UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~June 27, 2020~~April 3, 2021


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File No. 1-9973

THE MIDDLEBY CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			36-3352497
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)

1400 Toastmaster Drive,

Elgin,

Illinois

60120

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code:			(847)			741-3300

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the ~~Registrant~~registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer, ~~large~~" "large accelerated filer, ~~smaller~~" "smaller reporting company," and ~~emerging~~"emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	MIDD	Nasdaq Global Select Market

As of ~~July 31, 2020,~~May 7, 2021, there were ~~55,617,662~~55,632,403 shares of the registrant's common stock outstanding.

THE MIDDLEBY CORPORATION

QUARTER ENDED ~~JUNE 27, 2020~~APRIL 3, 2021

INDEX


DESCRIPTION			PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)

	CONDENSED CONSOLIDATED BALANCE SHEETS as of ~~JUNE 27, 2020~~APRIL 3, 2021 and ~~DECEMBER 28, 2019~~JANUARY 2, 2021	1

	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME for the three ~~and six~~ months ended ~~JUNE 27,~~APRIL 3, 2021 and MARCH 28, 2020 ~~and JUNE 29, 2019~~	2

	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY for the three ~~and six~~ months ended ~~JUNE 27,~~APRIL 3, 2021 and MARCH 28, 2020 ~~and JUNE 29, 2019~~	3

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS for the ~~six~~three months ended ~~JUNE 27,~~APRIL 3, 2021 and MARCH 28, 2020 ~~and JUNE 29, 2019~~	54

	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	65

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2725

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3531

Item 4.	Controls and Procedures	3732

PART II. OTHER INFORMATION

Item ~~1.A~~1A.	Risk Factors	3833

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3936

Item 6.	Exhibits	4037

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)

(Unaudited)


ASSETS	ASSETS	Jun 27, 2020		Dec 28, 2019		ASSETS	Apr 3, 2021		Jan 2, 2021
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	649,720	$	94,500	Cash and cash equivalents	$	309,331	$	268,103
Accounts receivable, net of reserve for doubtful accounts of $20,382 and $14,886		313,084		447,612
Accounts receivable, net of reserve for doubtful accounts of $19,443 and $19,225						Accounts receivable, net of reserve for doubtful accounts of $19,443 and $19,225	427,935		363,361
Inventories, net	Inventories, net	608,484		585,699		Inventories, net	574,277		540,198
Prepaid expenses and other	Prepaid expenses and other	66,237		61,224		Prepaid expenses and other	73,933		81,049
Prepaid taxes	Prepaid taxes	13,741		20,161		Prepaid taxes	7,634		17,782
Total current assets	Total current assets	1,651,266		1,209,196		Total current assets	1,393,110		1,270,493
Property, plant and equipment, net of accumulated depreciation of $212,923 and $197,629		343,369		352,145
Property, plant and equipment, net of accumulated depreciation of $237,875 and $229,871						Property, plant and equipment, net of accumulated depreciation of $237,875 and $229,871	336,257		344,482
Goodwill	Goodwill	1,841,684		1,849,747		Goodwill	1,928,644		1,934,261
Other intangibles, net of amortization of $368,647 and $333,507		1,429,802		1,443,381
Other intangibles, net of amortization of $422,169 and $403,347						Other intangibles, net of amortization of $422,169 and $403,347	1,428,294		1,450,381
Long-term deferred tax assets	Long-term deferred tax assets	32,787		36,932		Long-term deferred tax assets	74,159		76,052
Other assets	Other assets	115,793		110,742		Other assets	129,449		126,805
Total assets	Total assets	$	5,414,701	$	5,002,143	Total assets	$	5,289,913	$	5,202,474

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current maturities of long-term debt	Current maturities of long-term debt	$	23,971	$	2,894	Current maturities of long-term debt	$	21,093	$	22,944
Accounts payable	Accounts payable	124,995		173,693		Accounts payable	213,431		182,773
Accrued expenses	Accrued expenses	355,587		416,550		Accrued expenses	479,913		494,541
Total current liabilities	Total current liabilities	504,553		593,137		Total current liabilities	714,437		700,258
Long-term debt	Long-term debt	2,372,945		1,870,246		Long-term debt	1,801,040		1,706,652
Long-term deferred tax liability	Long-term deferred tax liability	133,324		133,500		Long-term deferred tax liability	126,068		147,224
Accrued pension benefits	Accrued pension benefits	255,169		289,086		Accrued pension benefits	462,869		469,500
Other non-current liabilities	Other non-current liabilities	209,193		169,360		Other non-current liabilities	190,287		202,191
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Preferred stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; NaN issued	Preferred stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; NaN issued	—		—		Preferred stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; NaN issued	0		0
Common stock, $0.01 par value; 63,518,604 and 63,129,775 shares issued in 2020 and 2019, respectively		145		145
Common stock, $0.01 par value; 63,651,773 and 63,651,773 shares issued in 2021 and 2020, respectively						Common stock, $0.01 par value; 63,651,773 and 63,651,773 shares issued in 2021 and 2020, respectively	147		147
Paid-in capital	Paid-in capital	406,640		387,402		Paid-in capital	361,487		433,308
Treasury stock, at cost; 7,943,989 and 6,940,089 shares in 2020 and 2019		(528,111)		(451,262)
Treasury stock, at cost; 8,023,769 and 8,013,296 shares in 2021 and 2020						Treasury stock, at cost; 8,023,769 and 8,013,296 shares in 2021 and 2020	(538,896)		(537,134)
Retained earnings	Retained earnings	2,456,403		2,361,462		Retained earnings	2,663,074		2,568,756
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(395,560)		(350,933)		Accumulated other comprehensive loss	(490,600)		(488,428)
Total stockholders' equity	Total stockholders' equity	1,939,517		1,946,814		Total stockholders' equity	1,995,212		1,976,649
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	5,414,701	$	5,002,143	Total liabilities and stockholders' equity	$	5,289,913	$	5,202,474

See accompanying notes

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands, Except Per Share Data)

(Unaudited)


		Three Months Ended						Six Months Ended					Three Months Ended
		Jun 27, 2020		Jun 29, 2019		Jun 27, 2020		Jun 29, 2019			Apr 3, 2021		Mar 28, 2020
Net sales	Net sales	$	471,977	$	761,004	$	1,149,436	$	1,447,806	Net sales	$	758,058	$	677,459
Cost of sales	Cost of sales	318,851		474,525		746,120		904,015		Cost of sales	482,184		427,269
Gross profit	Gross profit	153,126		286,479		403,316		543,791		Gross profit	275,874		250,190
Selling, general and administrative expenses	Selling, general and administrative expenses	111,824		144,631		255,766		300,540		Selling, general and administrative expenses	154,957		143,942
Restructuring expenses	Restructuring expenses	2,184		2,241		3,018		2,583		Restructuring expenses	794		834

Gain on sale of plant										Gain on sale of plant	(1,050)		0

Income from operations	Income from operations	39,118		139,607		144,532		240,668		Income from operations	121,173		105,414
Interest expense and deferred financing amortization, net	Interest expense and deferred financing amortization, net	21,750		21,968		37,463		42,488		Interest expense and deferred financing amortization, net	16,067		15,713
Net periodic pension benefit (other than service costs)	Net periodic pension benefit (other than service costs)	(9,766)		(7,297)		(19,855)		(15,058)		Net periodic pension benefit (other than service costs)	(11,373)		(10,089)
Other expense (income), net		382		(520)		3,708		(1,933)
Other (income) expense, net										Other (income) expense, net	(1,691)		3,326
Earnings before income taxes	Earnings before income taxes	26,752		125,456		123,216		215,171		Earnings before income taxes	118,170		96,464
Provision for income taxes	Provision for income taxes	5,590		33,246		28,275		53,948		Provision for income taxes	28,907		22,685
Net earnings	Net earnings	$	21,162	$	92,210	$	94,941	$	161,223	Net earnings	$	89,263	$	73,779

Net earnings per share:	Net earnings per share:									Net earnings per share:
Basic	Basic	$	0.39	$	1.66	$	1.72	$	2.90	Basic	$	1.62	$	1.33
Diluted	Diluted	$	0.39	$	1.66	$	1.72	$	2.90	Diluted	$	1.59	$	1.33
Weighted average number of shares	Weighted average number of shares									Weighted average number of shares
Basic	Basic	54,935		55,660		55,165		55,630		Basic	55,213		55,396
Dilutive common stock equivalents	Dilutive common stock equivalents	22		—		12		—		Dilutive common stock equivalents	753		2
Diluted	Diluted	54,957		55,660		55,177		55,630		Diluted	55,966		55,398
Comprehensive income	Comprehensive income	$	35,862	$	70,895	$	50,314	$	135,961	Comprehensive income	$	87,091	$	14,452

See accompanying notes

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(amounts in thousands)

(Unaudited)

Common
Stock Paid-in
Capital Treasury
Stock Retained
Earnings Accumulated
Other
Comprehensive
Income/(loss) Total
Stockholders'
Equity
Balance, March 28, 2020 $ 145 $ 395,442 $ (525,862) $ 2,435,241 $ (410,260) $ 1,894,706
Net earnings — — — 21,162 — 21,162
Currency translation adjustments — — — — 19,852 19,852
Change in unrecognized pension benefit costs, net of tax of $(532) — — — — (2,491) (2,491)
Unrealized loss on interest rate swap, net of tax of $(964) — — — — (2,661) (2,661)
Stock compensation — 4,963 — — — 4,963
Stock issuance — 6,235 — — — 6,235
Purchase of treasury stock — — (2,249) — — (2,249)
Balance, June 27, 2020 $ 145 $ 406,640 $ (528,111) $ 2,456,403 $ (395,560) $ 1,939,517
Balance, December 28, 2019 $ 145 $ 387,402 $ (451,262) $ 2,361,462 $ (350,933) $ 1,946,814
Net earnings — — — 94,941 — 94,941
Currency translation adjustments — — — — (29,064) (29,064)
Change in unrecognized pension benefit costs, net of tax of $2,591 — — — — 12,317 12,317
Unrealized loss on interest rate swap, net of tax of $(10,263) — — — — (27,880) (27,880)
Stock compensation — 9,122 — — — 9,122
Stock issuance — 10,116 — — — 10,116
Purchase of treasury stock — — (76,849) — — (76,849)
Balance, June 27, 2020 $ 145 $ 406,640 $ (528,111) $ 2,456,403 $ (395,560) $ 1,939,517


	Common Stock		Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income/(loss)		Total Stockholders' Equity











Balance, January 2, 2021	$	147	$	433,308	$	(537,134)	$	2,568,756	$	(488,428)	$	1,976,649
Net earnings	0		0		0		89,263		0		89,263
Adoption of ASU 2020-06 (1)	0		(79,430)		0		5,055		0		(74,375)
Currency translation adjustments	0		0		0		0		(10,614)		(10,614)
Change in unrecognized pension benefit costs, net of tax of $(877)	0		0		0		0		(3,970)		(3,970)
Unrealized gain on interest rate swap, net of tax of $4,327	0		0		0		0		12,412		12,412
Stock compensation	0		7,609		0		0		0		7,609

Purchase of treasury stock	0		0		(1,762)		0		0		(1,762)

Balance, April 3, 2021	$	147	$	361,487	$	(538,896)	$	2,663,074	$	(490,600)	$	1,995,212

(1) As of January 3, 2021 the company adopted ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity using the modified retrospective method. The adoption of this guidance resulted in a $79.4 million reduction to paid-in capital, net of tax of $25.5 million, and the recognition of $5.1 million as an adjustment to the opening balance of retained earnings, net of tax of $1.6 million.


	Common Stock		Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income/(loss)		Total Stockholders' Equity










Balance, December 28, 2019	$	145	$	387,402	$	(451,262)	$	2,361,462	$	(350,933)	$	1,946,814
Net earnings	0		0		0		73,779		0		73,779
Currency translation adjustments	0		0		0		0		(48,916)		(48,916)
Change in unrecognized pension benefit costs, net of tax of $3,123	0		0		0		0		14,808		14,808
Unrealized (loss) on interest rate swap, net of tax of $(9,299)	0		0		0		0		(25,219)		(25,219)
Stock compensation	0		4,159		0		0		0		4,159
Stock issuance	0		3,881		0		0		0		3,881
Purchase of treasury stock	0		0		(74,600)		0		0		(74,600)
Balance, March 28, 2020	$	145	$	395,442	$	(525,862)	$	2,435,241	$	(410,260)	$	1,894,706

See accompanying notes

~~THE MIDDLEBY CORPORATION~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY~~

~~(amounts in thousands)~~

(~~Unaudited~~)

Common
Stock Paid-in
Capital Treasury
Stock Retained
Earnings Accumulated
Other
Comprehensive
Income/(loss) Total
Stockholders'
Equity
Balance, March 30, 2019 $ 145 $ 378,488 $ (450,386) $ 2,078,235 $ (280,423) $ 1,726,059
Net earnings — — — 92,210 — 92,210
Currency translation adjustments — — — — (12,445) (12,445)
Change in unrecognized pension benefit costs, net of tax of $1,081 — — — — 5,254 5,254
Unrealized gain on interest rate swap, net of tax of $(4,846) — — — — (14,124) (14,124)
Stock compensation — 265 — — — 265
Stock issuance — 1,850 — — — 1,850
Purchase of treasury stock — — (818) — — (818)
Balance, June 29, 2019 $ 145 $ 380,603 $ (451,204) $ 2,170,445 $ (301,738) $ 1,798,251
Balance, December 29, 2018 $ 145 $ 377,419 $ (445,118) $ 2,009,233 $ (276,476) $ 1,665,203
Net earnings — — — 161,223 — 161,223
Adoption of ASU 2017-12 (1) — — — (11) 11 —
Currency translation adjustments — — — — (1,762) (1,762)
Change in unrecognized pension benefit costs, net of tax of $(71) — — — — (9) (9)
Unrealized loss on interest rate swap, net of tax of $(8,023) — — — — (23,502) (23,502)
Stock compensation — 1,334 — — — 1,334
Stock issuance — 1,850 — — — 1,850
Purchase of treasury stock — — (6,086) — — (6,086)
Balance, June 29, 2019 $ 145 $ 380,603 $ (451,204) $ 2,170,445 $ (301,738) $ 1,798,251

~~(1) As of December 30, 2018, the company adopted ASU No. 2017-12,~~ ~~"Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities"~~ ~~using the modified retrospective method. The adoption of this guidance resulted in the recognition of less than $0.1 million as an adjustment to the opening balance of retained earnings.~~

~~See accompanying notes~~

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)


		Six Months Ended							Three Months Ended
		Jun 27, 2020		Jun 29, 2019			Apr 3, 2021		Mar 28, 2020
Cash flows from operating activities--	Cash flows from operating activities--					Cash flows from operating activities--
Net earnings	Net earnings	$	94,941	$	161,223	Net earnings	$	89,263	$	73,779
Adjustments to reconcile net earnings to net cash provided by operating activities--	Adjustments to reconcile net earnings to net cash provided by operating activities--					Adjustments to reconcile net earnings to net cash provided by operating activities--
Depreciation and amortization	Depreciation and amortization	54,210		50,135		Depreciation and amortization	30,432		26,599

Non-cash share-based compensation	Non-cash share-based compensation	9,122		1,334		Non-cash share-based compensation	7,609		4,159
Deferred income taxes	Deferred income taxes	11,975		10,057		Deferred income taxes	1,913		8,672
Net periodic pension benefit (other than service costs)	Net periodic pension benefit (other than service costs)	(19,855)		(15,058)		Net periodic pension benefit (other than service costs)	(11,373)		(10,089)

