(loss) 161,476 (6,174) (9,166) 146,136
Balance as of June 28, 2025 $ (51,779) $ (84,708) $ 13,233 $ (123,254)
(1)As of July 4, 2026, pension and unrealized loss on interest rate swap amounts, net of tax, were $16.2 million and $2.9 million, respectively. During the six months ended July 4, 2026, the adjustments to pension and unrealized loss on interest rate swap amounts, net of tax, were $0.2 million and $(0.7) million, respectively. As of June 28, 2025, pension and unrealized gain on interest rate swap amounts, net of tax, were $14.8 million and $5.2 million, respectively. During the six months ended June 28, 2025, the adjustments to pension and unrealized gain on interest rate swap amounts, net of tax, were $0.9 million and $(2.8) million, respectively.
Components of other comprehensive income/(loss) were as follows (in thousands):
Three Months Ended Six Months Ended
Jul 4, 2026 Jun 28, 2025 Jul 4, 2026 Jun 28, 2025
Net earnings $ 54,812 $ 105,956 $ 4,739 $ 198,308
Currency translation adjustment (19,129) 114,647 (31,478) 161,476
Pension liability adjustment, net of tax (317) (4,222) 1,504 (6,174)
Unrealized loss on interest rate swaps, net of tax (1,504) (3,717) (2,194) (9,166)
Reclassification due to sale of Residential Kitchen Equipment Group — — 26,517 —
Comprehensive income/(loss) $ 33,862 $ 212,664 $ (912) $ 344,444
(g)Fair Value Measures
Accounting Standards Codification ("ASC") 820 Fair Value Measurements and Disclosures defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into the following levels:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Level 3 – Unobservable inputs based on the company's own assumptions.
8
Table of Contents
The company’s financial assets and liabilities that are measured at fair value and are categorized using the fair value hierarchy are as follows (in thousands):
Level 1 Level 2 Level 3 Total
As of July 4, 2026
Financial Assets:
Note receivable $ — $ — $ 86,879 $ 86,879
Interest rate swaps — 8,356 — 8,356
Financial Liabilities:
Contingent consideration — — 15,313 15,313
Foreign exchange derivative contracts — 155 — 155
As of January 3, 2026
Financial Assets:
Interest rate swaps $ — $ 11,230 $ — $ 11,230
Financial Liabilities:
Contingent consideration — — 32,950 32,950
Foreign exchange derivative contracts — 804 — 804
The note receivable was received in conjunction with the Residential Transaction. Changes in fair value associated with the note receivable are recognized in Other (income)/expense, net in the Condensed Consolidated Statements of Comprehensive Income. See Note 4 to these Notes to the Condensed Consolidated Financial Statements for further information regarding the note receivable.
The following table represents changes in the fair value of the note receivable (in thousands):
Balance as of January 3, 2026 $ —
Receipt of note receivable at fair value 82,380
Changes in fair value 4,499
Balance as of July 4, 2026 $ 86,879
The contingent consideration as of July 4, 2026 and January 3, 2026 relates to earnout provisions recorded in conjunction with various purchase agreements.
Earnout provisions are classified within Level 3 in the fair value hierarchy, as the methodology used to estimate fair value includes significant unobservable inputs reflecting management’s own assumptions. The earnout provisions associated with these acquisitions are based upon performance measurements related to sales and EBITDA, as defined in the respective purchase agreements. On a quarterly basis, the company assesses the projected results for each of the acquisitions in comparison to the earnout targets and adjusts the liability accordingly. Discount rates for valuing contingent consideration are determined based on the company's rates and specific acquisition risk considerations. Changes in fair value associated with the earnout provisions are recognized in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income. The earnout liabilities are included in Accrued expenses and Other non-current liabilities in the Condensed Consolidated Balance Sheets.
The following table represents changes in the fair value of the contingent consideration liabilities (in thousands):
Balance as of January 3, 2026 $ 32,950
Payments of contingent consideration (13,408)
Changes in fair value (4,229)
Balance as of July 4, 2026 $ 15,313
(h)Warranty Costs
In the normal course of business, the company issues product warranties for specific product lines and provides for the estimated future warranty cost in the period in which the sale is recorded. The estimate of warranty cost is based on contract terms and historical warranty loss experience that is periodically adjusted for recent actual experience. Because warranty estimates are forecasts that are based on the best available information, claim costs may differ from amounts provided. Adjustments to initial obligations for warranties are made as changes in the obligations become reasonably estimable.
9
Table of Contents
A rollforward of the warranty reserve is as follows (in thousands):
Balance as of January 3, 2026 $ 79,512
Warranty reserve related to acquisitions 155
Warranty expense 36,904
Warranty claims (38,348)
Balance as of July 4, 2026 $ 78,223
(i)Income Taxes
A tax provision of $43.3 million, at an effective rate of 34.2%, was recorded during the three month period ended July 4, 2026, as compared to a tax provision of $25.4 million at an effective rate of 20.0% in the prior year period.
A tax provision of $70.9 million, at an effective rate of 29.6%, was recorded during the six month period ended July 4, 2026, as compared to a tax provision of $51.6 million at an effective rate of 21.6% in the prior year period.
