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EMPLOYEE RETIREMENT PLANS | 12 Months Ended
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Dec. 31, 2011
EMPLOYEE RETIREMENT PLANS |
| (10) | EMPLOYEE RETIREMENT PLANS
| (a) | Pension Plans
The company maintains a non-contributory defined benefit plan for its union employees at the Elgin, Illinois facility. Benefits are determined based upon retirement age and years of service with the company. This defined benefit plan was frozen on April 30, 2002, and no further benefits accrue to the participants beyond this date. Plan participants will receive or continue to receive payments for benefits earned on or prior to April 30, 2002 upon reaching retirement age. The employees participating in the defined benefit plan were enrolled in a newly established 401K savings plan on July 1, 2002, further described below. The company maintains a non-contributory defined benefit plan for its employees at the Smithville, Tennessee facility, which was acquired as part of the Star acquisition. Benefits are determined based upon retirement age and years of service with the company. This defined benefit plan was frozen on April 1, 2008, and no further benefits accrue to the participants beyond this date. Plan participants will receive or continue to receive payments for benefits earned on or prior to April 1, 2008 upon reaching retirement age. The company maintains a defined benefit plan for its employees at the Wrexham, the United Kingdom facility, which was acquired as part of the Lincat acquisition. Benefits are determined based upon retirement age and years of service with the company. This defined benefit plan was frozen on April 30, 2010 prior to Middleby’s acquisition of the company. No further benefits accrue to the participants beyond this date. Plan participants will receive or continue to receive payments for benefits earned on or prior to April 30, 2010 upon reaching retirement age. The company also maintains a retirement benefit agreement with its Chairman. The retirement benefits are based upon a percentage of the Chairman’s final base salary. Additionally, the company maintains a retirement plan for non-employee directors participating on the Board of Directors prior to 2004 (together with the Chairman’s agreement the “Director Plans”). In November 2010, the Board of Directors approved a revision to the directors’ compensation program that resulted in the plan being frozen and benefits being distributed to vested plan participants. Benefit distributions were made in December 2010 and in January 2011 subsequent to the fiscal year end. As of December 31, 2011, there are no longer any participants in the retirement plan for non-employee directors. This plan is not available to any new non-employee directors. A summary of the plans’ net periodic pension cost, benefit obligations, funded status, and net balance sheet position is as follows (dollars in thousands):
|  | 2011 |  |  | 2011 |  |  | 2011 |  |  | 2011 |  |  | 2010 |  |  | 2010 |  |  | 2010 |
|  | Elgin |  |  | Smithville |  |  | Wrexham |  |  | Director |  |  | Elgin |  |  | Smithville |  |  | Director |
|  | Plan |  |  | Plan |  |  | Plan |  |  | Plans |  |  | Plan |  |  | Plan |  |  | Plans |
Net Periodic Pension Cost: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Service cost |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 1,123 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,091 |
Interest cost |  |  | 226 |  |  |  | 669 |  |  |  | 415 |  |  |  | 472 |  |  |  | 231 |  |  |  | 635 |  |  |  | 435 |
Expected return on assets |  |  | (178 | ) |  |  | (571 | ) |  |  | (480 | ) |  |  | — |  |  |  | (167 | ) |  |  | (523 | ) |  |  | — |
Amortization of net loss |  |  | 125 |  |  |  | 203 |  |  |  | — |  |  |  | 507 |  |  |  | 114 |  |  |  | 119 |  |  |  | — |
Pension settlement |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 13 |  |  |  | — |  |  |  | — |  |  |  | 172 |
|  | $ | 173 |  |  | $ | 301 |  |  | $ | (65 | ) |  | $ | 2,115 |  |  | $ | 178 |  |  | $ | 231 |  |  | $ | 1,698 |