Gain on sale of plant						Gain on sale of plant	(1,050)		0

Changes in assets and liabilities, net of acquisitions	Changes in assets and liabilities, net of acquisitions					Changes in assets and liabilities, net of acquisitions
Accounts receivable, net	Accounts receivable, net	137,208		934		Accounts receivable, net	(66,666)		33,408
Inventories, net	Inventories, net	(11,398)		(65,154)		Inventories, net	(33,266)		(28,094)
Prepaid expenses and other assets	Prepaid expenses and other assets	13,707		(8,255)		Prepaid expenses and other assets	27,407		9,566
Accounts payable	Accounts payable	(54,169)		(4,561)		Accounts payable	31,662		15,001
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(70,981)		(29,065)		Accrued expenses and other liabilities	(16,236)		(45,864)
Net cash provided by operating activities	Net cash provided by operating activities	164,760		101,590		Net cash provided by operating activities	59,695		87,137
Cash flows from investing activities--	Cash flows from investing activities--					Cash flows from investing activities--
Net additions to property, plant and equipment	Net additions to property, plant and equipment	(22,712)		(21,630)		Net additions to property, plant and equipment	(8,725)		(9,181)
Proceeds on sale of property, plant and equipment	Proceeds on sale of property, plant and equipment	9,381		—		Proceeds on sale of property, plant and equipment	3,354		0

Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(29,850)		(167,089)		Acquisitions, net of cash acquired	(1,667)		(30,041)
Net cash used in investing activities	Net cash used in investing activities	(43,181)		(188,719)		Net cash used in investing activities	(7,038)		(39,222)
Cash flows from financing activities--	Cash flows from financing activities--					Cash flows from financing activities--
Proceeds under Credit Facility	Proceeds under Credit Facility	2,547,306		313,107		Proceeds under Credit Facility	18,995		2,303,953
Repayments under Credit Facility	Repayments under Credit Facility	(2,025,355)		(209,484)		Repayments under Credit Facility	(23,683)		(1,977,453)

Net proceeds under international credit facilities	Net proceeds under international credit facilities	2,989		254		Net proceeds under international credit facilities	(1,757)		786
Net repayments under other debt arrangement	Net repayments under other debt arrangement	(23)		(175)		Net repayments under other debt arrangement	(78)		(11)
Payments of deferred purchase price		(2,145)		(446)

Repurchase of treasury stock	Repurchase of treasury stock	(76,849)		(6,086)		Repurchase of treasury stock	(1,762)		(74,600)
Debt issuance costs		(7,592)		—
Debt issuance costs on Credit Facility						Debt issuance costs on Credit Facility	0		(7,577)

Net cash provided by financing activities		438,331		97,170
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(8,285)		245,098
Effect of exchange rates on cash and cash equivalents	Effect of exchange rates on cash and cash equivalents	(4,690)		(55)		Effect of exchange rates on cash and cash equivalents	(3,144)		(6,470)
Changes in cash and cash equivalents--	Changes in cash and cash equivalents--					Changes in cash and cash equivalents--
Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	555,220		9,986		Net increase in cash and cash equivalents	41,228		286,543
Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year	94,500		71,701		Cash and cash equivalents at beginning of year	268,103		94,500
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	649,720	$	81,687	Cash and cash equivalents at end of period	$	309,331	$	381,043

See accompanying notes

THE MIDDLEBY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 27, 2020~~APRIL 3, 2021

(Unaudited)

1)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~~2020 Form 10-K. The company’s interim results are not necessarily indicative of future full year results for the fiscal year ~~2020.~~2021.

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 ~~June 27, 2020~~April 3, 2021 and ~~December 28, 2019,~~January 2, 2021, the results of operations for the three ~~and six~~ months ended ~~June 27,~~April 3, 2021 and March 28, 2020, ~~and June 29, 2019,~~ cash flows for the ~~six~~three months ended ~~June 27,~~April 3, 2021 and March 28, 2020 ~~and June 29, 2019~~ and statement of stockholders' equity for the three ~~and six~~ months ended ~~June 27, 2020~~April 3, 2021 and ~~June 29, 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.

March 28, 2020.

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 ~~$5.0~~$7.6 million and ~~$0.3~~$4.2 million for the three months period ended ~~June 27,~~April 3, 2021 and March 28, 2020, ~~and June 29, 2019, respectively. Non-cash share-based compensation expense was $9.1 million and $1.3 million for the six months period ended June 27, 2020 and June 29, 2019,~~ respectively.

c)Income Taxes

A tax provision of ~~$5.6~~$28.9 million, at an effective rate of ~~20.9%~~24.5%, was recorded during the three months period ended ~~June 27, 2020,~~April 3, 2021, as compared to a $33.2 million tax provision at an effective rate of 26.5% in the prior year period. A tax provision of $28.3 million, at an effective rate of 22.9%, was recorded during the six months period ended June 27, 2020, as compared to a $53.9$22.7 million tax provision at a ~~25.1%~~23.5% effective rate in the prior year period. The effective tax rates in 2021 and 2020 are ~~lower~~higher than the federal tax rate of 21% primarily due to state taxes. The effective tax rate for the three months period ended April 3, 2021 is higher than the comparable prior year ~~rates~~rate primarily due to ~~a reduction~~an increase in non-deductible costs.

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			Fair Value Level 1		Fair Value Level 2		Fair Value Level 3		Total
As of June 27, 2020
As of April 3, 2021										As of April 3, 2021
Financial Assets:										Financial Assets:
Interest rate swaps										Interest rate swaps	$	0	$	3,014	$	0	$	3,014

Financial Liabilities:										Financial Liabilities:
Interest rate swaps										Interest rate swaps	$	0	$	37,368	$	0	$	37,368
Contingent consideration										Contingent consideration	$	0	$	0	$	25,801	$	25,801
Foreign exchange derivative contracts										Foreign exchange derivative contracts	$	0	$	750	$	0	$	750

As of January 2, 2021										As of January 2, 2021

Financial Liabilities:	Financial Liabilities:									Financial Liabilities:
Interest rate swaps	Interest rate swaps	$	—	$	61,433	$	—	$	61,433	Interest rate swaps	$	0	$	51,093	$	0	$	51,093
Contingent consideration	Contingent consideration	$	—	$	—	$	10,880	$	10,880	Contingent consideration	$	0	$	0	$	25,558	$	25,558
Foreign exchange derivative contracts	Foreign exchange derivative contracts	—		1,036		—		$	1,036	Foreign exchange derivative contracts	$	0	$	2,191	$	0	$	2,191

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 ~~June 27, 2020~~April 3, 2021 and ~~December 28, 2019,~~January 2, 2021, 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)e) Consolidated Statements of Cash Flows

Cash paid for interest was ~~$32.9~~$16.6 million and ~~$42.0~~$14.1 million for the ~~six~~three months ended ~~June 27,~~April 3, 2021 and March 28, 2020, ~~and June 29, 2019,~~ respectively. Cash payments totaling ~~$8.0~~$12.8 million and ~~$41.3~~$6.2 million were made for income taxes for the ~~six~~three months ended ~~June 27,~~April 3, 2021 and March 28, 2020, respectively.

f) Earnings Per Share

“Basic earnings per share” is calculated based upon the weighted average number of common shares actually outstanding, and ~~June 29, 2019,~~“diluted earnings per share” is calculated based upon the weighted average number of common shares outstanding and other dilutive securities.

The company’s potentially dilutive securities consist of shares issuable on vesting of restricted stock grants computed using the treasury method and amounted to 8,269 and 2,033 for the three months ended April 3, 2021, and March 28, 2020, respectively. For the three months ended April 3, 2021, the average market price of the company's common stock exceeded the exercise price of the Convertible Notes (as defined below) resulting in 744,334 diluted common stock equivalents to be included in the diluted net earnings per share for the period. There have been no conversions to date, See Note 12, Financing Arrangements for further details on the Convertible Notes. There were no anti-dilutive restricted stock grants excluded from common stock equivalents in any period presented.

2) Acquisitions and Purchase Accounting

The company operates in a highly fragmented industry and has completed numerous acquisitions over the past several years as a component of its growth strategy. The company has acquired industry leading brands and technologies to position itself as a leader in the commercial foodservice equipment, food processing equipment and residential kitchen equipment industries.

The company ~~has accounted~~accounts for all business combinations using the acquisition method to record a new cost basis for the assets acquired and liabilities assumed. The difference between the purchase price and the fair value of the assets acquired and liabilities assumed has been recorded as goodwill in the financial statements. The company ~~also~~ recognizes identifiable intangible assets, primarily trade names and customer relationships, at their fair value using a discounted cash flow model. The significant assumptions used to estimate the value of the intangible assets include revenue growth rates, projected profit margins, discount rates, royalty rates, and customer attrition rates. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The results of operations are reflected in the consolidated financial statements of the company from the dates of acquisition.

The following represents ~~the company's significant acquisitions in 2020 and 2019 as well as~~ summarized information onof various acquisitions by the company that were not individually ~~material.~~material in 2020. The company ~~also made smaller~~completed no acquisitions ~~not presented below which are individually and collectively immaterial.~~during the three months ended April 3, 2021.

~~Cooking Solutions Group~~2020 Acquisitions

~~On April 1, 2019,~~During 2020, the company completed its acquisition of all of the capital stock of Cooking Solutions Group, Inc. ("Cooking Solutions Group") from Standex International Corporation, which consists of the brands APW Wyott, Bakers Pride, BKI and Ultrafryer with locations in Texas, South Carolina and Mexico for a purchase price of approximately $106.1 million, net of cash acquired. During the third quarter of 2019, the company finalized the working capital provision provided for by the purchase agreement resulting in a payment due to the sellers of $0.1 million.

~~The final allocation of consideration paid for the Cooking Solutions Group acquisition is summarized as follows (in thousands):~~

(as initially
reported)
April 1, 2019 Measurement
Period
Adjustments (as adjusted)
April 1, 2019
Cash $ 843 $ — $ 843
Current assets 33,666 (1,625) 32,041
Property, plant and equipment 15,959 (58) 15,901
Goodwill 31,207 6,330 37,537
Other intangibles 53,450 (5,850) 47,600
Other assets — 1,470 1,470
Current liabilities (15,130) (1,583) (16,713)
Long-term deferred tax liability (13,082) 2,553 (10,529)
Other non-current liabilities — (1,163) (1,163)
Net assets acquired and liabilities assumed $ 106,913 $ 74 $ 106,987

The long-term deferred tax liability amounted to $10.5 million. The net deferred tax liability is comprised of $11.6 million of deferred tax liability related to the difference between the book and tax basis on identifiable intangible asset and liability accounts and $1.1 million of deferred tax asset related to the difference between the book and tax basis on identifiable tangible assets and liability accounts.

The goodwill and $24.7 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $22.5 million allocated to customer relationships and $0.4 million allocated to backlog, which are being amortized over periods of 9 years and 3 months, respectively. Goodwill and other intangibles of Cooking Solutions Group are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes.

~~Other 2019 Acquisitions~~

~~During 2019, the company completed~~ various ~~other~~ acquisitions that were not individually material. The estimated fair values of assets acquired and liabilities assumed are based on the information that was available as of the acquisition dates for the ~~other 2019~~2020 acquisitions and are summarized as follows (in thousands):


		Preliminary Opening Balance Sheet		Preliminary Measurement Period Adjustments		Adjusted Opening Balance Sheet			Preliminary Opening Balance Sheet		Preliminary Measurement Period Adjustments		Adjusted Opening Balance Sheet
Cash	Cash	$	2,683	$	(10)	$	2,673	Cash	$	14,647	$	0	$	14,647

Current assets	Current assets	21,525		1,016		22,541		Current assets	43,670		(13,391)		30,279
Property, plant and equipment	Property, plant and equipment	8,920		(166)		8,754		Property, plant and equipment	3,014		(241)		2,773
Goodwill	Goodwill	99,838		(9,550)		90,288		Goodwill	55,335		1,191		56,526
Other intangibles	Other intangibles	64,019		9,200		73,219		Other intangibles	63,201		0		63,201
Long-term deferred tax asset		1,288		1,428		2,716

Other assets	Other assets	137		854		991		Other assets	6,121		52		6,173

Current liabilities	Current liabilities	(20,437)		(348)		(20,785)		Current liabilities	(54,478)		12,434		(42,044)

Long-term deferred tax liability								Long-term deferred tax liability	(123)		0		(123)
Other non-current liabilities	Other non-current liabilities	(6,170)		(3,229)		(9,399)		Other non-current liabilities	(21,902)		(45)		(21,947)

Consideration paid at closing	Consideration paid at closing	$	171,803	$	(805)	$	170,998	Consideration paid at closing	$	109,485	$	0	$	109,485

Deferred payments	Deferred payments	2,404		—		2,404		Deferred payments	8,666		0		8,666
Contingent consideration	Contingent consideration	4,258		2,700		6,958		Contingent consideration	16,144		0		16,144

Net assets acquired and liabilities assumed	Net assets acquired and liabilities assumed	$	178,465	$	1,895	$	180,360	Net assets acquired and liabilities assumed	$	134,295	$	0	$	134,295

The long-term deferred tax ~~asset~~liability amounted to ~~$2.7 million. The net deferred tax asset~~$0.1 million and is comprised of $2.9 million of deferred tax asset related to tax loss carryforwards, $1.0 million of deferred tax liability related to the difference between the book and tax basis of identifiable intangible assets and $0.8 million of deferred tax asset related to the difference between the book and tax basis on ~~identifiable tangible asset~~other assets and liability accounts.

The goodwill and ~~$32.7~~$23.1 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350. Other intangibles also include ~~$28.8~~$14.0 million allocated to customer relationships, ~~$10.3~~$20.7 million allocated to developed technology and ~~$1.4~~$5.4 million allocated to backlog, which are being amortized over periods of 27 years, 7 to ~~10 years, 5 to 7~~12 years, and 3 to 9 months, respectively. Goodwill of ~~$42.6~~$56.5 million and other intangibles of ~~$35.5~~$63.2 million of the companies are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. Goodwill of $34.9 million and other intangibles of $30.1 million are allocated to the Food Processing Equipment Group for segment reporting purposes. Goodwill of $12.8 million and other intangibles of $7.6 million are allocated to the Residential Kitchen Equipment Group for segment reporting purposes. Of these assets, goodwill of ~~$79.5~~$20.0 million and all other intangibles ~~of $62.6 million~~ are expected to be deductible for tax purposes.

~~Two~~

Several purchase agreements include deferred ~~payments~~payment and earnout provisions providing for contingent payments due to the sellers to the extent certain financial targets are exceeded. The deferred payments are payable between ~~2020~~2021 and 2022. The contractual obligations associated with the deferred payments on the acquisition ~~dates~~date amount to ~~$2.4~~$8.7 million. The earnouts are payable between 2021 and ~~2030,~~2023, if the ~~companies exceed~~company exceeds certain sales and earnings targets. The contractual obligations associated with the contingent earnout provisions recognized on the acquisition ~~dates~~date amount to ~~$7.0 million.~~

The company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the company is waiting for additional information necessary to finalize those fair values for various 2019 acquisitions. Thus, the provisional measurements of fair value set forth above are subject to change. The company expects to complete the purchase price allocations during 2020.

