v3.26.1
Nature of Operations and Basis of Presentation (Policies)
6 Months Ended
Jul. 04, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations
(a)
Nature of Operations

Midera Food Processing, Inc. (formerly known as The Middleby Corporation’s Food Processing Equipment Group) (the “Company” or “Midera”) is engaged in the design, manufacture and sale of food processing equipment. The Company manufactures and assembles this equipment at thirteen U.S. and sixteen international manufacturing facilities. For the avoidance of doubt, when using the terms “we”, “us” or “our” throughout this report, it is in reference to the Company.

On February 25, 2025, The Middleby Corporation (Middleby or Parent) announced its intent to separate its Food Processing Equipment Group into a standalone public company through the distribution of Midera common stock to Middleby stockholders (the Spin-off). On June 29, 2026, in connection with the completion of the Spin-off, the Company used borrowings under its revolving credit facility and cash on hand to make a distribution to Middleby of $233.0 million. On July 6, 2026, Middleby completed the Spin-off through the distribution of all of the then issued and outstanding shares of Midera common stock to Middleby stockholders on the basis of one share of Midera common stock for every one share of Middleby common stock held as of 4:00 p.m. Central Time on June 26, 2026, the record date for the distribution, resulting in the distribution of 45,222,349 shares of Midera common stock to Middleby stockholders. Upon completion of the Spin-off, Midera became an independent public company and Middleby has no ownership interest in the Company. Midera common stock began “regular way” trading on The Nasdaq Stock Market LLC under the ticker symbol MFP on July 7, 2026. See Note 6, “Debt” and Note 14, “Subsequent Events” for additional information on the Spin-off and related transactions.

Basis of Presentation
(b)
Basis of Presentation

Prior to the completion of the Spin-off, the Company historically operated as part of Middleby and not as a separate entity. These Condensed Combined Financial Statements of the Company have been derived from the historical condensed consolidated financial statements and accounting records of the Parent to present Midera’s Condensed Combined Financial Statements as if the Company had been operated on a standalone basis for the periods presented. The historical condensed combined financial statements (together with the notes thereto, the “Condensed Combined Financial Statements”) reflect our financial position, results of operations and cash flows as we were historically managed, in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”).

The Condensed Combined Financial Statements include the assets, liabilities, net sales and expenses that management has determined are specifically or primarily identifiable to us, as well as direct and indirect costs that are attributable to our operations. Indirect costs have been allocated to us for the purposes of preparing the Condensed Combined Financial Statements based on a specific identification basis or, when specific identification is not practicable, a proportional cost allocation method, primarily based on net sales, headcount or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by us during the periods presented. As a result, the financial information included in these Condensed Combined Financial Statements may not necessarily reflect what our financial condition, results of operations or cash flows would have been had we been a standalone company during the periods presented, including changes that will occur in our operations and capital structure as a result of becoming a separate company.

All intercompany transactions and balances within the Company have been eliminated. All transactions between the Company and the Parent are considered to be settled in the Condensed Combined Financial Statements at the time the transaction is recorded, with the exception of loans and indemnified amounts which could potentially be settled in future periods. The effects of the settlement of these transactions between the Company and the Parent are reflected in the Condensed Combined Statements of Cash Flows as “Net transfers to Parent” within financing activities, and in the Condensed Combined Balance Sheets and Condensed Combined Statements of Changes in Parent Company Net Investment as “Net Parent Investment”. Other transactions with Middleby subsidiaries that are cash settled are recorded as amounts due to or due from related parties.

The accompanying unaudited interim Condensed Combined Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission applicable to interim financial information and do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. These unaudited interim Condensed Combined Financial Statements should be read in conjunction with the audited Combined Financial Statements and Notes thereto for the fiscal year ended January 3, 2026 included in the Company's final Information Statement, dated as of June 22, 2026, included as Exhibit 99.1 to the Company's Current Report on Form 8-K filed on June 22, 2026.

The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses as well as related disclosures. On an ongoing basis, the Company evaluates its estimates and assumptions based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these

estimates under different assumptions or conditions. The unaudited interim Condensed Combined Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of the interim periods. The Company’s interim results are not necessarily indicative of the results to be expected for the full fiscal year.

The Company’s fiscal year ends on the Saturday nearest December 31. All fiscal quarters presented included 13 weeks.

Foreign Currency
(c)
Foreign Currency

Exchange gains and losses on foreign currency transactions are included in determining net earnings for the period in which they occur. These transactions amounted to a loss of $1.8 million and a gain of $10.2 million during the three months ended July 4, 2026 and June 28, 2025, respectively, and a loss of $1.5 million and a gain of $10.5 million during the six months ended July 4, 2026 and June 28, 2025, respectively. These gains and losses are included in other expense (income), net on the Condensed Combined Statements of Earnings.

Reclassifications
(d)
Reclassifications

Certain prior period amounts have been reclassified to conform to the current year presentation.