Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2012

Notes To Financial Statements [Abstract]

Basis of Presentation

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. 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 2011 Form 10-K. The company’s interim results are not necessarily indicative of future full year results for the fiscal year 2012. 

In the opinion of management, the financial statements contain all adjustments necessary to present fairly the financial position of the company as of June 30, 2012 and December 31, 2011, and the results of operations for the three and six months endedJune 30, 2012 and July 2, 2011 and cash flows for the six months endedJune 30, 2012 and July 2, 2011.

Non-Cash Share-Based Compensation

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 $3.2 million and $5.3 million for the second quarter periods ended June 30, 2012 and July 2, 2011, respectively. Non-cash share-based compensation expense was $5.9 million and $7.3 million for the six month periods ended June 30, 2012 and July 2, 2011, respectively

Income Tax Contingencies

C) Income Tax Contingencies

As of December 31, 2011, the total amount of liability for unrecognized tax benefits related to federal, state and foreign taxes was approximately $15.6 million (of which $14.1 million would impact the effective tax rate if recognized) plus approximately $1.9 million of accrued interest and $2.0 million of penalties. The company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. Interest of $(0.2) million and $0.1 million were recognized in the second quarter of 2012 and 2011, respectively. Penalties of $(0.4) million and $0.1 million were recognized in the second quarter of 2012 and 2011, respectively. In the first six months endedJune 30, 2012, the company recognized a benefit of $4.1 million for unrecognized tax benefits related to reduced tax exposures.

It is reasonably possible that the amounts of unrecognized tax benefits associated with state, federal and foreign tax positions may decrease over the next twelve months due to expiration of a statute or completion of an audit. The company believes that it is reasonably possible that approximately $0.1 million of its currently remaining unrecognized tax benefits may be recognized over the next twelve months as a result of lapses of statutes of limitations.

A summary of the tax years that remain subject to examination in the company’s major tax jurisdictions are: 

Fair Value Measures

D) Fair Value Measures

ASC 820 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 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 June 30, 2012
Financial Assets:
Pension plans	$	21,599	$	1,217	$	—	$	22,816
Financial Liabilities:
Interest rate swaps	$	—	$	3,338	$	—	$	3,338
Contingent consideration	$	—	$	—	$	2,017	$	2,017
As of December 31, 2011
Financial Assets:
Pension plans	$	21,229	$	1,297	$	—	$	22,526
Financial Liabilities:
Interest rate swaps	$	—	$	3,216	$	—	$	3,216
Contingent consideration	$	—	$	—	$	3,398	$	3,398