~~2020 Acquisitions~~

As of June 27, 2020, the company has completed various acquisitions that were not individually material. The following estimated fair values of assets acquired and liabilities assumed are based on the information that was available as of the acquisition dates for the acquisitions and are summarized as follows (in thousands):

Preliminary Opening Balance Sheet Measurement
Period
Adjustments Adjusted Opening Balance Sheet
Cash $ 2,347 $ — $ 2,347
Current assets 31,089 (12,719) 18,370
Property, plant and equipment 1,032 (241) 791
Goodwill 12,776 333 13,109
Other intangibles 16,484 — 16,484
Other assets 1,708 — 1,708
Current liabilities (30,005) 12,627 (17,378)
Other non-current liabilities (3,070) — (3,070)
Consideration paid at closing $ 32,361 $ — $ 32,361
Deferred payments 1,250 — 1,250
Contingent consideration 1,774 — 1,774
Net assets acquired and liabilities assumed $ 35,385 $ — $ 35,385

The goodwill and $9.0 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350. Other intangibles also include $5.3 million allocated to customer relationships, $0.2 million allocated to developed technology and $2.0 million allocated to backlog, which are being amortized over periods of 7 years, 7 years, and 9 months, respectively. Goodwill of $13.1 million and other intangibles of $16.5 million of the companies are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes and are expected to be deductible for tax purposes.

One purchase agreement includes a deferred payment and earnout provision providing for contingent payments due to the sellers to the extent certain financial targets are exceeded. The deferred payment is payable during 2020. The contractual obligation associated with the deferred payments on the acquisition date is $1.3 million. The earnout is payable in 2023, if the company exceeds certain sales and earnings targets. The contractual obligation associated with the contingent earnout provision recognized on the acquisition date is $1.8$16.1 million.

The company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the company is waiting for additional information necessary to finalize those fair values for substantially all 2020 acquisitions to date. Thus, the provisional measurements of fair value set forth above are subject to change. The company expects to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date.

Pro Forma Financial Information

In accordance with ASC 805 Business Combinations, the following unaudited pro forma results of operations for the ~~six~~three months ended ~~June 27,~~April 3, 2021 and March 28, 2020, ~~and June 29, 2019,~~ assumes the ~~2019 and~~ 2020 acquisitions described above were completed on December ~~30, 2018~~29, 2019 (first day of fiscal year ~~2019)~~2020). The following pro forma results include adjustments to reflect amortization of intangibles associated with the acquisition and the effects of adjustments made to the carrying value of certain assets (in thousands, except per share data):


		Six Months Ended							Three Months Ended
		June 27, 2020		June 29, 2019			April 3, 2021		March 28, 2020
Net sales	Net sales	$	1,151,957	$	1,520,365	Net sales	$	758,058	$	689,593
Net earnings	Net earnings	96,987		147,786		Net earnings	91,882		67,302

Net earnings per share:	Net earnings per share:					Net earnings per share:
Basic	Basic	$	1.76	$	2.66	Basic	$	1.66	$	1.21
Diluted	Diluted	$	1.76	$	2.66	Diluted	$	1.64	$	1.21

The historical consolidated financial information of the Company and the acquisitions have been adjusted in the pro forma information to give effect to pro forma events that are (1) directly attributable to the transactions, (2) factually supportable and (3) expected to have a continuing impact on the combined results. Pro forma data may not be indicative of the results that would have been obtained had these acquisitions occurred at the beginning of the periods presented, nor is it intended to be a projection of future results. Additionally, the pro forma financial information does not reflect the costs which the company has incurred or may incur to integrate the acquired businesses.

3) Litigation Matters

From time to time, the company is subject to proceedings, lawsuits and other claims related to products, suppliers, employees, customers and competitors. The company maintains insurance to partially cover product liability, workers compensation, property and casualty, and general liability matters. The company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of accrual required, if any, for these contingencies is made after assessment of each matter and the related insurance coverage. The required accrual may change in the future due to new developments or changes in approach such as a change in settlement strategy in dealing with these matters. The company does not believe that any pending litigation will have a material effect on its financial condition, results of operations or cash flows.

118

4) Recently Issued Accounting Standards

Accounting Pronouncements - Recently Adopted

In ~~June 2016,~~August 2020, the FASB issued ASU ~~2016-13, “Financial~~No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments ~~- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”~~and Contracts in an Entity’s Own Equity”, ~~and has since modified~~which simplifies the ~~standard with several ASUs (collectively,~~accounting for convertible instruments by eliminating the ~~“new credit loss standard”). The new credit loss standard requires a financial asset (or a group of financial assets) measured at amortized cost basis~~requirement to separate embedded conversion features from the host contract when the conversion features are not required to be ~~presented at~~accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the ~~net amount expected to~~separation model, a convertible debt instrument will be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported ~~amount. The company adopted the~~as a single liability instrument with no separate accounting for embedded conversion features. This new standard asalso removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effect of ~~December 29, 2019 (first day of fiscal year 2020)~~potential share settlement be included in diluted earnings per share calculations. Effective January 3, 2021, the company early adopted ASU 2020-06 using the modified retrospective approach. ~~As a result~~Adoption of the ~~company's assessment process on its receivables~~new standard resulted in an increase to the opening balance of retained earnings of $5.1 million, a decrease to additional paid-in capital of $79.4 million, and ~~contract assets portfolio, which is~~an increase to convertible senior notes of $98.4 million. In addition, the ~~only financial instrument in scope of this standard, the adoption of this guidance did not have a material impact on the company's Condensed Consolidated Financial Statements.~~

In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The amendments in ASU-04 simplify the subsequent measurement of goodwill, by removing the second stepcompany ceased recording non-cash interest expense associated with amortization of the ~~goodwill impairment test. An entity will apply a one-step quantitative test~~debt discount and ~~record~~calculates earnings per share using the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value. The new guidance does not amend the optional qualitative assessment of goodwill impairment. The company adopted this guidance on December 29, 2019 on a prospective basis. The adoption of this guidance did not have an impact on the company's Condensed Consolidated Financial Statements.

~~In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes~~if-converted method to the Disclosure Requirements for Fair Value Measurement". The amendments in ASU-13 remove, modify and add various disclosure requirements around fair value measurement in order to clarify and improve the cost-benefit nature of disclosures. The company adopted this guidance on December 29, 2019 on a prospective basis. The adoption of this guidance didextent those shares are not ~~have an impact on the company's Condensed Consolidated Financial Statements.~~

In August 2018, the FASB issued ASU 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)". The amendments in ASU-15 align the requirements for capitalizing implementation costs in a service contract hosting arrangement with those of developing or obtaining internal-use software. The company adopted this guidance on December 29, 2019 on a prospective basis. The adoption of this guidance did not have an impact on the company's Condensed Consolidated Financial Statements.

~~Accounting Pronouncements - To be adopted~~

In August 2018, the FASB issued ASU 2018-14, "Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20)". The amendments in ASU-14 remove, modify and add various disclosure requirements around the topic in order to clarify and improve the cost-benefit nature of disclosures. This guidance is effective for annual reporting periods, and interim periods within those reporting periods, beginning after December 15, 2020 with early adoption permitted. The amendments must be applied on a retrospective basis for all periods presented. The company is currently evaluating the impacts the adoption of this guidance will have on its Condensed Consolidated Financial Statements.

anti-dilutive.

In December 2019, the FASB issued ASU 2019-12, "Simplifying the Accounting for Income Taxes (Topic 740)", which removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. This guidance is effective for annual reporting periods, and interim periods within those reporting periods, beginning after December 15, 2020 with early adoption permitted. Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings in the period of adoption. The company ~~is currently evaluating the impacts the adoption of~~adopted this guidance ~~will~~on January 3, 2021, and it did not have a material impact on ~~its Condensed~~the company's Consolidated Financial ~~Statements.~~Statements upon adoption.

Accounting Pronouncements - To be adopted

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting". Subject to meeting certain criteria, ASU 2020-04 provides optional expedients and exceptions to applying contract modification accounting under existing generally accepted accounting principles, for contracts that are modified to address the expected phase out of the London Inter-bank Offered Rate (“LIBOR”) by the end of 2021. Some of the Company’s contracts with respect to its borrowings and interest rate swap contracts already contain comparable alternative reference rates that would automatically take effect upon the phasing out of LIBOR, while for others, the company anticipates negotiating comparable replacement rates with its counterparties. In January 2021, the FASB issued ASU 2021-01 to provide supplemental guidance and to further clarify the scope. This guidance is effective for all entities from the beginning of an interim period that includes the issuance date of the ASU. An entity may elect to apply the amendments prospectively through December 31, 2022. The company is currently evaluating the impacts the adoption of this guidance will have on its ~~Condensed~~ Consolidated Financial Statements.

5) Revenue Recognition

Disaggregation of Revenue

The company disaggregates its net sales by reportable operating segment and geographical location as the company believes it best depicts how the nature, timing and uncertainty of its net sales and cash flows are affected by economic factors. In general, the Commercial Foodservice Equipment and Residential Foodservice Equipment Groups recognize revenue at the point in time control transfers to their customers based on contractual shipping terms. Revenue from equipment sold under the company's long-term contracts within the Food Processing Equipment group is recognized over time as the equipment is manufactured and assembled. The following table summarizes the company's net sales by reportable operating segment and geographical location (in thousands):


		Commercial Foodservice		Food Processing		Residential Kitchen		Total			Commercial Foodservice		Food Processing		Residential Kitchen		Total
Three Months Ended June 27, 2020

Three Months Ended April 3, 2021										Three Months Ended April 3, 2021
United States and Canada	United States and Canada	$	195,899	$	72,762	$	81,724	$	350,385	United States and Canada	$	338,837	$	79,650	$	108,574	$	527,061
Asia	Asia	27,548		6,110		900		34,558		Asia	49,719		4,003		3,032		56,754
Europe and Middle East	Europe and Middle East	39,852		19,104		21,506		80,462		Europe and Middle East	82,017		20,425		51,844		154,286
Latin America	Latin America	4,201		3,587		(1,216)		6,572		Latin America	10,582		8,416		959		19,957
Total	Total	$	267,500	$	101,563	$	102,914	$	471,977	Total	$	481,155	$	112,494	$	164,409	$	758,058

Six Months Ended June 27, 2020

Three Months Ended March 28, 2020										Three Months Ended March 28, 2020
United States and Canada	United States and Canada	$	502,409	$	145,644	$	166,798	$	814,851	United States and Canada	$	306,510	$	72,882	$	85,074	$	464,466
Asia	Asia	65,072		13,749		1,878		80,699		Asia	37,524		7,639		978		46,141
Europe and Middle East	Europe and Middle East	119,584		38,451		64,971		223,006		Europe and Middle East	79,732		19,347		43,465		142,544
Latin America	Latin America	23,559		7,985		(664)		30,880		Latin America	19,358		4,398		552		24,308
Total	Total	$	710,624	$	205,829	$	232,983	$	1,149,436	Total	$	443,124	$	104,266	$	130,069	$	677,459

Three Months Ended June 29, 2019
United States and Canada		$	357,718	$	58,100	$	100,472	$	516,290
Asia		52,031		8,054		1,467		61,552
Europe and Middle East		85,962		25,881		47,006		158,849
Latin America		17,568		5,818		927		24,313
Total		$	513,279	$	97,853	$	149,872	$	761,004

Six Months Ended June 29, 2019
United States and Canada		$	657,993	$	115,689	$	183,830	$	957,512
Asia		100,324		16,736		2,865		119,925
Europe and Middle East		175,858		46,499		97,621		319,978
Latin America		36,635		11,403		2,353		50,391
Total		$	970,810	$	190,327	$	286,669	$	1,447,806

Contract Balances

Contract assets primarily relate to the company's right to consideration for work completed but not billed at the reporting date and are recorded in prepaid expenses and other in the Condensed Consolidated Balance Sheet. Contract assets are transferred to receivables when the right to consideration becomes unconditional. Accounts receivable are not considered contract assets under the revenue standard as contract assets are conditioned upon the company's future satisfaction of a performance obligation. Accounts receivable, in contracts, are unconditional rights to consideration.

Contract liabilities relate to advance consideration received from customers for which revenue has not been recognized. Current contract liabilities are recorded in accrued expenses in the Condensed Consolidated Balance Sheet. Non-current contract liabilities are recorded in other non-current liabilities in the Condensed Consolidated Balance Sheet. Contract liabilities are reduced when the associated revenue from the contract is recognized.

The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands):


		Jun 27, 2020		Dec 28, 2019			Apr 3, 2021		Jan 2, 2021
Contract assets	Contract assets	$	25,394	$	22,675	Contract assets	$	18,899	$	20,328
Contract liabilities	Contract liabilities	$	81,504	$	74,511	Contract liabilities	$	108,766	$	93,871
Non-current contract liabilities	Non-current contract liabilities	$	11,305	$	12,870	Non-current contract liabilities	$	13,020	$	13,523

During the ~~six~~three months period ended ~~June 27, 2020,~~April 3, 2021, the company reclassified ~~$9.5~~$8.7 million to receivables, which was included in the contract asset balance at the beginning of the period. During the ~~six~~three months period ended ~~June 27, 2020,~~April 3, 2021, the company recognized revenue of ~~$47.1~~$59.1 million which was included in the contract liability balance at the beginning of the period. Additions to contract liabilities representing amounts billed to clients in excess of revenue recognized to date were ~~$66.5~~$84.3 million during the ~~six~~three months period ended ~~June 27, 2020. The increase in contract liabilities primarily relates to companies acquired during the six months period ended June 27, 2020.~~April 3, 2021. Substantially, all of the company's outstanding performance obligations will be satisfied within 12 to 36 months. There were 0 contract asset impairments during the ~~six~~three months period ended ~~June 27, 2020.~~April 3, 2021.

1511

6) Other Comprehensive Income

The company reports changes in equity during a period, except those resulting from investments by owners and distributions to owners, in accordance with ASC 220, "Comprehensive Income".

Changes in accumulated other comprehensive income⁽¹⁾ were as follows (in thousands):


											Currency Translation Adjustment		Pension Benefit Costs		Unrealized Gain/(Loss) Interest Rate Swap		Total
Balance as of January 2, 2021										Balance as of January 2, 2021	$	(49,961)	$	(400,919)	$	(37,548)	$	(488,428)
Other comprehensive income before reclassification										Other comprehensive income before reclassification	(10,614)		(3,970)		7,389		(7,195)
Amounts reclassified from accumulated other comprehensive income										Amounts reclassified from accumulated other comprehensive income	0		0		5,023		5,023
Net current-period other comprehensive income										Net current-period other comprehensive income	$	(10,614)	$	(3,970)	$	12,412	$	(2,172)
Balance as of April 3, 2021										Balance as of April 3, 2021	$	(60,575)	$	(404,889)	$	(25,136)	$	(490,600)
		Currency Translation Adjustment		Pension Benefit Costs		Unrealized Gain/(Loss) Interest Rate Swap		Total
Balance as of December 28, 2019	Balance as of December 28, 2019	$	(105,705)	$	(228,336)	$	(16,892)	$	(350,933)	Balance as of December 28, 2019	$	(105,705)	$	(228,336)	$	(16,892)	$	(350,933)
Other comprehensive income before reclassification	Other comprehensive income before reclassification	(29,064)		12,317		(33,141)		(49,888)		Other comprehensive income before reclassification	(48,916)		14,808		(26,486)		(60,594)
Amounts reclassified from accumulated other comprehensive income	Amounts reclassified from accumulated other comprehensive income	—		—		5,261		5,261		Amounts reclassified from accumulated other comprehensive income	0		0		1,267		1,267
Net current-period other comprehensive income	Net current-period other comprehensive income	$	(29,064)	$	12,317	$	(27,880)	$	(44,627)	Net current-period other comprehensive income	$	(48,916)	$	14,808	$	(25,219)	$	(59,327)
Balance as of June 27, 2020		$	(134,769)	$	(216,019)	$	(44,772)	$	(395,560)

Balance as of December 29, 2018		$	(112,771)	$	(170,938)	$	7,233	$	(276,476)
Adoption of ASU 2017-12 (2)		—		—		11		11
Other comprehensive income before reclassification		(1,762)		(9)		(21,952)		(23,723)
Amounts reclassified from accumulated other comprehensive income		—		—		(1,550)		(1,550)
Net current-period other comprehensive income		$	(1,762)	$	(9)	$	(23,491)	$	(25,262)
Balance as of June 29, 2019		$	(114,533)	$	(170,947)	$	(16,258)	$	(301,738)
Balance as of March 28, 2020										Balance as of March 28, 2020	$	(154,621)	$	(213,528)	$	(42,111)	$	(410,260)

(1) As of ~~June 27,~~April 3, 2021, pension and interest rate swap amounts are net of tax of $(90.0) million and $(8.8) million, respectively. During the three months ended April 3, 2021, the adjustments to pension benefit costs and unrealized gain/(loss) interest rate swap were net of tax of $(0.9) million and $4.3 million, respectively. As of March 28, 2020 pension and interest rate swap amounts are net of tax of ~~$(46.0)~~$(45.5) million and ~~$(16.2)~~$(15.3) million, respectively. During the ~~six~~three months ended ~~June 27,~~March 28, 2020, the adjustments to pension benefit costs and unrealized gain/(loss) interest rate swap were net of tax of ~~$2.6~~$3.1 million and ~~$(10.3)~~$(9.3) million, respectively. As of June 29, 2019 pension and interest rate swap amounts are net of tax of $(36.8) million and $(5.5) million, respectively. During the six months ended June 29, 2019, the adjustments to pension benefit costs and unrealized gain/(loss) interest rate swap were net of tax of $(0.1) million and $(8.0) million, respectively.