Change in Benefit Obligation: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Benefit obligation – beginning of year |  | $ | 4,142 |  |  | $ | 11,958 |  |  | $ | — |  |  | $ | 7,028 |  |  | $ | 4,095 |  |  | $ | 10,821 |  |  | $ | 6,153 |
Benefit obligations – acquisitions |  |  | — |  |  |  | — |  |  |  | 13,328 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Service cost |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,123 |  |  |  | — |  |  |  | — |  |  |  | 1,091 |
Interest on benefit obligations |  |  | 226 |  |  |  | 669 |  |  |  | 415 |  |  |  | 472 |  |  |  | 231 |  |  |  | 635 |  |  |  | 435 |
Actuarial losses |  |  | 695 |  |  |  | 2,978 |  |  |  | 192 |  |  |  | 3,043 |  |  |  | 85 |  |  |  | 843 |  |  |  | — |
Pension settlement |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 12 |  |  |  | — |  |  |  | — |  |  |  | 172 |
Net benefit payments |  |  | (262 | ) |  |  | (401 | ) |  |  | (246 | ) |  |  | (300 | ) |  |  | (269 | ) |  |  | (341 | ) |  |  | (823 | )
Benefit obligation – end of year |  | $ | 4,801 |  |  | $ | 15,204 |  |  | $ | 13,689 |  |  | $ | 11,378 |  |  | $ | 4,142 |  |  | $ | 11,958 |  |  | $ | 7,028 |
Change in Plan Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Plan assets at fair value – beginning of year |  | $ | 3,342 |  |  | $ | 8,253 |  |  | $ | — |  |  | $ | — |  |  | $ | 3,189 |  |  | $ | 7,526 |  |  | $ | — |
Plan assets at fair value – acquisitions |  |  | — |  |  |  | — |  |  |  | 11,798 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Company contributions |  |  | 156 |  |  |  | 225 |  |  |  | 465 |  |  |  | 300 |  |  |  | 118 |  |  |  | 250 |  |  |  | 823 |
Investment (loss) gain |  |  | (49 | ) |  |  | (257 | ) |  |  | (499 | ) |  |  | — |  |  |  | 304 |  |  |  | 818 |  |  |  | — |
Benefit payments and plan expenses |  |  | (261 | ) |  |  | (401 | ) |  |  | (246 | ) |  |  | (300 | ) |  |  | (269 | ) |  |  | (341 | ) |  |  | (823 | )
Plan assets at fair value – end of year |  | $ | 3,188 |  |  | $ | 7,820 |  |  | $ | 11,518 |  |  | $ | — |  |  | $ | 3,342 |  |  | $ | 8,253 |  |  | $ | — |
Funded Status: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Unfunded benefit obligation |  | $ | (1,614 | ) |  | $ | (7,384 | ) |  | $ | (2,170 | ) |  | $ | (11,378 | ) |  | $ | (799 | ) |  | $ | (3,704 | ) |  | $ | (7,028 | )
Amounts recognized in balance sheet at year end: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other noncurrent liabilities |  | $ | (1,614 | ) |  | $ | (7,384 | ) |  | $ | (2,170 | ) |  | $ | (11,378 | ) |  | $ | (799 | ) |  | $ | (3,704 | ) |  | $ | (7,028 | )
Pre-tax components in accumulated other comprehensive income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net actuarial loss |  | $ | 2,102 |  |  | $ | 6,291 |  |  | $ | 1,409 |  |  | $ | 2,536 |  |  | $ | 1,304 |  |  | $ | 2,689 |  |  | $ | — |
Net prior service cost |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Net transaction (asset) obligations |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total amount recognized |  | $ | 2,102 |  |  | $ | 6,291 |  |  | $ | 1,409 |  |  | $ | 2,536 |  |  | $ | 1,304 |  |  | $ | 2,689 |  |  | $ | — |
Accumulated Benefit Obligation |  | $ | 4,801 |  |  | $ | 15,204 |  |  | $ | 13,689 |  |  | $ | 3,999 |  |  | $ | 4,142 |  |  | $ | 11,958 |  |  | $ | 4,371 |
Salary growth rate |  |  | n/a |  |  |  | n/a |  |  |  | n/a |  |  |  | 10.0 | % |  |  | n/a |  |  |  | n/a |  |  |  | 10.0 | %
Assumed discount rate |  |  | 4.3 | % |  |  | 4.3 | % |  |  | 4.7 | % |  |  | 4.3 | % |  |  | 5.5 | % |  |  | 5.5 | % |  |  | 6.0 | %
Expected return on assets |  |  | 5.5 | % |  |  | 7.0 | % |  |  | 6.6 | % |  |  | n/a |  |  |  | 5.5 | % |  |  | 7.0 | % |  |  | n/a |
