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 2018 Form 10-K. The company’s interim results are not necessarily indicative of future full year results for the fiscal year 2019.

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 30, 2019 and December 29, 2018, the results of operations for the three months ended March 30, 2019 and March 31, 2018, cash flows for the three months ended March 30, 2019 and March 31, 2018 and statement of stockholders' equity for the three months ended March 30, 2019 and March 31, 2018.

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 $1.1 million and $0.1 million for the three months period ended March 30, 2019 and March 31, 2018, respectively.


C)	Income Taxes

A tax provision of $20.7 million, at an effective rate of 23.1%, was recorded during the three months period ended March 30, 2019, as compared to a $21.3 million tax provision at a 24.5% in the prior year period. In comparison to the prior year the effective rate decreased primarily due to a refund of foreign taxes and enacted tax rate changes in several foreign jurisdictions. The effective rates in 2019 and 2018 are higher than the federal tax rate of 21% primarily due to state taxes and foreign tax rate differentials.


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 on our own assumptions.

The company’s financial 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 30, 2019
Financial Assets:
Interest rate swaps	$	—	$	8,160	$	—	$	8,160

Financial Liabilities:
Interest rate swaps	$	—	$	11,353	$	—	$	11,353
Contingent consideration	$	—	$	—	$	3,585	$	3,585

As of December 29, 2018
Financial Assets:
Interest rate swaps	$	—	$	13,487	$	—	$	13,487

Financial Liabilities:
Interest rate swaps	$	—	$	4,125	$	—	$	4,125
Contingent consideration	$	—	$	—	$	3,566	$	3,566

The contingent consideration as of March 30, 2019 and December 29, 2018 relates to the earnout provision recorded in conjunction with the acquisition of Josper S.A. ("Josper").

The earnout provisions associated with this acquisition is 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 $20.4 million and $7.2 million for the three months ended March 30, 2019 and March 31, 2018, respectively. Cash payments totaling $3.0 million and $5.7 million were made for income taxes for the three months ended March 30, 2019 and March 31, 2018, respectively.