~~(2) As of December 30, 2018, the company adopted ASU No. 2017-12,~~ ~~"Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities"~~ ~~using the modified retrospective method. The adoption of this guidance resulted in the recognition of less than $0.1 million as an adjustment to the opening balance of retained earnings.~~

Components of other comprehensive income were as follows (in thousands):


		Three Months Ended						Six Months Ended					Three Months Ended
		Jun 27, 2020		Jun 29, 2019		Jun 27, 2020		Jun 29, 2019			Apr 3, 2021		Mar 28, 2020
Net earnings	Net earnings	$	21,162	$	92,210	$	94,941	$	161,223	Net earnings	$	89,263	$	73,779
Currency translation adjustment	Currency translation adjustment	19,852		(12,445)		(29,064)		(1,762)		Currency translation adjustment	(10,614)		(48,916)
Pension liability adjustment, net of tax	Pension liability adjustment, net of tax	(2,491)		5,254		12,317		(9)		Pension liability adjustment, net of tax	(3,970)		14,808
Unrealized loss on interest rate swaps, net of tax		(2,661)		(14,124)		(27,880)		(23,491)
Unrealized gain (loss) on interest rate swaps, net of tax										Unrealized gain (loss) on interest rate swaps, net of tax	12,412		(25,219)
Comprehensive income	Comprehensive income	$	35,862	$	70,895	$	50,314	$	135,961	Comprehensive income	$	87,091	$	14,452

7) Inventories

Inventories are composed of material, labor and overhead and are stated at the lower of cost or market. Costs for inventory have been determined using the first-in, first-out ("FIFO") method. The company estimates reserves for inventory obsolescence and shrinkage based on its judgment of future realization. Inventories at ~~June 27, 2020~~April 3, 2021 and ~~December 28, 2019~~January 2, 2021 are as follows (in thousands):


		Jun 27, 2020		Dec 28, 2019			Apr 3, 2021		Jan 2, 2021
Raw materials and parts	Raw materials and parts	$	300,792	$	277,394	Raw materials and parts	$	292,068	$	263,200
Work-in-process	Work-in-process	61,856		58,663		Work-in-process	57,537		55,104
Finished goods	Finished goods	245,836		249,642		Finished goods	224,672		221,894
		$	608,484	$	585,699		$	574,277	$	540,198

8) Goodwill

Changes in the carrying amount of goodwill for the ~~six~~three months ended ~~June 27, 2020~~April 3, 2021 are as follows (in thousands):

Commercial
Foodservice Food
Processing Residential Kitchen Total
Balance as of December 28, 2019 $ 1,153,552 $ 257,679 $ 438,516 $ 1,849,747
Goodwill acquired during the year 13,109 — — 13,109
Measurement period adjustments to
goodwill acquired in prior year (55) (8,732) 3,336 (5,451)
Exchange effect (2,686) 400 (13,435) (15,721)
Balance as of June 27, 2020 $ 1,163,920 $ 249,347 $ 428,417 $ 1,841,684


	Commercial Foodservice		Food Processing		Residential Kitchen		Total
Balance as of January 2, 2021	$	1,228,436	$	255,798	$	450,027	$	1,934,261

Measurement period adjustments to goodwill acquired in prior year	(247)		0		0		(247)
Exchange effect	(5,558)		(2,552)		2,740		(5,370)
Balance as of April 3, 2021	$	1,222,631	$	253,246	$	452,767	$	1,928,644

The company continues to monitor the global outbreak of the COVID-19 pandemic to assess the outlook for demand of its products and the impact on its business and financial performance. The potential impact of the COVID-19 pandemic on demand, production levels, and its operating results in the short-term is uncertain, but the company remains committed to the strategic actions necessary to realize long-term revenue and cash flow growth rates. The potential negative demand effect on revenues is also uncertain given the volatile environment, but demand and production levels are anticipated to recover.

~~As a result of the company's analysis, and in consideration of the totality of events and circumstances, there were no triggering events requiring an interim goodwill~~annual impairment assessment ~~identified during the six months period ended June 27, 2020.~~

Additionally, for the assessment of indefinite-life intangible assets other than goodwill, primarily trademarks and trade names, the company identified several trademarks and trade names with indicators of potential risk for impairment and performed quantitative assessments. The fair values of the trademarks tested exceeded their carrying values by more than 10%. As a result, 0 impairment charges for goodwill and indefinite-lived intangible assets ~~were recorded during~~is performed as of the ~~six months period ended June 27, 2020.~~first day of the fourth quarter and since that assessment the company does not believe there are any indicators of impairment requiring subsequent analysis. This is supported by the review of order rates, backlog levels and financial performance across business segments.

9) Intangibles

Intangible assets consist of the following (in thousands):


		June 27, 2020								December 28, 2019									April 3, 2021				January 2, 2021
		Estimated Weighted Avg Remaining Life	Gross Carrying Amount		Accumulated Amortization		Estimated Weighted Avg Remaining Life	Gross Carrying Amount		Accumulated Amortization			Estimated Weighted Avg Remaining Life	Gross Carrying Amount		Accumulated Amortization		Estimated Weighted Avg Remaining Life	Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets:	Amortized intangible assets:											Amortized intangible assets:
Customer lists	Customer lists	8.8	$	727,586	$	(315,960)	9.2	$	717,397	$	(283,846)	Customer lists	8.3	$	735,264	$	(362,393)	8.5	$	735,264	$	(347,029)
Backlog	Backlog	0.6	31,336		(29,541)		1.3	29,426		(28,283)		Backlog	0.1	34,729		(34,268)		0.3	34,729		(31,924)
Developed technology	Developed technology	4.3	34,324		(23,146)		5.2	32,999		(21,378)		Developed technology	9.8	56,931		(25,508)		10.0	56,931		(24,394)
			$	793,246	$	(368,647)		$	779,822	$	(333,507)			$	826,924	$	(422,169)		$	826,924	$	(403,347)
Indefinite-lived assets:	Indefinite-lived assets:											Indefinite-lived assets:
Trademarks and tradenames	Trademarks and tradenames		$	1,005,203				$	997,066			Trademarks and tradenames		$	1,023,539				$	1,026,804

The aggregate intangible amortization expense was ~~$17.6~~$18.8 million and ~~$14.7~~$16.9 million for the three months period ended ~~June 27,~~April 3, 2021 and March 28, 2020, ~~and June 29, 2019, respectively. The aggregate intangible amortization expense was $34.5 million and $30.8 million for the six months period ended June 27, 2020 and June 29, 2019,~~ respectively. The estimated future amortization expense of intangible assets is as follows (in thousands):


Twelve Month Period coinciding with the end of the company's Fiscal Second Quarter		Amortization Expense
Twelve Month Period coinciding with the end of the company's Fiscal First Quarter				Twelve Month Period coinciding with the end of the company's Fiscal First Quarter	Amortization Expense

2021		$	66,606
2022	2022	61,875		2022	$	65,516
2023	2023	56,171		2023	60,567
2024	2024	48,743		2024	54,282
2025	2025	37,113		2025	41,939
2026				2026	37,501
Thereafter	Thereafter	154,091		Thereafter	144,950
		$	424,599		$	404,755

1813

10) Accrued Expenses

Accrued expenses consist of the following (in thousands):


		Jun 27, 2020		Dec 28, 2019			Apr 3, 2021		Jan 2, 2021
Contract liabilities	Contract liabilities	$	81,504	$	74,511	Contract liabilities	$	108,766	$	93,871
Accrued payroll and related expenses						Accrued payroll and related expenses	105,085		93,926
Accrued warranty	Accrued warranty	62,494		66,374		Accrued warranty	75,094		69,667
Accrued payroll and related expenses		57,607		81,541
Accrued customer rebates						Accrued customer rebates	30,630		43,703
Accrued short-term leases	Accrued short-term leases	22,830		21,827		Accrued short-term leases	22,041		22,493
Accrued customer rebates		22,372		51,709
Accrued sales and other tax	Accrued sales and other tax	13,653		19,862		Accrued sales and other tax	16,730		22,030
Accrued professional fees						Accrued professional fees	13,782		12,133
Accrued product liability and workers compensation	Accrued product liability and workers compensation	13,029		15,164		Accrued product liability and workers compensation	12,402		12,909
Accrued professional fees		12,864		13,368
Accrued agent commission	Accrued agent commission	9,657		13,816		Accrued agent commission	12,215		11,105
Accrued interest rate swaps						Accrued interest rate swaps	10,672		14,075
Accrued liabilities held for sale						Accrued liabilities held for sale	0		22,313
Other accrued expenses	Other accrued expenses	59,577		58,378		Other accrued expenses	72,496		76,316

		$	355,587	$	416,550		$	479,913	$	494,541

11) Warranty Costs

In the normal course of business, the company issues product warranties for specific product lines and provides for the estimated future warranty cost in the period in which the sale is recorded. The estimate of warranty cost is based on contract terms and historical warranty loss experience that is periodically adjusted for recent actual experience. Because warranty estimates are forecasts that are based on the best available information, actual claims costs may differ from amounts provided. Adjustments to initial obligations for warranties are made as changes in the obligations become reasonably estimable.

A rollforward of the warranty reserve is as follows (in thousands):


	~~Six~~Three Months Ended
	~~Jun 27, 2020~~Apr 3, 2021
Balance as of ~~December 28, 2019~~January 2, 2021	$	~~66,374~~69,667
~~Warranty reserve related to acquisitions~~	~~1,335~~
Warranty expense	~~23,351~~20,881
Warranty claims	~~(28,566)~~(15,454)
Balance as of ~~June 27, 2020~~April 3, 2021	$	~~62,494~~75,094

12) Financing Arrangements


		Jun 27, 2020		Dec 28, 2019			Apr 3, 2021		Jan 2, 2021
		(in thousands)							(in thousands)
Senior secured revolving credit line	Senior secured revolving credit line	$	1,640,996	$	1,869,402	Senior secured revolving credit line	$	755,000	$	755,000
Term loan facility	Term loan facility	750,000		—		Term loan facility	331,250		335,938
Convertible senior notes						Convertible senior notes	732,088		632,847
Foreign loans	Foreign loans	5,826		3,622		Foreign loans	2,483		4,421
Other debt arrangement	Other debt arrangement	94		116		Other debt arrangement	1,312		1,390
Total debt	Total debt	2,396,916		1,873,140		Total debt	1,822,133		1,729,596
Less: Current maturities of long-term debt	Less: Current maturities of long-term debt	23,971		2,894		Less: Current maturities of long-term debt	21,093		22,944
Long-term debt	Long-term debt	2,372,945		1,870,246		Long-term debt	$	1,801,040	$	1,706,652

Credit Facility

On January 31, 2020, the company entered into an amended and restated five-year, $3.5 billion multi-currency senior secured credit agreement ~~(the~~(as amended as described below, the "Credit Facility"). On August 21, 2020, the company entered into an amendment to the Credit Facility, prepaying $400.0 million aggregate principal amount of its term loan obligations owed. The Credit Facility, ~~amends the company's pre-existing $3.0~~as amended, is in an aggregate principal amount of $3.1 billion, ~~credit facility, which had an original maturity of July 2021. The Credit Facility consists~~consisting of (i) a ~~$750.0~~$350 million term loan facility and (ii) a $2.75 billion multi-currency revolving credit facility, with the potential under certain circumstances, to increase the amount of the credit facility to up to a total of $4.0 billion (plus additional amounts, subject to compliance with a senior secured net leverage ratio).facility. The Credit Facility matures on January 31, 2025. The term loan facility ~~will amortize~~amortizes in equal quarterly installments due on the last day of each fiscal quarter ~~commencing with the first full fiscal quarter after January 31, 2020,~~ in an aggregate annual amount equal to 2.50% of the original aggregate principal amount of the term loan facility, with the balance, plus any accrued interest, due and payable on January 31, 2025.

As of ~~June 27, 2020,~~April 3, 2021, the company had ~~$2.4~~$1.1 billion of borrowings outstanding under the ~~revolving credit facility,~~Credit Facility, including ~~$1.6 billion~~$755.0 million of borrowings in U.S. Dollars ~~$52.0 million of borrowings denominated in British Pounds,~~ and ~~$750.0~~$331.3 million outstanding under the term loan. The company also had ~~$13.6~~$2.3 million in outstanding letters of credit as of ~~June 27, 2020,~~April 3, 2021, which reduces the borrowing availability under the Credit Facility. ~~Remaining borrowing availability under this facility was $1.1 billion at June 27, 2020.~~

At ~~June 27, 2020,~~April 3, 2021, borrowings under the Credit Facility accrued interest at a rate of 1.625% above LIBOR per annum or ~~0.625%~~1.00% above the highest of the prime rate, the federal funds rate plus 0.50% and one month LIBOR plus 1.00%. The average interest rate per annum, inclusive of hedging instruments, on the debt under the Credit Facility was equal to ~~2.98%~~3.32% at the end of the period. The interest rates on borrowings under the Credit Facility may be adjusted quarterly based on the company’s Funded Debt less Unrestricted Cash to Pro Forma EBITDA (the “Leverage Ratio”) on a rolling four-quarter basis. Additionally, a commitment fee based upon the Leverage Ratio is charged on the unused portion of the commitments under the Credit Facility. This variable commitment fee was equal to 0.25% per annum as of ~~June 27, 2020.~~

April 3, 2021. The term loan facility had an average interest rate per annum, inclusive of hedging instruments, of ~~2.05%~~3.28% as of ~~June 27, 2020.~~April 3, 2021.

In addition, the company has other international credit facilities to fund working capital needs outside the United ~~States and the United Kingdom.~~States. At ~~June 27, 2020,~~April 3, 2021, these foreign credit facilities amounted to ~~$5.8~~$2.5 million in U.S. Dollars with a weighted average per annum interest rate of approximately ~~6.26%~~4.50%.

