Summary of Significant Accounting Policies

3 Months Ended

Mar. 28, 2020

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 2019 Form 10-K. The company’s interim results are not necessarily indicative of future full year results for the fiscal year 2020.

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 March 28, 2020 and December 28, 2019, the results of operations for the three months ended March 28, 2020 and March 30, 2019, cash flows for the three months ended March 28, 2020 and March 30, 2019 and statement of stockholders' equity for the three months ended March 28, 2020 and March 30, 2019.

Certain prior year amounts have been reclassified to be consistent with current year presentation, including classifying the non-operating components of pension benefit as an individual adjustment within the operating activities on the Consolidated Statements of Cash Flows. Previously the amounts were reported as changes in accrued expenses and other liabilities.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 doubtful accounts, reserves for excess and obsolete inventories, long-lived and intangible assets, warranty reserves, insurance reserves, income tax reserves, non-cash share-based compensation and post-retirement obligations. Actual results could differ from the company's estimates.


B)	Non-Cash Share-Based Compensation

The company estimates the fair value of market-based stock awards and stock options at the time of grant and recognizes compensation cost over the vesting period of the awards and options. Non-cash share-based compensation expense was $4.2 million and $1.1 million for the three months period ended March 28, 2020 and March 30, 2019, respectively.


C)	Income Taxes

A tax provision of $22.7 million, at an effective rate of 23.5%, was recorded during the three months period ended March 28, 2020, as compared to a $20.7 million tax provision at a 23.1% effective rate in the prior year period. The effective rates in 2020 and 2019 are higher than the federal tax rate of 21% primarily due to state taxes.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security ("CARES") Act was enacted and signed into U.S. law to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 pandemic. As of March 28, 2020, CARES did not have a material impact on the company's financial statements.


D)	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 the company's own assumptions.

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):



	Fair Value Level 1		Fair Value Level 2		Fair Value Level 3		Total
As of March 28, 2020
Financial Liabilities:
Interest rate swaps	$	—	$	57,808	$	—	$	57,808
Contingent consideration	$	—	$	—	$	7,950	$	7,950
Foreign exchange derivative contracts	—		1,275		—		$	1,275

As of December 28, 2019
Financial Assets:
Interest rate swaps	$	—	$	1,830	$	—	$	1,830

Financial Liabilities:
Interest rate swaps	$	—	$	25,120	$	—	$	25,120
Contingent consideration	$	—	$	—	$	6,697	$	6,697
Foreign exchange derivative contracts	$	—	$	901	$	—	$	901

The contingent consideration as of March 28, 2020 and December 28, 2019, relates to the earnout provisions recorded in conjunction with various purchase agreements. The earnout provisions associated with these acquisitions are based upon performance measurements related to sales and earnings, as defined in the respective purchase agreement. On a quarterly basis, the company assesses the projected results for each acquired business in comparison to the earnout targets and adjusts the liability accordingly.

E) Consolidated Statements of Cash Flows

Cash paid for interest was $14.1 million and $20.4 million for the three months ended March 28, 2020 and March 30, 2019, respectively. Cash payments totaling $6.2 million and $3.0 million were made for income taxes for the three months ended March 28, 2020 and March 30, 2019, respectively.