The effective tax rates for the three and six months ended July 4, 2026 were higher than the prior year periods primarily due to discrete tax items related to certain internal restructurings associated with the Spin-off and other foreign discrete tax items. The effective tax rates were higher than the U.S. statutory tax rate of 21.0% primarily due to non-deductible expenses, state taxes and foreign rate differentials.
(j)Non-Cash Share-Based Compensation
The company estimates the fair value of market-based stock awards at the time of grant and recognizes compensation cost over the vesting period of the awards. Non-cash share-based compensation expense was $7.3 million and $5.6 million for the three month period ended July 4, 2026 and June 28, 2025, respectively. Non-cash share-based compensation expense was $17.3 million and $7.9 million for the six month period ended July 4, 2026 and June 28, 2025, respectively.
(k)Earnings Per Share
Basic earnings per share is calculated based upon the weighted average number of common shares actually outstanding, and diluted earnings per share is calculated based upon the weighted average number of common shares outstanding and other dilutive securities.
The company’s potentially dilutive securities consist of shares issuable upon vesting of restricted stock grants, computed using the treasury method, and amounted to 17,000 and 28,000 for the three months ended July 4, 2026 and June 28, 2025, respectively.
The company’s potentially dilutive securities consist of shares issuable upon vesting of restricted stock grants, computed using the treasury method, and amounted to 14,000 for both the six months ended July 4, 2026 and June 28, 2025.
For the three and six months ended June 28, 2025, the average market price of the company's common stock exceeded the exercise price of the Convertible Notes (as defined below) resulting in 510,000 and 769,000 diluted common stock equivalents to be included in the diluted net earnings per share, respectively.
(l)Common, Preferred and Treasury Stock
Shares Authorized
At July 4, 2026 and January 3, 2026, the company had 95,000,000 authorized shares of common stock and 2,000,000 authorized shares of non-voting preferred stock.
Treasury Stock
In November 2017, the company's Board of Directors approved a stock repurchase program authorizing the company to repurchase in the aggregate up to 2,500,000 shares of its outstanding common stock. In May 2022, July 2024 and May 2025, the company's Board of Directors approved the repurchase of an additional 2,500,000, 2,500,000 and 7,500,000 shares of its outstanding common stock under the current program, respectively.
During the three and six months ended July 4, 2026, the company repurchased 1,408,062 and 3,793,467 shares of its common stock under the program for $200.0 million and $565.9 million, respectively. During the three and six months ended June 28, 2025, the company repurchased 2,220,686 and 2,412,734 shares of its common stock under the program for $322.7 million and $351.9 million, respectively. As of July 4, 2026, 11,938,407 shares had been purchased under the stock repurchase program and 3,061,593 shares remained authorized for repurchase.
10
Table of Contents
The company also treats shares withheld for tax purposes on behalf of employees in connection with the vesting of restricted share grants as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. During the three and six months ended July 4, 2026, the company repurchased 5,874 and 62,107 shares of its common stock that were surrendered to the company for withholding taxes related to restricted stock vestings for $1.0 million and $9.9 million, respectively. During the three and six months ended June 28, 2025, the company repurchased 1,436 and 82,984 shares of its common stock that were surrendered to the company for withholding taxes related to restricted stock vestings for $0.2 million and $13.8 million, respectively.
(m)Condensed Consolidated Statements of Cash Flows
Cash paid for interest was $50.6 million and $45.7 million for the six months ended July 4, 2026 and June 28, 2025, respectively. Cash payments totaling $29.4 million and $49.7 million were made for income taxes for the six months ended July 4, 2026 and June 28, 2025, respectively.
(n)New Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the footnotes to the financial statements for both annual and interim periods. This ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The company is currently evaluating the impact of the adoption of this standard.
(2)ACQUISITIONS AND PURCHASE ACCOUNTING
The company accounts for all business combinations using the acquisition method to record a new cost basis for the assets acquired and liabilities assumed. The difference between the purchase price and the fair value of the assets acquired and liabilities assumed has been recorded as goodwill in the financial statements. The company recognizes identifiable intangible assets, primarily trade names and customer relationships, at their fair value using a discounted cash flow model. The significant assumptions used to estimate the value of the intangible assets include revenue growth rates, projected profit margins, discount rates, royalty rates, and customer attrition rates. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The results of operations are reflected in the Condensed Consolidated Financial Statements of the company from the dates of acquisition.
2025 Acquisitions
During 2025, the company completed various acquisitions that were not individually material. The final allocation of consideration paid for the 2025 acquisitions is summarized as follows (in thousands):
Preliminary Opening Balance Sheet Measurement Period Adjustments Adjusted Opening Balance Sheet
Cash $ 7,434 $ — $ 7,434
Current assets 41,749 (1,357) 40,392
Property, plant and equipment 6,073 — 6,073
Goodwill 13,419 1,912 15,331
Other intangibles 10,263 — 10,263
Other assets 44 5,456 5,500
Current portion of long-term debt (875) — (875)
Current liabilities (36,513) (350) (36,863)
Long-term debt (696) — (696)
Long-term deferred tax liability (2,304) 231 (2,073)
Other non-current liabilities (5,077) (4,987) (10,064)
Consideration paid at closing $ 33,517 $ 905 $ 34,422
Contingent consideration 4,698 — 4,698
Net assets acquired and liabilities assumed $ 38,215 $ 905 $ 39,120
11
Table of Contents
The net long-term deferred tax liability amounted to $2.1 million. The net long-term deferred tax liability is comprised of $1.3 million related to the difference between the book and tax basis of identifiable intangible assets and $0.8 million related to the difference between the book and tax basis of identifiable tangible asset and liability accounts.