The company’s debt is reflected on the balance sheet at cost. The fair values of the Credit Facility, term debt and foreign and other debt is based on the amount of future cash flows associated with each instrument discounted using the company's incremental borrowing rate. The company believes its interest rate margins on its existing debt are consistent with current market conditions and therefore the carrying value of debt reflects the fair value. The interest rate margin is based on the company's Leverage Ratio.

The company estimated the fair value of its loans by calculating the upfront cash payment a market participant would require to assume the company’s obligations. The upfront cash payment is the amount that a market participant would be able to lend to achieve sufficient cash inflows to cover the cash outflows under the company’s senior secured revolving credit facility assuming the facility was outstanding in its entirety until maturity. Since the company maintains its borrowings under a revolving credit facility and there is no predetermined borrowing or repayment schedule, for purposes of this calculation the company calculated the fair value of its obligations assuming the current amount of debt at the end of the period was outstanding until the maturity of the Credit Facility in January 2025. Although borrowings could be materially greater or less than the current amount of borrowings outstanding at the end of the period, it is not practical to estimate the amounts that may be outstanding during future periods. The carrying value and estimated aggregate fair value, a level 2 measurement, based primarily on market prices, of debt excluding the Convertible Notes is as follows (in thousands):

Jun 27, 2020 Dec 28, 2019
Carrying Value Fair Value Carrying Value Fair Value
Total debt $ 2,396,916 $ 2,396,916 $ 1,873,140 $ 1,873,140


	Apr 3, 2021				Jan 2, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
Total debt excluding convertible senior notes	$	1,090,045	$	1,090,045	$	1,096,749	$	1,096,749

The company uses floating-to-fixed interest rate swap agreements to hedge variable interest rate risk associated with the Credit Facility. At ~~June 27, 2020,~~April 3, 2021, the company had outstanding floating-to-fixed interest rate swaps totaling ~~$51.0~~$260.0 million notional amount carrying an average interest rate of ~~1.27%~~2.36% maturing in less than 12 months and ~~$1,062.0~~$802.0 million notional amount carrying an average interest rate of ~~2.02%~~1.91% that mature in more than 12 months but less than 8471 months.

20The company believes that its current capital resources, including cash and cash equivalents, cash expected to be generated from operation, funds available from its current lenders and access to the credit and capital markets will be sufficient to finance its operations, debt service obligations, capital expenditures, product development and expenditures for the foreseeable future.

The terms of the Credit Facility, as amended, limit the ability of the company and its subsidiaries to, with certain exceptions: incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make restricted payments; enter into certain transactions with affiliates; and requires, among other things, the company to satisfy certain financial covenants: (i) a minimum Interest Coverage Ratio (as defined in the Credit Facility) of 3.00 to 1.00, ~~and~~ (ii) a maximum Total Leverage Ratio of Funded Debt less Unrestricted Cash to Pro Forma EBITDA (each as defined in the Credit Facility) of ~~4.00~~5.50 to 1.00, and (iii) a maximum Secured Leverage Ratio of Funded Debt less Unrestricted Cash to Pro Forma EBITDA (each as defined in the Credit Facility) of 3.50 to 1.00; which may be adjusted to ~~4.50~~4.00 to 1.00 for a four consecutive fiscal quarter period in connection with certain qualified acquisitions, subject to the terms and conditions contained in the Credit Facility. The Credit Facility is secured by substantially all of the assets of Middleby Marshall, the company and the company's domestic subsidiaries and is unconditionally guaranteed by, subject to certain exceptions, the company and certain of the company's direct and indirect material foreign and domestic subsidiaries. The Credit Facility contains certain customary events of default, including, but not limited to, the failure to make required payments; bankruptcy and other insolvency events; the failure to perform certain covenants; the material breach of a representation or warranty; non-payment of certain other indebtedness; the entry of undischarged judgments against the company or any subsidiary for the payment of material uninsured amounts; the invalidity of the company guarantee or any subsidiary guaranty; and a change of control of the company. At ~~June 27, 2020,~~April 3, 2021, the company was in compliance with all covenants pursuant to its borrowing agreements.

Convertible Notes

The ~~company has run various scenarios to estimate~~following table summarizes the ~~impact~~outstanding principal amount and carrying value of the ~~COVID-19 pandemic and continues~~Convertible Notes:


	Apr 3, 2021		Jan 2, 2021
	(in thousands)
Principal amounts:
Principal	$	747,500	$	747,500
Unamortized debt discounts	0		(98,358)
Unamortized issuance costs	(15,412)		(16,295)
Net carrying amount	$	732,088	$	632,847

The following table summarizes total interest expense recognized related to believe that its future cash generated from operations, together with its capacity under its Credit Facility and its cash on hand, will provide adequate resources to meet its working capital needs and cash requirements for at least the ~~next 12 months. The company expects to be in compliance with the financial covenants in its Credit Facility; however, given the uncertainty of conditions for the remainder~~Convertible Notes:


	Three Months Ended
	Apr 3, 2021
Contractual interest expense	$	1,890
Interest cost related to amortization of issuance costs	883
Total interest expense	$	2,773

On August 21, 2020, the company issued $747.5 million aggregate principal amount of 1.00% Convertible Senior Notes maturing on September 1, 2025 (the "Convertible Notes") in a private offering pursuant to an indenture, dated August 21, 2020 (the "Indenture"), between the company and U.S. Bank National Association, as trustee. The Convertible Notes are general unsecured obligations of the company and bear interest semi-annually in arrears. The estimated fair value of the Convertible Notes was $1.1 billion as of April 3, 2021 and was determined through consideration of quoted market prices. The fair value is classified as Level 2, as defined in Note 1 (d), Fair Value Measurements of this Quarterly Report on Form 10-Q. The if-converted value of the Convertible Notes exceeded their respective principal value by $214.2 million as of April 3, 2021.

On January 3, 2021, the company adopted ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity", using the modified retrospective method. Prior to January 3, 2021, the Company separated the Convertible Notes into liability and equity components and the carrying amount of the equity component was recorded as a debt discount and amortized to interest expense. As a result of the adoption of ASU 2020-06, the Convertible Notes are accounted for as a single liability and therefore the company no longer recognized any amortization of debt discounts as interest expense. The annual effective interest rate of the Convertible Notes following adoption of ASU 2020-06 is 1.5%.

The Convertible Notes were issued pursuant to the Indenture and bear interest semi-annually in arrears at a rate of 1.00% per annum on March 1 and September 1 of each year. The Convertible Notes are convertible based upon an initial conversion rate of 7.7746 shares of the company's common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $128.62 per share of the company's common stock. The conversion rate will ~~aggressively monitor~~be subject to adjustment upon occurrence of certain specified events in accordance with the Indenture, but will not be adjusted for accrued and ~~assess whether compliance is~~unpaid interest. Additionally, in the event of a Fundamental Change (as defined in the Indenture), holders of the Convertible Notes may require the company to repurchase all or a portion of their Convertible Notes at ~~substantial risk~~a price equal to 100.0% of the principal amount of Convertible Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. Upon conversion, the company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may ~~warrant further actions~~be, cash, shares of common stock or a combination of cash and shares of common stock, at the company's election, in respect of the remainder, if any, of the company's conversion obligation in excess of the aggregate principal amount of the notes being converted.

The Convertible Notes will mature on September 1, 2025 unless they are redeemed, repurchased or converted prior to such date in accordance with ~~banking partners.~~their terms. The company ~~believes~~may settle the conversions of the Convertible Notes in cash, shares of the company's common stock or any ~~necessary actions would result~~combination thereof at its election. The number of shares of the company's common stock issuable at the conversion price of $128.62 per share is expected to be 5.8 million shares. As of April 3, 2021, there have been no conversions to date. For the three months ended April 3, 2021, the average market price of the company's common stock exceeded the exercise price of the Convertible Notes resulting in 744,334 diluted common stock equivalents to be included in the ~~ability to achieve subsequent compliance~~diluted net earnings per share for the period.

The Indenture includes customary terms and ~~avoidance~~covenants, including certain events of default after which the Convertible Notes may become due and payable immediately.

Capped Call Transactions

In conjunction with the pricing of the Convertible Notes, the company entered into privately negotiated capped call transactions in the aggregate amount of $104.7 million ("Capped Call Transactions"). The Capped Call Transactions are expected generally to reduce the potential dilution and/or offset the cash payments the company is required to make in excess of the principal amount of the Convertible Notes upon conversion of the Convertible Notes in the event that the market price per share of the company's common stock is greater than the strike price of the Capped Call Transactions (which initially corresponds to the initial conversion price of the Convertible Notes and is subject to certain adjustments under ~~its borrowing agreements.~~the terms of the Capped Call Transactions), with such reduction and/or offset subject to a cap based on the cap price of the Capped Call Transactions. Under the Capped Call Transactions, the number of shares of common stock issuable at the conversion price of $207.93 is expected to be 3.6 million shares. As of April 3, 2021, there have been no conversions to date. The Capped Call Transactions cover the number of shares of the company's common stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes.

The Capped Call Transactions are separate transactions entered into by the company with the capped call counterparties, and are not part of the terms of the Convertible Notes and will not affect any holder's right under the Convertible Notes. Holders of the Convertible Notes will not have any rights with respect to the Capped Call Transactions. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the company's stock. The premiums paid of the Capped Call Transactions have been included as a net reduction to additional paid-in capital with stockholders' equity.

13) Financial Instruments

ASC 815 “Derivatives and Hedging” requires an entity to recognize all derivatives as either assets or liabilities and measure those instruments at fair value. Derivatives that do not qualify as a hedge must be adjusted to fair value in earnings. If a derivative does qualify as a hedge under ASC 815, changes in the fair value will either be offset against the change in the fair value of the hedged assets, liabilities or firm commitments or recognized in other accumulated comprehensive income until the hedged item is recognized in earnings.

Foreign Exchange: The company uses foreign currency forward, foreign exchange swaps and option purchase and sales contracts to hedge its exposure to changes in foreign currency exchange rates. The company’s primary hedging activities are to mitigate its exposure to changes in exchange rates on intercompany and third party trade receivables and payables. The company does not currently enter into derivative financial instruments for speculative purposes. In managing its foreign currency exposures, the company identifies and aggregates naturally occurring offsetting positions and then hedges residual balance sheet exposures. The fair value of the forward and option contracts was a loss of ~~$1.0~~$0.7 million at the end of the ~~second~~first quarter of ~~2020.~~2021.

Interest Rate: The company has entered into interest rate swaps to fix the interest rate applicable to certain of its variable-rate debt. The agreements swap one-month LIBOR for fixed rates. The company has designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in accumulated other comprehensive income. As of ~~June 27, 2020,~~April 3, 2021, the fair value of these instruments was a liability of ~~$61.4~~$34.4 million. The change in fair value of these swap agreements in the first ~~six~~three months of ~~2020~~2021 was a ~~loss~~gain of ~~$27.9~~$12.4 million, net of taxes.

The following table summarizes the company’s fair value of interest rate swaps (in thousands):


		Condensed Consolidated Balance Sheet Presentation	Jun 27, 2020		Dec 28, 2019			Condensed Consolidated Balance Sheet Presentation	Apr 3, 2021		Jan 2, 2021
Fair value	Fair value	Other assets	$	—	$	1,830	Fair value	Other assets	$	3,014	$	0
Fair value	Fair value	Accrued expenses	$	1,067	$	—	Fair value	Accrued expenses	$	10,672	$	14,075
Fair value	Fair value	Other non-current liabilities	$	60,366	$	25,120	Fair value	Other non-current liabilities	$	26,696	$	37,018

2118

The impact on earnings from interest rate swaps was as follows (in thousands):


			Three Months Ended						Six Months Ended						Three Months Ended
		Presentation of Gain/(loss)	Jun 27, 2020		Jun 29, 2019		Jun 27, 2020		Jun 29, 2019			Presentation of Gain/(loss)	Apr 3, 2021		Mar 28, 2020
Gain/(loss) recognized in accumulated other comprehensive income	Gain/(loss) recognized in accumulated other comprehensive income	Other comprehensive income	$	(7,619)	$	(18,187)	$	(43,404)	$	(29,976)	Gain/(loss) recognized in accumulated other comprehensive income	Other comprehensive income	$	11,716	$	(35,785)
Gain/(loss) reclassified from accumulated other comprehensive income (effective portion)	Gain/(loss) reclassified from accumulated other comprehensive income (effective portion)	Interest expense	$	(3,994)	$	784	$	(5,261)	$	1,550	Gain/(loss) reclassified from accumulated other comprehensive income (effective portion)	Interest expense	$	(5,023)	$	(1,267)

Interest rate swaps are subject to default risk to the extent the counterparties are unable to satisfy their settlement obligations under the interest rate swap agreements. The company reviews the credit profile of the financial institutions that are counterparties to such swap agreements and assesses their creditworthiness prior to entering into the interest rate swap agreements and throughout the term. The interest rate swap agreements typically contain provisions that allow the counterparty to require early settlement in the event that the company becomes insolvent or is unable to maintain compliance with its covenants under its existing debt agreements.

14) Segment Information

The company operates in three reportable operating segments defined by management reporting structure and operating activities.

The Commercial Foodservice Equipment Group manufactures, sells, and distributes foodservice equipment for the restaurant and institutional kitchen industry. This business segment has manufacturing facilities in Arkansas, California, Colorado, Florida, Illinois, ~~Massachusetts,~~ Michigan, New Hampshire, North Carolina, Ohio, Oregon, Pennsylvania, ~~South Carolina,~~ Tennessee, Texas, Vermont, Washington, Australia, Canada, China, Denmark, Estonia, Italy, Mexico, the Philippines, Poland, Spain, Sweden and the United Kingdom. Principal product lines of this group include conveyor ovens, combi-ovens, convection ovens, baking ovens, proofing ovens, deck ovens, speed cooking ovens, hydrovection ovens, ranges, fryers, rethermalizers, steam cooking equipment, food warming equipment, catering equipment, heated cabinets, charbroilers, ventless cooking systems, kitchen ventilation, induction cooking equipment, countertop cooking equipment, toasters, griddles, charcoal grills, professional mixers, stainless steel fabrication, custom millwork, professional refrigerators, blast chillers, coldrooms, ice machines, freezers, ~~and~~ soft serve ice cream equipment, coffee and beverage dispensing ~~equipment.~~equipment, home and professional craft brewing equipment, fry dispensers, bottle filling and canning equipment, and IoT solutions. These products are sold and marketed under the brand names: Anets, APW Wyott, Bakers Pride, Beech, BKI, Blodgett, Blodgett Combi, ~~Blodgett Range,~~ Bloomfield, Britannia, ~~CTX,~~ Carter-Hoffmann, Celfrost, Concordia, CookTek, Crown, CTX, Desmon, Deutsche Beverage, Doyon, Eswood, EVO, Firex, Follett, Frifri, Giga, Globe, Goldstein, Holman, Houno, IMC, Induc, Ink Kegs, Inline Filling Systems, Jade, JoeTap, Josper, L2F, Lang, Lincat, MagiKitch’n, Market Forge, Marsal, Meheen, Middleby Marshall, MPC, Nieco, Nu-Vu, PerfectFry, Pitco, QualServ, RAM, ~~SiteSage,~~ Southbend, Ss Brewtech, Star, Starline, Sveba Dahlen, ~~Ss Brewtech,~~ Synesso, Tank, Taylor, Thor, Toastmaster, TurboChef, Ultrafryer, Varimixer, Wells, Wild Goose and Wunder-Bar.