The company has engaged non-affiliated third party professional investment advisors to assist the company to develop its investment policy and establish asset allocations. The company's overall investment objective is to provide a return, that along with company contributions, is expected to meet future benefit payments. Investment policy is established in consideration of anticipated future timing of benefit payments under the plans. The anticipated duration of the investment and the potential for investment losses during that period are carefully weighed against the potential for appreciation when making investment decisions. The company routinely monitors the performance of investments made under the plans and reviews investment policy in consideration of changes made to the plans or expected changes in the timing of future benefit payments. The assets of the plans were invested in the following classes of securities (none of which were securities of the company): Elgin Plan
|  | Target Allocation |  |  | Percentage of Plan Assets |
|  |  |  |  | 2011 |  |  | 2010 |
Equity |  |  | 48 | % |  |  | 49 | % |  |  | 48 | %
Fixed income |  |  | 40 | % |  |  | 37 |  |  |  | 32 |
Money market |  |  | 4 | % |  |  | 5 |  |  |  | 12 |
Other (real estate & commodities) |  |  | 8 | % |  |  | 9 |  |  |  | 8 |
|  |  | 100 | % |  |  | 100 | % |  |  | 100 | %
Smithville Plan
|  | Target Allocation |  |  | Percentage of Plan Assets |
|  |  |  |  | 2011 |  |  | 2010 |
Equity |  |  | 48 | % |  |  | 51 | % |  |  | 56 | %
Fixed income |  |  | 40 | % |  |  | 37 |  |  |  | 36 |
Money market |  |  | 4 | % |  |  | 4 |  |  |  | - |
Other (real estate & commodities) |  |  | 8 | % |  |  | 8 |  |  |  | 8 |
|  |  | 100 | % |  |  | 100 | % |  |  | 100 | %
Wrexham Plan
|  | Target Allocation |  |  | Percentage of Plan Assets |
|  |  |  |  | 2011 |
Equity |  |  | 50 | % |  |  | 66 | %
Fixed income |  |  | 50 | % |  |  | 27 |
Money market |  |  | — | % |  |  | 7 |
|  |  | 100 | % |  |  | 100 | %
In accordance with ASC 820 “Fair Value Measurements and Disclosures”, the company has measured its defined benefit pension plans at fair value. The following tables summarize the basis used to measure the pension plans’ assets at fair value as of December 31, 2011 (in thousands): Elgin Plan
Asset Category |  | Total |  |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |
Short Term Investment Fund (a) |  | $ | 169 |  |  | $ | — |  |  | $ | 169 |  |  | $ | — |
Equity Securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Large Cap |  |  | 768 |  |  |  | 768 |  |  |  | — |  |  |  | — |
Mid Cap |  |  | 86 |  |  |  | 86 |  |  |  | — |  |  |  | — |
Small Cap |  |  | 121 |  |  |  | 121 |  |  |  | — |  |  |  | — |
International |  |  | 607 |  |  |  | 607 |  |  |  | — |  |  |  | — |
Fixed Income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Government/Corporate |  |  | 989 |  |  |  | 989 |  |  |  | — |  |  |  | — |
High Yield |  |  | 183 |  |  |  | 183 |  |  |  | — |  |  |  | — |
Alternative: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Global Real Estate |  |  | 88 |  |  |  | 88 |  |  |  | — |  |  |  | — |
Commodities |  |  | 177 |  |  |  | 177 |  |  |  | — |  |  |  | — |
Total |  | $ | 3,188 |  |  | $ | 3,019 |  |  | $ | 169 |  |  | $ | — |
| (a) | Represents collective short term investment fund, composed of high-grade money market instruments with short maturities.
Smithville Plan
Asset Category |  | Total |  |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |
Short Term Investment Fund (a) |  | $ | 328 |  |  | $ | — |  |  | $ | 328 |  |  | $ | — |
Equity Securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Large Cap |  |  | 1,895 |  |  |  | 1,895 |  |  |  | — |  |  |  | — |
Mid Cap |  |  | 209 |  |  |  | 209 |  |  |  | — |  |  |  | — |
Small Cap |  |  | 328 |  |  |  | 328 |  |  |  | — |  |  |  | — |
International |  |  | 1,535 |  |  |  | 1,535 |  |  |  | — |  |  |  | — |
Fixed Income: |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |
Government/Corporate |  |  | 2,435 |  |  |  | 2,435 |  |  |  |  |  |  |  |  |
High Yield |  |  | 449 |  |  |  | 449 |  |  |  |  |  |  |  |  |
Alternative: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Global Real Estate |  |  | 225 |  |  |  | 225 |  |  |  | — |  |  |  | — |
Commodities |  |  | 416 |  |  |  | 416 |  |  |  | — |  |  |  | — |
Total |  | $ | 7,820 |  |  | $ | 7,492 |  |  | $ | 328 |  |  | $ | — |
| (a) | Represents collective short term investment fund, composed of high-grade money market instruments with short maturities.