The goodwill and $4.6 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350. Other intangibles also include $2.6 million allocated to customer relationships, $1.1 million allocated to developed technology, and $2.0 million allocated to backlog, which are being amortized over periods of 7 years, 7 years, and 6 months, respectively. Goodwill of $15.3 million and other intangibles of $10.3 million are allocated to the Food Processing Equipment Group for segment reporting purposes. Of these assets, goodwill of $7.8 million and intangibles of $5.5 million are expected to be deductible for tax purposes.
Two purchase agreements include earnout provisions providing for a contingent payment due to the sellers for the achievement of certain targets. Two earnouts are payable to the extent certain EBITDA targets are met with measurement dates ending in 2028. The contractual obligation associated with the contingent earnout provisions recognized on the acquisition date amounts to $4.7 million.
2026 Acquisitions
There were no acquisitions completed during the six month period ended July 4, 2026.
Pro Forma Financial Information
In accordance with ASC 805 Business Combinations, the following unaudited pro forma results of operations for the six months ended July 4, 2026 and June 28, 2025, assumes the 2025 acquisitions described above were completed on December 29, 2024 (first day of fiscal year 2025). The following pro forma results include adjustments to reflect amortization of intangibles associated with the acquisitions and the effects of adjustments made to the carrying value of certain assets (in thousands, except per share data):
Six Months Ended
Jul 4, 2026 Jun 28, 2025
Net sales $ 1,715,457 $ 1,544,483
Net earnings from continuing operations 141,863 180,965
Net earnings per share:
Basic from continuing operations $ 3.07 $ 3.41
Diluted from continuing operations 3.06 3.36
Pro forma data may not be indicative of the results that would have been obtained had these acquisitions occurred at the beginning of the periods presented, nor is it intended to be a projection of future results. Additionally, the pro forma financial information does not reflect the costs which the company has incurred or may incur to integrate the acquired businesses.
(3)REVENUE RECOGNITION
Disaggregation of Revenue
The company disaggregates its net sales by reportable operating segment and geographical location as the company believes it best depicts how the nature, timing and uncertainty of its net sales and cash flows are affected by economic factors. In general, the Commercial Foodservice Equipment Group recognizes revenue at the point in time control transfers to its customers based on contractual shipping terms. Revenue from equipment sold under long-term contracts within the Food Processing Equipment group is recognized over time as the equipment is manufactured and assembled.
12
Table of Contents
The following table summarizes the company's net sales by reportable operating segment and geographical location (in thousands):
Commercial Foodservice Food Processing Total
Three Months Ended July 4, 2026
United States and Canada $ 436,825 $ 125,985 $ 562,810
Asia 56,626 6,854 63,480
Europe and Middle East 108,386 98,205 206,591
Latin America 28,776 13,892 42,668
Total $ 630,613 $ 244,936 $ 875,549
Six Months Ended July 4, 2026
United States and Canada $ 885,105 $ 241,027 $ 1,126,132
Asia 103,353 17,724 121,077
Europe and Middle East 206,002 170,073 376,075
Latin America 51,689 40,484 92,173
Total $ 1,246,149 $ 469,308 $ 1,715,457
Three Months Ended June 28, 2025
United States and Canada $ 412,575 $ 124,949 $ 537,524
Asia 51,835 7,456 59,291
Europe and Middle East 96,244 65,223 161,467
Latin America 19,951 18,566 38,517
Total $ 580,605 $ 216,194 $ 796,799
Six Months Ended June 28, 2025
United States and Canada $ 826,435 $ 218,112 $ 1,044,547
Asia 100,550 11,160 111,710
Europe and Middle East 178,295 119,911 298,206
Latin America 38,042 34,917 72,959
Total $ 1,143,322 $ 384,100 $ 1,527,422
Contract Balances
Contract assets primarily relate to the company's right to consideration for work completed but not billed at the reporting date and are recorded in Prepaid expenses and other in the Condensed Consolidated Balance Sheet. Contract assets are transferred to receivables when the right to consideration becomes unconditional. Accounts receivable are not considered contract assets under the revenue standard as contract assets are conditioned upon the company's future satisfaction of a performance obligation. Accounts receivable, in contracts, are unconditional rights to consideration.
Contract liabilities relate to advance consideration received from customers for which revenue has not been recognized. Current contract liabilities are recorded in Accrued expenses in the Condensed Consolidated Balance Sheet. Non-current contract liabilities are recorded in Other non-current liabilities in the Condensed Consolidated Balance Sheet. Contract liabilities are reduced when the associated revenue from the contract is recognized.