The Food Processing Equipment Group manufactures preparation, cooking, packaging food handling and food safety equipment for the food processing industry. This business segment has manufacturing operations in Georgia, Illinois, Iowa, North Carolina, Oklahoma, Pennsylvania, Texas, Virginia, Washington, Wisconsin, Denmark, France, Germany, India, Italy, and the United Kingdom. Principal product lines of this group include batch ovens, baking ovens, proofing ovens, conveyor belt ovens, continuous processing ovens, frying systems and automated thermal processing systems, grinders, slicers, reduction and emulsion systems, mixers, blenders, formers, battering equipment, breading equipment, seeding equipment, water cutting systems, food presses, food suspension equipment, filling and depositing solutions, forming equipment, automated loading and unloading systems, food safety, food handling, freezing, defrosting and packaging equipment. These products are sold and marketed under the brand names: Alkar, Armor Inox, Auto-Bake, Baker Thermal Solutions, Burford, Cozzini, ~~CVP Systems,~~CV-Tek, Danfotech, Deutsche Process, Drake, ~~Emico,~~ Glimek, Hinds-Bock, Maurer-Atmos, MP Equipment, ~~M-TEK, Pacpro,~~Pacproinc, RapidPak, Scanico, Spooner Vicars, Stewart Systems, Thurne and Ve.Ma.C.

The Residential Kitchen Equipment Group manufactures, sells and distributes kitchen equipment for the residential market. This business segment has manufacturing facilities in California, Michigan, Mississippi, ~~Oregon,~~ Wisconsin, France ~~Ireland, Romania~~ and the United Kingdom. Principal product lines of this group are ranges, cookers, stoves, cooktops, microwaves, ovens, refrigerators, dishwashers, ~~microwaves, cooktops,~~undercounter refrigeration, wine ~~coolers,~~cellars, ice machines, ventilation equipment and outdoor equipment. These products are sold and marketed under the brand names: AGA, AGA Cookshop, Brava, ~~Brigade,~~ EVO, ~~Fired Earth, Heartland,~~ La Cornue, Leisure Sinks, Lynx, Marvel, Mercury, Rangemaster, Rayburn, Redfyre, Sedona, Stanley, TurboChef, U-Line and Viking.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The chief operating decision maker evaluates individual segment performance based on operating income.

Net Sales Summary

(dollars in thousands)


		Three Months Ended														Six Months Ended										Three Months Ended
		Jun 27, 2020						Jun 29, 2019						Jun 27, 2020					Jun 29, 2019					Apr 3, 2021				Mar 28, 2020
		Sales		Percent		Sales		Percent		Sales		Percent		Sales		Percent				Sales		Percent		Sales		Percent
Business Segments:	Business Segments:																	Business Segments:
Commercial Foodservice	Commercial Foodservice	$	267,500	56.7	%	$	513,279	67.4	%	$	710,624	61.8	%	$	970,810	67.1	%	Commercial Foodservice		$	481,155	63.5	%	$	443,124	65.4	%
Food Processing	Food Processing	101,563		21.5		97,853		12.9		205,829		17.9		190,327		13.1		Food Processing		112,494		14.8		104,266		15.4
Residential Kitchen	Residential Kitchen	102,914		21.8		149,872		19.7		232,983		20.3		286,669		19.8		Residential Kitchen		164,409		21.7		130,069		19.2
Total	Total	$	471,977	100.0	%	$	761,004	100.0	%	$	1,149,436	100.0	%	$	1,447,806	100.0	%	Total		$	758,058	100.0	%	$	677,459	100.0	%

2320

The following table summarizes the results of operations for the company's business segments (in thousands):


		Commercial Foodservice		Food Processing		Residential Kitchen		Corporate and Other ⁽¹⁾		Total			Commercial Foodservice		Food Processing		Residential Kitchen		Corporate and Other (1)		Total
Three Months Ended June 27, 2020

Three Months Ended April 3, 2021												Three Months Ended April 3, 2021
Net sales	Net sales	$	267,500	$	101,563	$	102,914	$	—	$	471,977	Net sales	$	481,155	$	112,494	$	164,409	$	0	$	758,058
Income (loss) from operations ⁽²⁾⁽³⁾		26,974		19,583		6,526		(13,965)		39,118
Income (loss) from operations (2, 3, 4)												Income (loss) from operations (2, 3, 4)	96,316		19,662		29,856		(24,661)		121,173
Depreciation expense	Depreciation expense	5,307		1,363		2,794		4		9,468		Depreciation expense	5,793		1,315		2,774		255		10,137
Amortization expense ⁽⁴⁾		12,894		2,000		2,737		512		18,143
Net capital expenditures		2,806		594		750		—		4,150

Six Months Ended June 27, 2020
Net sales		$	710,624	$	205,829	$	232,983	$	—	$	1,149,436
Income (loss) from operations ⁽²⁾⁽³⁾		115,581		34,941		19,234		(25,224)		144,532
Depreciation expense		10,207		2,699		5,777		15		18,698
Amortization expense ⁽⁴⁾		25,334		3,700		5,457		1,021		35,512
Amortization expense (5)												Amortization expense (5)	15,204		1,843		1,772		1,476		20,295
Net capital expenditures	Net capital expenditures	7,492		2,423		3,295		121		13,331		Net capital expenditures	5,195		928		2,256		346		8,725

Total assets	Total assets	$	3,149,853	$	617,638	$	1,119,685	$	527,525	$	5,414,701	Total assets	$	3,283,354	$	632,746	$	1,213,045	$	160,768	$	5,289,913

Three Months Ended June 29, 2019

Three Months Ended March 28, 2020												Three Months Ended March 28, 2020
Net sales	Net sales	$	513,279	$	97,853	$	149,872	$	—	$	761,004	Net sales	$	443,124	$	104,266	$	130,069	$	0	$	677,459
Income (loss) from operations ⁽²⁾⁽³⁾		111,572		18,542		20,599		(11,106)		139,607
Income (loss) from operations (2, 3)												Income (loss) from operations (2, 3)	88,607		15,358		12,708		(11,259)		105,414
Depreciation expense	Depreciation expense	5,382		1,199		2,892		49		9,522		Depreciation expense	4,900		1,336		2,983		11		9,230
Amortization expense ⁽⁴⁾		11,028		1,224		2,444		403		15,099
Net capital expenditures		7,240		1,376		2,515		2,404		13,535

Six Months Ended June 29, 2019
Net sales		$	970,810	$	190,327	$	286,669	$	—	$	1,447,806
Income (loss) from operations ⁽²⁾⁽³⁾		208,383		31,128		39,370		(38,213)		240,668
Depreciation expense		10,301		2,340		5,800		97		18,538
Amortization expense ⁽⁴⁾		22,289		3,607		4,895		806		31,597
Amortization expense (5)												Amortization expense (5)	12,440		1,700		2,720		509		17,369
Net capital expenditures	Net capital expenditures	13,213		2,077		3,936		2,404		21,630		Net capital expenditures	4,686		1,829		2,545		121		9,181

Total assets	Total assets	$	3,190,584	$	528,008	$	1,136,859	$	31,218	$	4,886,669	Total assets	$	3,232,632	$	626,907	$	1,145,943	$	272,497	$	5,277,979

(1)Includes corporate and other general company assets and operations.

(2)Non-operating expenses are not allocated to the operating segments. Non-operating expenses consist of interest expense and deferred financing amortization, foreign exchange gains and losses and other income and expense items outside of income from operations.

(3)Restructuring expenses are allocated in operating income by segment. See note 16 for further details.

(4)Gain on sale of plant is included in Commercial Foodservice.

(5)Includes amortization of deferred financing costs and Convertible Notes issuance costs.

Geographic Information

Long-lived assets, not including goodwill and other intangibles (in thousands):


		Jun 27, 2020		Jun 29, 2019			Apr 3, 2021		Mar 28, 2020
United States and Canada	United States and Canada	$	309,764	$	280,360	United States and Canada	$	330,080	$	316,087
Asia	Asia	21,935		14,219		Asia	27,104		21,751
Europe and Middle East	Europe and Middle East	154,020		175,745		Europe and Middle East	176,526		157,035
Latin America	Latin America	6,230		6,895		Latin America	6,155		5,518
Total international	Total international	$	182,185	$	196,859	Total international	$	209,785	$	184,304
		$	491,949	$	477,219		$	539,865	$	500,391

15) Employee Retirement Plans

(a)Pension Plans

U.S. 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 company maintains a non-contributory defined benefit plan for its employees at the Smithville, Tennessee facility. 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 also maintains a retirement benefit agreement with its former Chairman ("Chairman Plan"). The retirement benefits are based upon a percentage of the former Chairman’s final base salary.

Non-U.S. Plans:

The company maintains a defined benefit plan for its employees at the Wrexham, the United Kingdom facility. 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~~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, 2010 upon reaching retirement age.

The company maintains several pension plans related to AGA and its subsidiaries (collectively, the "AGA Group"), the most significant being the Aga Rangemaster Group Pension Scheme in the United Kingdom. Membership in the plan on a defined benefit basis of pension provision was closed to new entrants in ~~2001.The~~2001. The plan became open to new entrants on a defined contribution basis of pension provision in 2002, but was generally closed to new entrants on this basis during 2014. In December 2020, it was agreed that the Group Pension Scheme will be closed to future pension accruals effective April 5, 2021.

The other, much smaller, defined benefit pension plans operating within the AGA Group cover employees in France and the United Kingdom. All pension plan assets are held in separate trust funds although the net defined benefit pension obligations are included in the company's consolidated balance sheet.

The following table summarizes the company's net periodic pension benefit related to the AGA Group pension plans (in thousands):


		Three Months Ended						Six Months Ended					Three Months Ended
		Jun 27, 2020		Jun 29, 2019		Jun 27, 2020		Jun 29, 2019			Apr 3, 2021		Mar 28, 2020
Net Periodic Pension Benefit:	Net Periodic Pension Benefit:									Net Periodic Pension Benefit:
Service cost	Service cost	$	624	$	620	$	1,269	$	1,246	Service cost	$	194	$	645
Interest cost	Interest cost	6,212		8,349		12,630		16,781		Interest cost	4,290		6,418
Expected return on assets	Expected return on assets	(17,405)		(16,832)		(35,387)		(33,830)		Expected return on assets	(19,531)		(17,982)
Amortization of net (gain) loss		810		156		1,647		313
Amortization of net loss (gain)										Amortization of net loss (gain)	3,152		837
Amortization of prior service cost (credit)	Amortization of prior service cost (credit)	617		642		1,255		1,290		Amortization of prior service cost (credit)	716		638
Curtailment loss (gain)		—		388		—		388

		$	(9,142)	$	(6,677)	$	(18,586)	$	(13,812)
											$	(11,179)	$	(9,444)

The pension costs for all other plans of the company were not material during the period. The service cost component is recognized within Selling, general and administrative expenses and the non-operating components of pension benefit are included within Net periodic pension benefit (other than service cost) in the Condensed Consolidated Statements of Comprehensive Income.

(b)Defined Contribution Plans

The company maintains 2 separate defined contribution 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. The company also maintains defined contribution plans for its United Kingdom based employees.

16) Restructuring

Commercial Foodservice Equipment Group

During the fiscal years 2020 and 2019, the company undertook cost reduction initiatives related to the Commercial Foodservice Equipment Group including headcount reductions and facility consolidations. These actions resulted in ~~an additional charge~~expenses of $0.4 million and $0.5 million in the three months ended April 3, 2021 and March 28, ~~2020. During the three months ended June 27,~~ 2020, there were no additional expenses incurred with respect to such cost reduction initiatives taken during fiscal 2019. These expenses are reflected in restructuring expenses in the Condensed Consolidated Statements of Comprehensive Income. At June 27, 2020, the restructuring obligationsrespectively, primarily for ~~these initiatives were substantially completed with no future expenses expected.~~

~~During the three months ended June 27, 2020, due to the COVID-19 pandemic, the company began cost reduction initiatives primarily~~severance related to headcount reductions ~~within the Commercial Foodservice Equipment Group. These actions resulted in an additional charge of $1.6 million in the three months ended June 27, 2020.~~and facility consolidations. These expenses are reflected in restructuring expenses in the Condensed Consolidated Statements of Comprehensive Income. The ~~company estimates that these~~realization of cost savings from the restructuring initiatives ~~will result~~began in ~~future cost~~2020 with an expected annual savings of ~~less than $5.0 million annually.~~approximately $20.0 million. At ~~June 27, 2020,~~April 3, 2021, the restructuring obligations accrued for these initiatives are ~~immaterial.~~immaterial and will substantially be complete by the end of fiscal 2021.

The restructuring expenses for the other segments of the company were not material during the period.

17) Share Repurchases

On November 7, 2017, the company's Board of Directors approved a stock repurchase program. This program authorizes the company to repurchase in the aggregate up to 2,500,000 shares of its outstanding common stock in open market purchase transactions. For the six months ended June 27, 2020, the company repurchased 896,965 shares of its common stock under the program for $69.7 million, including applicable commissions, which represented an average price of $77.70. As of June 27, 2020, 1,023,165 shares had been purchased under the 2017 stock repurchase program.

The company ~~also~~ treats shares withheld for tax purposes on behalf of employees in connection with the vesting of restricted share grants as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. For the ~~six~~three months ended ~~June 27, 2020,~~April 3, 2021, the company repurchased ~~106,935~~10,473 shares of its common stock that were surrendered to the company for withholding taxes related to restricted stock vestings for ~~$7.1~~$1.8 million. These withheld shares are not considered common stock repurchases under the authorized common stock repurchase plan and accordingly are not included in the common stock repurchase totals disclosed below.

In November 2017, the company's Board of Directors approved a stock repurchase program authorizing the company to repurchase in the aggregate up to 2,500,000 shares of its outstanding common stock. During 2020, the company repurchased 896,965 shares of its common stock under the program for $69.7 million, including applicable commissions, which represented an average price of $77.70. As of April 3, 2021, 1,023,165 shares had been purchased under the 2017 stock repurchase program and 1,476,835 remain authorized for repurchase.

2623

18) Subsequent Event

On April 20, 2021, the company entered into an Agreement and Plan of Merger ("Merger Agreement") with Welbilt, Inc.("Welbilt"), a Delaware corporation, Middleby Marshall, Inc., a wholly owned subsidiary of the company and Mosaic Merger Sub, Inc., a wholly owned subsidiary of the company (“Merger Sub”), pursuant to which, at the closing, Merger Sub will merge with and into Welbilt, with Welbilt surviving as an indirect, wholly owned subsidiary of the company (“Merger”). Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (“Effective Time”), each share of common stock, par value $0.01 per share, of Welbilt (“Welbilt Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Welbilt common stock held by Welbilt as treasury stock or held, directly or indirectly, by the company) will be converted into the right to receive 0.1240 shares of validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share, of Middleby (“Middleby Common Stock”) (the ratio of one share of Welbilt Common Stock for 0.1240 shares of Middleby Common Stock, the “Exchange Ratio”). Upon the closing of the Merger, Middleby stockholders will own approximately 76% and Welbilt stockholders will own approximately 24% of the combined company.

Following the closing of the Merger, the Middleby Common Stock will continue to be listed on the NASDAQ Global Select Market (“NASDAQ”). Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, Welbilt’s equity-based compensation plan maintained for employees of Welbilt will be assumed by Middleby and (i) all outstanding options to purchase Welbilt Common Stock will be converted into options to purchase shares of Middleby Common Stock, (ii) all outstanding restricted stock awards and restricted stock unit awards with respect to Welbilt Common Stock will be converted into corresponding restricted stock awards and restricted stock unit awards with respect to shares of Middleby Common Stock, and (iii) all outstanding performance stock unit awards with respect to Welbilt Common Stock will be converted into restricted stock unit awards with respect to shares of Middleby Common Stock, with performance criteria deemed satisfied based on the achievement levels set forth in the Merger Agreement, in each case, based on the Exchange Ratio and with respect to such converted stock options, the exercise price of which shall be equal to the exercise price of such option in effect immediately prior to the Effective Time, divided by the Exchange Ratio, rounded up to the nearest whole cent. No fractional shares of Middleby Common Stock will be issued in connection with the Merger, and holders of shares of Welbilt Common Stock will receive cash in lieu of any such fractional shares.