Wrexham Plan
Asset Category |  | Total |  |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |
Short Term Investment Fund (a) |  | $ | 800 |  |  | $ | — |  |  | $ | 800 |  |  | $ | — |
Equity Securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
UK |  |  | 3,599 |  |  |  | 3,599 |  |  |  | — |  |  |  | — |
International |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Developed |  |  | 2,008 |  |  |  | 2,008 |  |  |  | — |  |  |  | — |
Emerging |  |  | 341 |  |  |  | 341 |  |  |  | — |  |  |  | — |
Global |  |  | 1,604 |  |  |  | 1,604 |  |  |  | — |  |  |  | — |
Fixed Income: |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |
Government/Corporate |  |  | 1,802 |  |  |  | 1,802 |  |  |  | — |  |  |  | — |
Aggregate |  |  | 354 |  |  |  | 354 |  |  |  | — |  |  |  | — |
Index Linked |  |  | 1,010 |  |  |  | 1,010 |  |  |  | — |  |  |  | — |
Total |  | $ | 11,518 |  |  | $ | 10,718 |  |  | $ | 800 |  |  | $ | — |
| (a) | Represents collective short term investment fund, composed of high-grade money market instruments with short maturities.
The fair value of the Level 1 assets is based on observable, quoted market prices of the identical underlying security in an active market. The fair value of the Level 2 assets is primarily based on market observable inputs to quoted market prices, benchmark yields and broker/dealer quotes. Level 3 inputs, as applicable, represent unobservable inputs that reflect assumptions developed by management to measure assets at fair value. The expected return on assets is developed in consideration of the anticipated duration of investment period for assets held by the plan, the allocation of assets in the plan, and the historical returns for plan assets. Estimated future benefit payments under the plans are as follows (dollars in thousands):
|  | Elgin Plan |  |  | Smithville Plan |  |  | Wrexham Plan |  |  | Director Plans |
2012 |  |  | 304 |  |  |  | 409 |  |  |  | 465 |  |  |  | — |
2013 |  |  | 309 |  |  |  | 461 |  |  |  | 480 |  |  |  | — |
2014 |  |  | 302 |  |  |  | 496 |  |  |  | 496 |  |  |  | — |
2015 |  |  | 297 |  |  |  | 516 |  |  |  | 511 |  |  |  | — |
2016 through 2021 |  |  | 1,788 |  |  |  | 3,945 |  |  |  | 3,392 |  |  |  | 6,865 |
Contributions to the directors plans are based upon actual retirement benefits for directors as they retire. Contributions under the Smithville and Elgin plans are funded in accordance with provisions of The Employee Retirement Income Security Act of 1974. Expected contributions to the Elgin, Smithville and Wrexham plans to be made in 2012 are $0.1 million, $0.3 million and $0.5 million, respectively.
| (b) | 401K Savings Plans
As of December 31, 2011, the company maintained two separate defined contribution 401K savings plans covering all employees in the United States. These two plans separately cover the union employees at the Elgin, Illinois facility and all other remaining union and non-union employees in the United States. In conjunction with the freeze on future benefits under the defined benefit plan for union employees at the Elgin, Illinois facility, the company established a 401K savings plan for this group of employees. The company makes contributions to this plan in accordance with its agreement with the union. These contributions amounted to less than $0.1 million for each of the years presented. There were no other profit sharing contributions to the 401K savings plans for 2011, 2010 and 2009.

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- Definition The entire disclosure for pension and other postretirement benefits. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 715 -URI http://asc.fasb.org/topic&trid=2235017 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 87 -Paragraph 264 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 158 -Paragraph 7, 21, 22 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 132R -Paragraph 5 -Subparagraph b -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name FASB Staff Position (FSP) -Number FAS106-2 -Paragraph 20, 21, 22 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Implementation Guide (Q and A) -Number FAS88 -Paragraph 63 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 132R -Paragraph 5 -Subparagraph h -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Principles Board Opinion (APB) -Number 30 -Paragraph 26 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 132R -Paragraph 5 -Subparagraph a -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Emerging Issues Task Force (EITF) -Number 03-2 -Paragraph 8 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 132R -Paragraph 5, 6, 7, 8 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 132R -Paragraph 8 -Subparagraph m -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 132R -Paragraph 5 -Subparagraph q -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 106 -Paragraph 518 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. + Details
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