The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands):
Jul 4, 2026 Jan 3, 2026
Contract assets $ 51,877 $ 57,039
Contract liabilities 173,023 168,381
Non-current contract liabilities 21,259 20,987
During the six month period ended July 4, 2026, the company reclassified $26.1 million to receivables, which was included in the contract asset balance at the beginning of the period. During the six month period ended July 4, 2026, the company
13
Table of Contents
recognized revenue of $84.7 million, which was included in the contract liability balance at the beginning of the period. Additions to contract liabilities representing amounts billed to customers in excess of revenue recognized to date were $105.6 million during the six month period ended July 4, 2026.
Substantially all of the company's outstanding performance obligations will be satisfied within 12 to 36 months. There were no contract asset impairments during the six month period ended July 4, 2026.
(4)EQUITY METHOD INVESTMENT AND NOTE RECEIVABLE
As a result of the completion of the Residential Transaction on February 2, 2026, the company deconsolidated the Residential Kitchen Equipment Group and recognized a loss on disposal within discontinued operations. See Note 9 to these Notes to the Condensed Consolidated Financial Statements for further information on the company's discontinued operations. Following the closing, the company retained a 49% non-controlling equity interest in Composition Brands, which now holds the Residential Kitchen Equipment business. The company accounts for its investment in Composition Brands under the equity method of accounting in accordance with ASC 323 Investments—Equity Method and Joint Ventures.
The initial fair value of the company’s equity method investment of $150.8 million, as of February 2, 2026, was determined using an option pricing model under the income approach. Key inputs included the discount rate, expected volatility and time to liquidity. This one-time, non-recurring valuation is classified as Level 3 due to the use of significant unobservable inputs. In addition to the initial fair value, the company capitalized $4.4 million of eligible costs into the initial carrying value of the investment.
The company has elected to report its share of Composition Brands' results of operations on a one-quarter lag, consistent with the timing of financial information available from Composition Brands. The company reports its share of Composition Brands' results of operations in Equity in losses of affiliate, net of tax in the Condensed Consolidated Statements of Comprehensive Income.
Due to the presence of certain liquidation preferences and other investor rights in the limited partnership agreement, the company utilizes the Hypothetical Liquidation at Book Value (“HLBV”) method to determine its share of Composition Brands' earnings or losses. Under the HLBV method, the company calculates its share of Composition Brands' earnings or losses for each reporting period based on the change in the amount the company would receive if Composition Brands were liquidated at book value at the beginning and end of the period, taking into account the capital structure of Composition Brands, including any liquidation and distribution preferences. The HLBV method is considered the most appropriate means of reflecting the economic substance of the company’s investment in Composition Brands, given the existence of contractual terms that affect the allocation of profits and losses among investors.
In connection with the Residential Transaction, the company entered into various commercial arrangements, pursuant to which the company will provide certain engineering, manufacturing, distribution, and sales channel support to Composition Brands on a transitional basis for initial periods of up to three years from the closing date of the Residential Transaction, with certain commercial arrangements automatically renewing for one-year terms until terminated. The company will also provide certain post-closing information technology, finance, tax, human resources, treasury, legal and supply chain services on a transitional basis for periods, generally up to 12 months from the closing date of the Residential Transaction (although certain services may be provided for up to 18 months from the closing date of the transaction if Composition Brands exercises its extension option), under the terms of a transition services agreement. Income and expenses related to these agreements are recognized in accordance with the underlying contractual terms and were not material to the company’s Condensed Consolidated Financial Statements for the period ended July 4, 2026.
No distributions or dividends were received from Composition Brands during the quarter ended July 4, 2026.
The company evaluates its equity method investment for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. As of July 4, 2026, no indicators of impairment were identified.
Note Receivable
In connection with the Residential Transaction, the company received an unsecured promissory note from Composition Brands in the principal amount of $135.0 million. The note matures on August 2, 2033 and is comprised of two tranches:
•$125.0 million is non-interest bearing, and
•$10.0 million bears interest at a rate of 12% per annum.
The note contains provisions that require partial or full repayment upon the occurrence of certain specified events, including the sale of specified assets, achievement of certain EBITDA targets, change of control of Composition Brands, or the occurrence of other events and conditions as defined in the transaction agreements. The company monitors these contingencies on an ongoing basis.
14
Table of Contents
The company has elected to account for the note receivable at fair value under the fair value option in accordance with ASC 825 Financial Instruments. The company estimates the fair value of the note receivable using the income approach. The note receivable is classified as a Level 3 instrument in the fair value hierarchy due to the use of significant unobservable inputs, including the timing and amount of future cash flows due to the contingent repayment provisions and the discount rate, which reflects market participant assumptions regarding the credit risk of the counterparty.
The note is presented as Note receivable in the Condensed Consolidated Balance Sheets and is measured at fair value at each reporting date, with changes in fair value recognized in Other (income)/expense, net in the Condensed Consolidated Statements of Comprehensive Income.
As of July 4, 2026, the total fair value of the note receivable was $86.9 million. For the three and six months ended July 4, 2026, the company recognized income due to changes in fair value of $2.7 million and $4.5 million, respectively.