The respective boards of directors of Middleby and Welbilt have unanimously approved the Merger Agreement, and the board of directors of Middleby has agreed to recommend that Middleby’s stockholders approve the issuance of the shares of Middleby Common Stock in connection with the Merger, as required by the listing standards of NASDAQ. In addition, the board of directors of Welbilt has agreed to recommend that Welbilt’s stockholders adopt the Merger Agreement.

The completion of the Merger is subject to the satisfaction or waiver of customary closing conditions, including (i) approval of the issuance of Middleby Common Stock in connection with the Merger by Middleby’s stockholders, (ii) approval for listing of the Middleby Common Stock to be issued in connection with the Merger on NASDAQ, (iii) the effectiveness of a registration statement on Form S-4 with respect to the Middleby Common Stock to be issued in connection with the Merger, (iv) approval and adoption of the Merger Agreement by Welbilt’s stockholders, (v) expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), and receipt of applicable approvals under certain foreign competition, antitrust or merger control laws, (vi) there being no law or order prohibiting consummation of the Merger, (vii) subject to specified materiality standards, the accuracy of the representations and warranties of the parties, (viii) compliance by the parties in all material respects with their respective covenants, (ix) the absence of a material adverse effect with respect to each of Middleby and Welbilt, and (x) the delivery of an officer’s closing certificate by both parties. The completion of the Merger is not conditioned on receipt of financing by Middleby.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

~~Informational~~Special Notes Regarding Forward-Looking Statements

This report contains forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The company cautions readers that these projections are based upon future results or events and are highly dependent upon a variety of important factors which could cause such results or events to differ materially from any forward-looking statements which may be deemed to have been made in this report, or which are otherwise made by or on behalf of the company. Such factors include, but are not limited to, the impact of COVID-19 pandemic and the response of governments, businesses and other third parties; volatility in earnings resulting from goodwill impairment losses which may occur irregularly and in varying amounts; variability in financing costs; quarterly variations in operating results; dependence on key customers; international exposure; foreign exchange and political risks affecting international sales; ability to protect trademarks, copyrights and other intellectual property; changing market conditions; the impact of competitive products and pricing; the timely development and market acceptance of the company’s products; the availability and cost of raw materials; and other risks detailed herein and from time-to-time in the company’s SEC filings, including the company’s ~~2019~~2020 Annual Report on Form 10-K. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this report are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, the company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

During the six months period ended June 27, 2020, the company's business experienced significant disruptions due to the COVID-19 pandemic. In response, the company implemented swift actions to protect our employees, ensure uninterrupted service to our customers and aggressively adjust our business and cost structure for a decline in revenues. The company's actions include, but are not limited to the following:Merger with Welbilt, Inc.

–~~Employee Safety - Implemented companywide procedures~~On April 20, 2021, the company entered into the Merger Agreement, pursuant to which, at the closing, Merger Sub will merge with and into Welbilt, with Welbilt surviving as an indirect, wholly owned subsidiary of the company, as discussed in Note 18, Subsequent Event, in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each share of Welbilt Common Stock will be converted into the right to receive 0.1240 shares of Middleby Common Stock. Upon the closing of the Merger, Middleby stockholders will own approximately 76% and Welbilt stockholders will own approximately 24% of the combined company. The Merger Agreement was unanimously approved by the boards of directors of both the company and Welbilt, and is subject to satisfaction of customary closing conditions set forth in the Merger Agreement, including ~~enhanced workplace sanitation, travel discontinuation, social distancing, staggered shifts~~receipt of required regulatory approvals and ~~established work-at-home protocols for non-production employees.~~

–~~Customer Support - Ensured continued access to customer support, technical service and uninterrupted shipping~~approval by the stockholders of ~~service parts and finished goods. Production continued to meet customer demand with minimal disruptions to address employee safety precautions.~~

–~~Cost and Profitability Initiatives - Instituted aggressive reduction~~each company. The completion of ~~all controllable and discretionary costs. This included~~ the ~~adjustment~~Merger is not conditioned on receipt of global office and production workforces in response to near-term reduced demand levels and reduced cash compensation to executives. Increased focus on prioritizing product and customers with highest profitability.

–~~Supply Chain - Established a task force to identify and mitigate supply chain disruption and ensure continuity of business operations and customer support.~~

–Liquidity and Cash Flow - Reduced capital expenditures for the remainder of year, enhanced working capital reduction initiatives to drive inventory efficiency, deferred near-term acquisition investments and suspended the Middleby share repurchase program. Maintained investments in key strategic initiatives.

–COVID-19 Product Introductions - Developed and launched products addressing COVID-19 needs, including sterilization units for N95 masks, mobile and touchless handwashing stations, plexiglass safety shields for restaurants and retail locations, mobile foodservice stations and hand and cleaning sanitizer produced at our most recent acquired company Deutsche.

The company believes that these aggressive cost reduction and liquidity preservation actions serve to position us appropriately and provide additional operating and financial flexibility to successfully navigate this uncertain environment.

financing by Middleby.

Net Sales Summary

(dollars in thousands)


		Three Months Ended														Six Months Ended										Three Months Ended
		Jun 27, 2020						Jun 29, 2019						Jun 27, 2020					Jun 29, 2019					Apr 3, 2021				Mar 28, 2020
		Sales		Percent		Sales		Percent		Sales		Percent		Sales		Percent				Sales		Percent		Sales		Percent
Business Segments:	Business Segments:																	Business Segments:
Commercial Foodservice	Commercial Foodservice	$	267,500	56.7	%	$	513,279	67.4	%	$	710,624	61.8	%	$	970,810	67.1	%	Commercial Foodservice		$	481,155	63.5	%	$	443,124	65.4	%
Food Processing	Food Processing	101,563		21.5		97,853		12.9		205,829		17.9		190,327		13.1		Food Processing		112,494		14.8		104,266		15.4
Residential Kitchen	Residential Kitchen	102,914		21.8		149,872		19.7		232,983		20.3		286,669		19.8		Residential Kitchen		164,409		21.7		130,069		19.2
Total	Total	$	471,977	100.0	%	$	761,004	100.0	%	$	1,149,436	100.0	%	$	1,447,806	100.0	%	Total		$	758,058	100.0	%	$	677,459	100.0	%

Results of Operations

The following table sets forth certain consolidated statements of earnings items as a percentage of net sales for the periods:


		Three Months Ended						Six Months Ended					Three Months Ended
		Jun 27, 2020		Jun 29, 2019		Jun 27, 2020		Jun 29, 2019			Apr 3, 2021		Mar 28, 2020
Net sales	Net sales	100.0	%	100.0	%	100.0	%	100.0	%	Net sales	100.0	%	100.0	%
Cost of sales	Cost of sales	67.6		62.4		64.9		62.4		Cost of sales	63.6		63.1
Gross profit	Gross profit	32.4		37.6		35.1		37.6		Gross profit	36.4		36.9
Selling, general and administrative expenses	Selling, general and administrative expenses	23.7		19.0		22.3		20.8		Selling, general and administrative expenses	20.4		21.2
Restructuring	Restructuring	0.5		0.3		0.3		0.2		Restructuring	0.1		0.1

Income from operations	Income from operations	8.2		18.3		12.5		16.6		Income from operations	16.0		15.6
Interest expense and deferred financing amortization, net	Interest expense and deferred financing amortization, net	4.6		2.9		3.3		2.9		Interest expense and deferred financing amortization, net	2.1		2.4
Net periodic pension benefit (other than service costs)	Net periodic pension benefit (other than service costs)	(2.1)		(1.0)		(1.7)		(1.0)		Net periodic pension benefit (other than service costs)	(1.5)		(1.5)
Other expense (income), net		0.1		(0.1)		0.3		(0.1)
Other (income) expense, net										Other (income) expense, net	(0.2)		0.5
Earnings before income taxes	Earnings before income taxes	5.6		16.5		10.6		14.8		Earnings before income taxes	15.6		14.2
Provision for income taxes	Provision for income taxes	1.2		4.4		2.5		3.7		Provision for income taxes	3.8		3.3
Net earnings	Net earnings	4.4	%	12.1	%	8.1	%	11.1	%	Net earnings	11.8	%	10.9	%

2826

Three Months Ended ~~June 27, 2020~~April 3, 2021 as compared to Three Months Ended ~~June 29, 2019~~March 28, 2020

NET SALES. Net sales for the three months period ended ~~June 27, 2020 decreased~~April 3, 2021 increased by ~~$289.0~~$80.6 million or ~~38.0%~~11.9% to ~~$472.0~~$758.1 million as compared to ~~$761.0~~$677.5 million in the three months period ended ~~June 29, 2019.~~March 28, 2020. Net sales increased by ~~$17.7~~$18.6 million, or ~~2.3%~~2.7%, from the fiscal ~~2019 acquisitions of Ss Brewtech, Pacproinc, Brava and Synesso and fiscal~~ 2020 acquisitions of ~~RAM~~Deutsche, Wild Goose, and ~~Deutsche.~~United Foodservice Equipment Zhuhai. Excluding acquisitions and a disposition, net sales ~~decreased $306.7~~increased $67.7 million, or ~~40.3%~~10.1%, from the prior year period. The impact of foreign exchange rates on foreign sales translated into U.S. Dollars for the three months period ended ~~June 27, 2020 decreased~~April 3, 2021 increased net sales by approximately ~~$3.6~~$11.1 million or ~~0.5%~~1.6%. Excluding the impact of foreign exchange, acquisitions and ~~acquisitions,~~a disposition, sales ~~decreased 39.8%~~increased 8.4% for the three months period ended ~~June 27, 2020~~April 3, 2021 as compared to the prior year period, including a net sales ~~decrease~~increase of ~~49.4%~~3.2% at the Commercial Foodservice Equipment Group, a net sales ~~decrease~~increase of ~~1.2%~~6.5% at the Food Processing Equipment Group and a net sales ~~decrease~~increase of ~~32.2%~~28.7% at the Residential Kitchen Equipment Group.

•Net sales of the Commercial Foodservice Equipment Group ~~decreased~~increased by ~~$245.8~~$38.1 million, or ~~47.9%~~8.6%, to ~~$267.5~~$481.2 million in the three months period ended ~~June 27, 2020,~~April 3, 2021, as compared to ~~$513.3~~$443.1 million in the prior year period. Net sales from the acquisitions of ~~Ss Brewtech, Synesso, RAM,~~Deutsche, Wild Goose, and ~~Deutsche,~~United Foodservice Equipment Zhuhai, which were acquired on ~~June 15, 2019, November 27, 2019, January 13,~~March 2, 2020, December 7, 2020, and ~~March 2,~~December 18, 2020, respectively, accounted for an increase of ~~$10.2~~$18.6 million during the three months period ended ~~June 27, 2020.~~April 3, 2021. Excluding the impact of acquisitions, net sales of the Commercial Foodservice Equipment Group ~~decreased $256.0~~increased $19.5 million, or ~~49.9%~~4.4%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales ~~decreased $253.6~~increased $14.1 million or ~~49.4%~~3.2% at the Commercial Foodservice Equipment Group. Domestically, ~~which is considered to be the U.S. and Canada,~~ the company realized a sales ~~decrease~~increase of ~~$161.8~~$32.4 million, or ~~45.2%~~10.6%, to ~~$195.9~~$338.9 million, as compared to ~~$357.7~~$306.5 million in the prior year period. The ~~decline~~increase in domestic sales ~~reflects the impacts of COVID-19.~~is related to improvements in market conditions and consumer demand. This includes an increase of ~~$7.7~~$14.0 million from recent acquisitions. Excluding the acquisitions, the net ~~decrease~~increase in domestic sales was ~~$169.5~~$18.4 million, or ~~47.4%~~6.0%. International sales ~~decreased $84.0~~increased $5.7 million, or ~~54.0%~~4.2%, to ~~$71.6~~$142.3 million, as compared to ~~$155.6~~$136.6 million in the prior year period. This includes an increase of ~~$2.5~~$4.6 million from the recent acquisitions and ~~a decrease~~an increase of ~~$2.4~~$5.4 million related to the ~~unfavorable~~favorable impact of exchange rates. Excluding acquisitions and foreign exchange, the net sales decrease in international sales was ~~$84.1~~$4.3 million, or ~~54.0%~~3.1%. The decrease in international revenues reflects continued impacts of COVID-19 on the ~~outbreak of COVID-19.~~European and Latin America markets, partially offset by an increase in the Asian market.

•Net sales of the Food Processing Equipment Group increased by ~~$3.8~~$8.2 million, or ~~3.9%~~7.9%, to ~~$101.6~~$112.5 million in the three months period ended ~~June 27, 2020,~~April 3, 2021, as compared to ~~$97.8~~$104.3 million in the prior year period. Excluding the impact of foreign exchange, ~~and the acquisition of Pacproinc, acquired July 16, 2019,~~ net sales ~~decreased $1.2~~increased $6.8 million, or ~~1.2%~~6.5% at the Food Processing Equipment Group. Domestically, the company realized a sales increase of ~~$14.7~~$6.8 million, or ~~25.3%~~9.3%, to ~~$72.8~~$79.7 million, as compared to ~~$58.1~~$72.9 million in the prior year period. The increase in domestic sales reflects growth ~~in protein equipment sales. Excluding acquisitions, the net increase in domestic~~primarily driven by bakery products. International sales ~~was $9.3~~increased $1.4 million, or ~~16.0%. International sales decreased $10.9 million, or 27.5%~~4.5%, to ~~$28.8~~$32.8 million, as compared to ~~$39.7~~$31.4 million in the prior year period. ~~Excluding~~This includes an increase of $1.4 million related to the ~~acquisition and~~favorable impact of exchange rates. Excluding foreign exchange, ~~the net sales decrease in~~ international sales ~~was $10.5 million, or 26.4%. The decrease in international revenues reflects declines in sales primarily due to the disruptive impact of COVID-19 on our customers' operations.~~were largely unchanged.

•Net sales of the Residential Kitchen Equipment Group ~~decreased~~increased by ~~$47.0~~$34.3 million, or ~~31.4%~~26.4%, to ~~$102.9~~$164.4 million in the three months period ended ~~June 27, 2020,~~April 3, 2021, as compared to ~~$149.9~~$130.1 million in the prior year period. Excluding the impact of foreign exchange and ~~the acquisition of Brava, acquired November 19, 2019,~~a disposition, net sales ~~decreased $48.3~~increased $35.7 million, or ~~32.2%~~28.7% at the Residential Kitchen Equipment Group. Domestically, the company realized a sales ~~decrease~~increase of ~~$18.8~~$23.5 million, or ~~18.7%~~27.6%, to ~~$81.7~~$108.6 million, as compared to ~~$100.5~~$85.1 million in the prior year period. ~~The decline in domestic~~International sales ~~reflects the impacts of COVID-19. Excluding acquisitions, the net decrease in domestic sales was $20.5~~increased $10.8 million, or ~~20.4%. International sales decreased $28.2 million, or 57.1%~~24.0%, to ~~$21.2~~$55.8 million, as compared to ~~$49.4~~$45.0 million in the prior year period. This includes ~~an unfavorable~~a favorable impact of exchange rates of ~~$0.4~~$4.3 million. Excluding foreign exchange and a disposition, the net sales ~~decrease~~increase in international sales was ~~$27.8~~$12.2 million, or ~~56.3%, primarily~~31.0%. The increase in domestic and international sales reflects the ~~European market due to lingering impacts from Brexit and the outbreak of COVID-19.~~strong demand for our premium appliance brands.