(5)FINANCING ARRANGEMENTS
The following table provides information about the company's financing arrangements (in thousands):
Jul 4, 2026 Jan 3, 2026
Senior secured revolving credit line $ 300,000 $ 698,500
Term loan facility 793,067 805,097
Delayed draw term loan facility 629,070 637,135
Midera Credit Facility 228,000 —
Foreign loans 29,387 32,270
Total debt 1,979,524 2,173,002
Less: Current maturities of long-term debt 44,101 44,420
Long-term debt $ 1,935,423 $ 2,128,582
Credit Facility
As of July 4, 2026, the company had $1.7 billion of borrowings outstanding under its credit facility (the "Credit Facility"), including $794.8 million outstanding under the term loan ($793.1 million, net of unamortized issuance fees) and $629.1 million outstanding under the delayed draw term loan. The company also had $4.2 million in outstanding letters of credit as of July 4, 2026, which reduces the borrowing availability under the Credit Facility. Remaining borrowing capacity under this facility was $2.1 billion at July 4, 2026.
At July 4, 2026, borrowings under the Credit Facility accrued interest at a rate of 1.375% above the daily simple or term Secured Overnight Financing Rate (“SOFR”) per annum or 0.375% above the highest of the prime rate, the federal funds rate plus 0.50% and one month Term SOFR plus 1.00%. The interest rates on borrowings under the Credit Facility may be adjusted quarterly based on the company’s Funded Debt less Unrestricted Cash to Pro Forma EBITDA (the “Leverage Ratio”) on a rolling four-quarter basis. Additionally, a commitment fee based upon the Leverage Ratio is charged on the unused portion of the commitments under the Credit Facility. As of July 4, 2026, borrowings under the Credit Facility accrued interest at a minimum of 1.375% above SOFR (with an additional spread adjustment of 0.10%) and the variable unused commitment fee will be at a minimum of 0.20%. The average interest rate per annum, inclusive of hedging instruments, on the debt under the Credit Facility was equal to 4.73% at the end of the period and the variable commitment fee was equal to 0.20% per annum as of July 4, 2026.
The term loan and delayed draw term loan facilities had an average interest rate per annum, inclusive of hedging instruments, of 4.58% as of July 4, 2026.
On June 29, 2026, Alkar Holdings, Inc., a wholly-owned subsidiary of the company as of July 4, 2026, entered into a five-year, $1.0 billion credit agreement (the "Midera Credit Facility") in connection with the anticipated Spin-off, which matures on June 29, 2031 and consists of a $750.0 million U.S. Dollar revolving credit facility and a $250.0 million multi-currency revolving credit facility. Debt issuance costs of $3.6 million were recorded in Other assets in the Condensed Consolidated Balance Sheets and will be amortized over the term of the Midera Credit Facility on a straight-line basis. As of July 4, 2026, the company had $228.0 million in U.S. dollar borrowings outstanding under the revolving credit facility and no outstanding letters of credit. As of July 4, 2026, the interest rate for borrowings outstanding under the Midera Credit Facility was 4.90% and the commitment fee was 0.20%.
On June 29, 2026, the company received a cash distribution of $233.0 million from Alkar Holdings, Inc. in connection with the anticipated Spin-off, financed through borrowings under the Midera Credit Facility and cash on hand. The company used the proceeds received from the cash distribution to repay a portion of the outstanding borrowings under its Credit Facility.
15
Table of Contents
On October 23, 2025, a foreign subsidiary of the Food Processing Equipment Group entered into a term loan with an initial principal amount of €20.0 million, which matures on September 30, 2035 and will be repaid in equal quarterly installments beginning in the first quarter of 2026 (the "Midera Foreign Debt"). In addition, the company has other international credit facilities to fund working capital needs outside the United States. At July 4, 2026, these foreign credit facilities amounted to $29.4 million with a weighted average per annum interest rate of approximately 2.75%.
In connection with the Spin-off, on July 6, 2026, the Midera Credit Facility, inclusive of all borrowings outstanding, and Midera Foreign Debt were transferred to Midera and will no longer be reflected in the company's Condensed Consolidated Financial Statements beginning July 6, 2026. See Note 1 to these Notes to the Condensed Consolidated Financial Statements for further information on the Spin-off.
The company’s debt is reflected on the balance sheet at cost. The fair values of the Credit Facility, term debt and foreign and other debt is based on the amount of future cash flows associated with each instrument discounted using the company's incremental borrowing rate. The company believes its interest rate margins, based on the company’s Leverage Ratio, on its existing debt are consistent with current market conditions and therefore the carrying value of debt reflects the fair value. The carrying value and estimated aggregate fair value, a Level 2 measurement, based primarily on market prices, of debt is as follows (in thousands):
Jul 4, 2026 Jan 3, 2026
Carrying Value Fair Value Carrying Value Fair Value
Total debt $ 1,979,524 $ 1,981,244 $ 2,173,002 $ 2,175,192
The company uses floating-to-fixed interest rate swap agreements to hedge variable interest rate risk associated with the Credit Facility. At July 4, 2026, the company had outstanding floating-to-fixed interest rate swaps totaling $155.0 million notional amount carrying an average interest rate of 1.05% maturing in less than 12 months and $460.0 million notional amount carrying an average interest rate of 3.11% that mature in more than 12 months but less than 60 months.
At July 4, 2026, the company was in compliance with all covenants pursuant to its borrowing agreements.
Convertible Notes
On August 21, 2020, the company issued $747.5 million aggregate principal amount of 1.00% Convertible Senior Notes due September 1, 2025 in a private offering pursuant to an indenture (the "Indenture"), dated August 21, 2020, between the company and U.S. Bank National Association, as trustee. The Convertible Notes were convertible based upon an initial conversion rate of 7.7746 shares of the company's common stock per $1,000 principal amount of the Convertible Notes, which was equivalent to an initial conversion price of approximately $128.62 per share of the company's common stock, subject to adjustment upon occurrence of certain specified events in accordance with the Indenture.
During the three month period ended June 28, 2025, the company recognized interest expense of $2.7 million related to the Convertible Notes, including $1.8 million of contractual interest and $0.9 million of interest cost related to amortization of issuance costs. During the six month period ended June 28, 2025, the company recognized interest expense of $5.5 million related to the Convertible Notes, including $3.7 million of contractual interest and $1.8 million of interest cost related to amortization of issuance costs.
All of the Convertible Notes were converted in the third quarter of 2025 ahead of maturity on September 1, 2025.
(6)FINANCIAL INSTRUMENTS
Foreign Exchange
The company periodically enters into derivative instruments, principally forward contracts, to reduce exposures pertaining to fluctuations in foreign exchange rates. The notional amount of foreign currency contracts outstanding was $145.9 million and $120.9 million as of July 4, 2026 and January 3, 2026, respectively. The fair value of these forward contracts was a loss of $0.2 million at the end of the second quarter of 2026.
Interest Rate
The company has entered into interest rate swaps to fix the interest rate applicable to certain of its variable-rate debt. The company has designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in other comprehensive income/(loss). As of July 4, 2026, the fair value of these instruments was an asset of $8.4 million. The change in fair value of these swap agreements in the first six months of 2026 was a loss of $2.2 million, net of taxes.
16
Table of Contents
The following table summarizes the fair value of interest rate swaps (in thousands):
Condensed Consolidated Balance Sheets Location Jul 4, 2026 Jan 3, 2026
Prepaid expenses and other $ 1,921 $ 1,516
Other assets 6,435 9,714
The following table summarizes the impact on earnings from interest rate swaps (in thousands):
Three Months Ended Six Months Ended
Location Jul 4, 2026 Jun 28, 2025 Jul 4, 2026 Jun 28, 2025
Amount of (loss)/gain recognized in other comprehensive income Other comprehensive income/(loss) $ (74) $ (220) $ 1,772 $ (2,709)
Gain reclassified from accumulated other comprehensive income (effective portion) Interest expense and deferred financing amortization, net 1,892 4,599 4,646 9,260
Interest rate swaps are subject to default risk to the extent the counterparty is unable to satisfy its settlement obligations under the interest rate swap agreements. The company reviews the credit profile of the financial institutions that are counterparties to such swap agreements and assesses their creditworthiness prior to entering into the interest rate swap agreements and throughout the term. The interest rate swap agreements typically contain provisions that allow the counterparty to require early settlement in the event that the company becomes insolvent or is unable to maintain compliance with its covenants under its existing debt agreement.
(7)SEGMENT INFORMATION
An operating segment is defined as a component of an enterprise which has discrete financial information that is evaluated regularly. The company determined that its Chief Executive Officer is the Chief Operating Decision Maker (the "CODM") who possesses the ultimate authority with respect to assessment of performance, allocation of resources, and all strategic actions of the company. In performing this responsibility, the CODM regularly reviews key internal management reports, financial information including forecasts, and quarterly results, which are prepared at the operating segment level.
In accordance with ASC 280-10, Segment Reporting, the company operates in two reportable operating segments defined by management reporting structure and operating activities. The company’s reportable segments are:
(i)Commercial Foodservice Equipment Group: Manufactures, sells, and distributes foodservice equipment for the restaurant and institutional kitchen industry
(ii)Food Processing Equipment Group: Manufactures preparation, cooking, packaging food handling and food safety equipment for the food processing industry
Adjusted EBITDA is the profitability metric reported to the CODM for purposes of making decisions about allocation of resources to each segment and assessing performance of each segment. The company defines Adjusted EBITDA as operating income less depreciation, intangible amortization, restructuring, acquisition related adjustments, impairments, stock compensation and other non-recurring items which management considers to be outside core operating results. The CODM reviews this metric regularly to compare the profitability of segments, identify trends, and evaluate which segments require additional resources or strategic adjustments. The CODM uses Adjusted EBITDA to support the allocation of resources predominantly in the annual budget and forecasting process. The company believes that investors find this measure useful in comparing our operating performance to that of other companies in our industry because this measure generally illustrates the underlying performance of the business.
Management believes that inter-segment sales are made at established arm's length transfer prices. All inter-segment transactions are eliminated and values are presented net of eliminations. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.
17
Table of Contents
The following table summarizes the results of operations for the company's business segments(1) (in thousands):
Commercial Foodservice Food Processing Corporate and Other(2) Total
Three Months Ended July 4, 2026
Net sales $ 630,613 $ 244,936 $ — $ 875,549
Cost of sales 382,742 158,199 (473) 540,468
Other segment items(3) 85,345 36,923 19,634 141,902
Segment adjusted EBITDA(4) 162,526 49,814 (19,161) 193,179
Depreciation expense(5) 7,302 4,197 541 12,040
Amortization expense(6) 10,558 2,541 625 13,724
Net capital expenditures 7,923 2,740 32 10,695
Six Months Ended July 4, 2026
Net sales $ 1,246,149 $ 469,308 $ — $ 1,715,457
Cost of sales 751,906 305,163 117 1,057,186
Other segment items(3) 173,317 72,908 38,244 284,469
Segment adjusted EBITDA(4) 320,926 91,237 (38,361) 373,802
Depreciation expense(5) 14,546 7,902 1,092 23,540
Amortization expense(6) 21,181 5,262 1,251 27,694
Net capital expenditures 12,137 6,069 428 18,634
Three Months Ended June 28, 2025
Net sales $ 580,605 $ 216,194 $ — $ 796,799
Cost of sales 346,453 135,279 (1,035) 480,697
Other segment items(3) 77,561 35,066 21,839 134,466
Segment adjusted EBITDA(4) 156,591 45,849 (20,804) 181,636
Depreciation expense(5) 6,911 3,095 699 10,705
Amortization expense(6) 10,952 2,629 1,776 15,357
Net capital expenditures 8,464 6,432 (312) 14,584
Six Months Ended June 28, 2025
Net sales $ 1,143,322 $ 384,100 $ — $ 1,527,422
Cost of sales 676,899 242,232 (389) 918,742
Other segment items(3) 158,402 65,956 41,201 265,559
Segment adjusted EBITDA(4) 308,021 75,912 (40,812) 343,121
Depreciation expense(5) 13,541 5,986 1,524 21,051
Amortization expense(6) 22,246 5,543 3,573 31,362
Net capital expenditures 15,203 25,723 138 41,064
(1)Non-operating expenses are not allocated to the reportable segments. Non-operating expenses consist of interest expense and deferred financing amortization, net periodic pension benefit, income taxes, equity in losses of affiliate and other income and expense items outside of income from operations.
(2)Includes corporate and other general company operations.
(3)Other segment items for each reportable segment includes operating expenses, which primarily consist of selling, general and administrative expenses. Other segment items excludes the impact of depreciation, intangible amortization, restructuring, stock compensation and other items that neither relate to the ordinary course of the company’s business nor reflect the company’s underlying business performance.
(4)Excludes the impacts mentioned in Other segment items.
(5)Includes depreciation on right of use assets.
(6)Includes amortization of deferred financing costs and, for the three and six month period ended June 28, 2025, Convertible Notes issuance costs.
18
Table of Contents
A reconciliation of Adjusted EBITDA to Net earnings from continuing operations is as follows (in thousands):
Three Months Ended Six Months Ended
Jul 4, 2026 Jun 28, 2025 Jul 4, 2026 Jun 28, 2025
Adjusted EBITDA $ 193,179 $ 181,636 $ 373,802 $ 343,121
Less: Other segment operating expenses(1) 45,431 33,819 92,700 65,783
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
(1)Consists of the impact of depreciation, intangible amortization, restructuring, stock compensation and other items that neither relate to the ordinary course of the company’s business nor reflect the company’s underlying business performance.
The following table summarizes total assets by segment (in thousands):
Jul 4, 2026 Jan 3, 2026
Commercial Foodservice $ 3,579,748 $ 3,569,952
Food Processing 1,375,327 1,438,433
Corporate and Other(1) 405,578 1,306,781
Total $ 5,360,653 $ 6,315,166
(1)Includes corporate and other general company assets and assets held for sale - discontinued operations.
Geographic Information
The following table summarizes long-lived assets, excluding goodwill and other intangibles, by geographical location (in thousands):
Jul 4, 2026 Jan 3, 2026
United States and Canada $ 588,765 $ 407,979
Asia 37,057 36,994
Europe and Middle East 253,668 254,687
Latin America 12,069 12,022
Total International 302,794 303,703
Total long-lived assets $ 891,559 $ 711,682
(8)EMPLOYEE RETIREMENT PLANS
The following table summarizes the company's net periodic pension benefit related to the Aga Rangemaster Group Pension Scheme (in thousands):
Three Months Ended Six Months Ended
Jul 4, 2026 Jun 28, 2025 Jul 4, 2026 Jun 28, 2025
Interest cost $ 10,796 $ 12,016 $ 21,596 $ 23,428
Expected return on assets (14,034) (14,444) (28,073) (28,162)
Amortization of prior service cost 683 693 1,366 1,352
Total net periodic pension benefit $ (2,555) $ (1,735) $ (5,111) $ (3,382)
19
Table of Contents
The pension costs for all other plans of the company were not material during the period. All components of pension benefit are included within Net periodic pension benefit in the Condensed Consolidated Statements of Comprehensive Income.
(9)DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
As discussed in Note 1 to these Notes to the Condensed Consolidated Financial Statements, the Residential Kitchen Equipment Group’s financial results are reflected in the Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Cash Flows as discontinued operations through the date of deconsolidation. The assets and liabilities of the Residential Kitchen Equipment Group were reclassified and reported as assets and liabilities held for sale - discontinued operations in the Condensed Consolidated Balance Sheets through the date of deconsolidation.
Upon classification as held for sale during the fourth quarter of 2025, the company ceased depreciating and amortizing long-lived assets within the disposal group, which primarily included property, plant and equipment, intangible assets, and operating lease right-of-use assets.
The Residential Transaction was completed on February 2, 2026. Following the close of the Residential Transaction, the company owns a 49% non-controlling equity interest in Composition Brands, which now holds the Residential Kitchen Equipment business. The company received cash proceeds of $564.6 million, net of cash disposed and subject to future closing adjustments, and a promissory note payable by Composition Brands in the principal amount of $135.0 million, with an initial fair value of $82.4 million. The company's retained interest in Composition Brands had an initial fair value of $150.8 million. The company recognized a pre-tax loss of $94.9 million upon deconsolidation, including $50.8 million related to the remeasurement of the retained interest to fair value. See Note 4 to these Notes to the Condensed Consolidated Financial Statements for further information on the retained equity method investment and promissory note receivable.
Certain assets and liabilities included in the determination of consideration received for the Residential Transaction have not yet legally transferred to Composition Brands as of July 4, 2026. These assets and liabilities, which are associated with distribution operations in certain international locations, have not been deconsolidated and will remain classified as assets and liabilities held for sale – discontinued operations until legal transfer is completed, which is expected within one year of the closing date. Consideration allocated to this portion of the business of $6.5 million is included in Accrued expenses in Current liabilities held for sale - discontinued operations as of July 4, 2026. During the three month period ended July 4, 2026, the company recognized a $0.6 million reversal of a previously recorded held-for-sale loss for this portion of the business, resulting in no net loss on classification as held for sale for the six month period ended July 4, 2026. The loss was originally recorded in the first quarter of 2026 to adjust the carrying value of the remaining net assets to the value of deferred consideration.
Certain assets and liabilities that were previously associated with the Residential Kitchen Equipment Group were excluded from the scope of the Residential Transaction, including a defined benefit pension plan in the United Kingdom (the Aga Rangemaster Group Pension Scheme or the “Retained Plan”) and earnout obligations associated with several prior acquisitions.
The Retained Plan, which covers certain current and former employees of, and was previously sponsored by, a division within the Residential Kitchen Equipment Group, was not transferred to Composition Brands. The Retained Plan is not included in assets held for sale - discontinued operations. The ongoing net periodic pension benefit, actuarial gains and losses, and other comprehensive income/(loss) related to the Retained Plan are reflected in the company’s results of continuing operations. The Retained Plan is included within Corporate and Other in the company's business segment results. See Note 7 to these Notes to the Condensed Consolidated Financial Statements for further information regarding the company’s business segment results. Certain other immaterial defined benefit pension plans were included within the scope of the Residential Transaction and have been included within the results of discontinued operations.
20
Table of Contents
Financial Information
The following table summarizes the operating results of the Residential Kitchen Equipment Group as presented in Earnings/(loss) from discontinued operations, net of tax in the Condensed Consolidated Statements of Comprehensive Income (in thousands):
Three Months Ended Six Months Ended
Jul 4, 2026 Jun 28, 2025 Jul 4, 2026 Jun 28, 2025
Net sales $ 25 $ 181,060 $ 51,821 $ 357,064
Cost of sales 76 125,871 36,086 248,520
Gross profit (51) 55,189 15,735 108,544
Selling, general and administrative expenses 1,550 46,013 22,626 86,810
Restructuring expenses — 1,601 240 3,082
(Loss)/income from discontinued operations (1,601) 7,575 (7,131) 18,652
Interest income, net(1) (1) (412) (17) (869)
Net periodic pension cost — 21 — 40
Other expense, net — 2,006 768 3,320
Loss on disposition — — 94,911 —
Gain on classification as held for sale (608) — — —
(Loss)/earnings from discontinued operations before income taxes (992) 5,960 (102,793) 16,161
(Benefit from)/provision for income taxes (1,590) 1,670 31,966 4,582
Earnings/(loss) from discontinued operations, net of tax $ 598 $ 4,290 $ (134,759) $ 11,579
(1)Represents interest income directly associated with, not allocated to, the Residential Kitchen Equipment Group.
The following table summarizes the carrying amounts of major classes of assets and liabilities held for sale - discontinued operations as presented in the Condensed Consolidated Balance Sheets (in thousands):
Jul 4, 2026 Jan 3, 2026
ASSETS
Cash and cash equivalents $ 877 $ 22,208
Accounts receivable, net 2,978 109,280
Inventories, net 7,407 199,534
Prepaid expenses and other 221 17,951
Property, plant and equipment, net 164 150,561
Goodwill — 229,964
Other intangibles, net — 385,133
Pension benefits assets — 1,150
Other assets 189 49,410
Valuation allowance - loss on classification as held for sale — (62,750)
Total assets held for sale - discontinued operations $ 11,836 $ 1,102,441
LIABILITIES
Accounts payable $ 1,335 $ 53,151
Accrued expenses 8,059 93,247
Long-term deferred tax liability 4 71,649
Other non-current liabilities 124 24,288
Total liabilities held for sale - discontinued operations $ 9,522 $ 242,335
21
Table of Contents