2927

GROSS PROFIT. Gross profit ~~decreased~~increased to ~~$153.1~~$275.9 million in the three months period ended ~~June 27, 2020~~April 3, 2021 from ~~$286.5~~$250.2 million in the prior year period, primarily reflecting ~~lower~~higher sales volumes related to ~~COVID-19, lower margins at recent acquisitions~~improvements in market conditions and ~~the unfavorable~~consumer demand and favorable impact of foreign exchanges rates of ~~$0.6~~$4.1 million. The gross margin rate was ~~37.6%~~36.9% in the three months period ended ~~June 29, 2019~~March 28, 2020 as compared to ~~32.4%~~36.4% in the current year period.

•Gross profit at the Commercial Foodservice Equipment Group ~~decreased~~increased by ~~$109.1~~$9.9 million, or ~~56.3%~~6.0%, to ~~$84.7~~$175.2 million in the three months period ended ~~June 27, 2020,~~April 3, 2021, as compared to ~~$193.8~~$165.3 million in the prior year period. Gross profit from the acquisitions of ~~Ss Brewtech, Synesso, RAM,~~Deutsche, Wild Goose, and ~~Deutsche~~United Foodservice Equipment Zhuhai increased gross profit by ~~$1.6~~$5.7 million. Excluding acquisitions, gross profit ~~decreased~~increased by ~~$110.7~~$4.2 million primarily related to ~~lower~~higher sales volumes. The impact of foreign exchange rates ~~decreased~~increased gross profit by approximately ~~$0.3~~$2.0 million. The gross margin rate decreased to ~~31.7%~~36.4%, as compared to ~~37.8%~~37.3% in the prior year period. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was ~~32.1%~~36.6%.

•Gross profit at the Food Processing Equipment Group increased by ~~$1.0~~$3.1 million, or ~~2.9%~~8.6%, to ~~$36.0~~$39.2 million in the three months period ended ~~June 27, 2020,~~April 3, 2021, as compared to $35.0 million in the prior year period. Excluding the acquisition, gross profit decreased by $0.9 million. The impact of foreign exchange rates decreased gross profit by approximately $0.4 million. The gross profit margin rate decreased to 35.4%, as compared to 35.8% in the prior year period. The gross margin rate excluding the acquisition and the impact of foreign exchange was 35.7%.

•~~Gross profit at the Residential Kitchen Equipment Group decreased by $24.9 million, or 42.8%, to $33.3 million in the three months period ended June 27, 2020, as compared to $58.2~~$36.1 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately ~~$0.1~~$0.7 million. The gross profit margin rate ~~decreased~~increased to ~~32.4%~~34.8%, as compared to ~~38.8%~~34.6% in the prior year period primarily related to ~~lower~~higher sales ~~volumes.~~volumes and product mix. The gross margin rate, excluding the impact of foreign exchange, was 34.7%.

•Gross profit at the Residential Kitchen Equipment Group increased by $12.0 million, or 24.6%, to $60.8 million in the three months period ended April 3, 2021, as compared to $48.8 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately $1.4 million. The gross margin rate decreased to 37.0%, as compared to 37.5% in the prior year period. The gross margin rate, excluding the impact of foreign exchange, was 37.1%.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general and administrative expenses ~~decreased~~increased from ~~$144.6~~$143.9 million in the three months period ended ~~June 29, 2019~~March 28, 2020 to ~~$111.8~~$155.0 million in the three months period ended ~~June 27, 2020.~~April 3, 2021. As a percentage of net sales, selling, general, and administrative expenses were ~~19.0%~~21.2% in the three months period ended ~~June 29, 2019,~~March 28, 2020, as compared to ~~23.7%~~20.4% in the three months period ended ~~June 27, 2020.~~April 3, 2021.

Selling, general and administrative expenses reflect increased costs of ~~$7.8~~$5.4 million associated with acquisitions, including ~~$2.4~~$2.7 million of intangible amortization expense. Selling, general and administrative expenses ~~decreased $23.9~~increased $13.2 million related to incentive and stock compensation costs, ~~and commissions and $14.7~~offset by a decrease of $6.1 million ~~due to~~from controllable cost reductions primarily within travel & entertainment and convention ~~costs, professional fees and advertising.~~costs. Foreign exchange rates had ~~a favorable~~an unfavorable impact of ~~$1.7~~$2.1 million. ~~The decreases were partially offset by a $4.7 million increase related to higher non-cash share-based compensation.~~

RESTRUCTURING EXPENSES. Restructuring expenses were ~~$2.2~~$0.8 million for the three months period ended ~~June 29, 2019~~March 28, 2020 and $0.8 million for the three months period ended ~~June 27, 2020.~~April 3, 2021. Restructuring expenses in ~~the current period~~both periods related primarily to headcount reductions atand facility consolidations within the Commercial Foodservice Equipment Group. In the three months period ended June 29, 2019, restructuring expenses related primarily to headcount reductions at the Commercial Foodservice Equipment Group and additional cost reduction initiatives related to the AGA Group.

NON-OPERATING EXPENSES. Interest and deferred financing amortization costs were ~~$21.8~~$16.1 million in the three months period ended ~~June 27, 2020,~~April 3, 2021, as compared to ~~$22.0~~$15.7 million in the prior year ~~period, reflecting the impacts of higher borrowing levels and a reduction in the average interest rates under the Credit Facility.~~period. Net periodic pension benefit (other than service costs) increased ~~$2.5~~$1.3 million to ~~$9.8~~$11.4 million in the three months period ended ~~June 27, 2020~~April 3, 2021 from ~~$7.3~~$10.1 million in the prior year period, related to the decrease in discount rate used to calculate the interest ~~cost and higher expected returns on assets driven by higher asset values at the end of fiscal 2019.~~cost. Other ~~expense~~income was ~~$0.4~~$1.7 million in the three months period ended ~~June 27, 2020,~~April 3, 2021, as compared to other ~~income~~expense of ~~$0.5~~$3.3 million in the prior year period and consists mainly of foreign exchange gains and losses.

INCOME TAXES. A tax provision of ~~$5.6~~$28.9 million, at an effective rate of ~~20.9%~~24.5%, was recorded during the three months period ended ~~June 27, 2020,~~April 3, 2021, as compared to ~~$33.2~~$22.7 million at an effective rate of ~~26.5%, in the prior year period. The lower rate in the current year is primarily due to lower non-deductible costs.~~

~~Six Months Ended June 27, 2020 as compared to Six Months Ended June 29, 2019~~

~~NET SALES~~. Net sales for the six months period ended June 27, 2020 decreased by $298.4 million or 20.6% to $1,149.4 million as compared to $1,447.8 million in the six months period ended June 29, 2019. Net sales increased by $53.8 million, or 3.7%, from the fiscal 2019 acquisitions of Cooking Solutions Group, Powerhouse, Ss Brewtech, Pacproinc, Brava and Synesso and fiscal 2020 acquisitions of RAM and Deutsche. Excluding acquisitions, net sales decreased $352.2 million, or 24.3%, from the prior year period. The impact of foreign exchange rates on foreign sales translated into U.S. Dollars for the six months period ended June 27, 2020 decreased net sales by approximately $7.7 million or 0.5%. Excluding the impact of foreign exchange and acquisitions sales decreased 23.8% for six months period ended June 27, 2020 as compared to the prior year period, including a net sales decrease of 30.2% at the Commercial Foodservice Equipment Group, a net sales increase of 2.3% at the Food Processing Equipment Group and a net sales decrease of 19.3% at the Residential Kitchen Equipment Group.

•Net sales of the Commercial Foodservice Equipment Group decreased by $260.2 million, or 26.8%, to $710.6 million in the six months period ended June 27, 2020, as compared to $970.8 million in the prior year period. Net sales from the acquisitions of Cooking Solutions Group, Powerhouse, Ss Brewtech, Synesso, RAM, and Deutsche, which were acquired on April 1, 2019, April 1, 2019, June 15, 2019, November 27, 2019, January 13, 2020, and March 2, 2020, respectively, accounted for an increase of $38.3 million during the six months period ended June 27, 2020. Excluding the impact of acquisitions, net sales of the Commercial Foodservice Equipment Group decreased $298.5 million, or 30.7%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales decreased $293.4 million or 30.2% at the Commercial Foodservice Equipment Group. Domestically, the company realized a sales decrease of $155.6 million, or 23.6%, to $502.4 million, as compared to $658.0 million in the prior year period. This includes an increase of $32.5 million from recent acquisitions. Excluding acquisitions, the net decrease in domestic sales was $188.1 million, or 28.6%. The decline in domestic sales reflects the impacts of COVID-19. International sales decreased $104.6 million, or 33.4%, to $208.2 million, as compared to $312.8 million in the prior year period. This includes an increase of $5.8 million from the recent acquisitions and a decrease of $5.1 million related to the unfavorable impact of exchange rates. Excluding acquisitions and foreign exchange, the net sales decrease in international sales was $105.3 million, or 33.7%. The decrease in international revenues reflects the impacts of COVID-19, most significantly in the European and Asian markets.

•Net sales of the Food Processing Equipment Group increased by $15.5 million, or 8.1%, to $205.8 million in the six months period ended June 27, 2020, as compared to $190.3 million in the prior year period. Excluding the impact of foreign exchange and the acquisition of Pacproinc, acquired July 16, 2019, net sales increased $4.3 million or 2.3% at the Food Processing Equipment Group. Domestically, the company realized a sales increase of $29.9 million, or 25.8%, to $145.6 million, as compared to $115.7 million in the prior year period. Excluding acquisitions, the net increase in domestic sales was $18.0 million, or 15.6%. The increase in domestic sales reflects growth in protein equipment sales. International sales decreased $14.4 million, or 19.3%, to $60.2 million, as compared to $74.6 million in the prior year period. Excluding acquisitions and foreign exchange, the net sales decrease in international sales was $13.7 million, or 18.4%. The decrease in international revenues reflects declines in sales primarily due to the disruptive impact of COVID-19 on our customers' operations.

•Net sales of the Residential Kitchen Equipment Group decreased by $53.7 million or 18.7%, to $233.0 million in the six months period ended June 27, 2020, as compared to $286.7 million in the prior year period. Excluding the impact of foreign exchange and the acquisition of Brava, acquired November 19, 2019, net sales decreased $55.4 million, or 19.3%, at the Residential Kitchen Equipment Group. Domestically, the company realized a sales decrease of $17.0 million, or 9.2%, to $166.8 million, as compared to $183.8 million in the prior year period. Excluding the impact of the acquisition, the net decrease in domestic sales was $19.7 million, or 10.7%. The decline in domestic sales reflects the impacts of COVID-19. International sales decreased $36.7 million, or 35.7%, to $66.2 million, as compared to $102.9 million in the prior year period. Excluding foreign exchange and acquisitions, the net sales decrease in international sales was $35.7 million, or 34.7%. The decline of sales in the European market reflects the impacts of Brexit and the outbreak of COVID-19.

~~GROSS PROFIT~~. Gross profit decreased to $403.3 million in the six months period ended June 27, 2020 from $543.8 million in the prior year period, primarily related to lower sales volumes due to COVID-19 and the unfavorable impact of foreign exchanges rates of $1.9 million. The gross margin rate was 37.6% in the six months period ended June 29, 2019 as compared to 35.1% in the current year period.

•Gross profit at the Commercial Foodservice Equipment Group decreased by $116.4 million, or 31.8%, to $250.1 million in the six months period ended June 27, 2020, as compared to $366.5 million in the prior year period. Gross profit from acquisitions accounted for $9.0 million of the increase in gross profit during the period. Excluding the recent acquisitions, gross profit decreased by $125.4 million on lower sales volumes. The impact of foreign exchange rates decreased gross profit by approximately $1.1 million. The gross margin rate decreased to 35.2%, as compared to 37.8% in the prior year period. The gross margin rate excluding acquisitions and the impact of foreign exchange was 35.8%.

•Gross profit at the Food Processing Equipment Group increased by $4.8 million, or 7.1%, to $72.2 million in the six months period ended June 27, 2020, as compared to $67.4 million in the prior year period. Excluding acquisitions, gross profit increased by approximately $0.8 million. The impact of foreign exchange rates decreased gross profit by approximately $0.7 million. The gross profit margin rate decreased to 35.1%, as compared to 35.4% in the prior year period. The gross margin rate excluding acquisitions and the impact of foreign exchange was 35.4%.

•Gross profit at the Residential Kitchen Equipment Group decreased by $29.5 million, or 26.5%, to $82.0 million in the six months period ended June 27, 2020, as compared to $111.5 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately $0.1 million. The gross margin rate decreased to 35.2%, as compared to 38.9% in the prior year period, primarily related to lower sales volumes.

~~SELLING, GENERAL AND ADMINISTRATIVE EXPENSES~~. Combined selling, general and administrative expenses decreased from $300.5 million in the six months period ended June 29, 2019 to $255.8 million in the six months period ended June 27, 2020. As a percentage of net sales, selling, general, and administrative expenses were 20.8% in the six months period ended June 29, 2019, as compared to 22.3% in the six months period ended June 27, 2020.

Selling, general and administrative expenses reflect increased costs of $16.2 million associated with acquisitions, including $3.4 million of intangible amortization expense. Selling, general and administrative expenses decreased $33.0 million related to compensation costs and commissions and $20.0 million due to controllable cost reductions within professional fees, travel & entertainment, convention costs and advertising. Foreign exchange rates had a favorable impact of $2.7 million. The decreases were partially offset by a $7.8 million increase related to higher non-cash share-based compensation. The prior year period expenses also included $10.1 million related to the transition costs with respect to the former Chairman and Chief Executive Officer upon his retirement in February 2019.

~~RESTRUCTURING EXPENSES~~.Restructuring expenses increased $0.4 million from $2.6 million in the six months period ended June 29, 2019 to $3.0 million in the six months period ended June 27, 2020. Restructuring expenses in the current period related primarily to headcount reductions and cost reduction initiatives related to facility consolidations at the Commercial Foodservice Equipment Group and Residential Kitchen Equipment Group. In the six months period ended June 29, 2019, restructuring charges related primarily to headcount reductions at the Commercial Foodservice Equipment Group and additional cost reduction initiatives related to the AGA Group.

~~NON-OPERATING EXPENSES~~. Interest and deferred financing amortization costs were $37.5 million in the six months period ended June 27, 2020, as compared to $42.5 million in the prior year period, reflecting higher debt balances outstanding to maintain higher cash balances as a result of the uncertainty due to the COVID-19 pandemic offset by declining interest rates. Net periodic pension benefit (other than service costs) increased $4.8 million to $19.9 million in the six months period ended June 27, 2020 from $15.1 million in the prior year period, related to the decrease in discount rate used to calculate the interest cost and higher expected returns on assets driven by higher asset values at the end of fiscal 2019. Other expense was $3.7 million in the six months period ended June 27, 2020, as compared to other income of $1.9 million in the prior year period and consists mainly of foreign exchange gains and losses.

~~INCOME TAXES. A tax provision of $28.3 million, at an effective rate of 22.9%, was recorded during the six months period ended June 27, 2020, as compared to $53.9 million at an effective rate of 25.1%~~23.5%, in the prior year period. The effective tax rates in 2020 and 2019 are higher than the federal tax rate of 21% primarily due to state taxes.

Financial Condition and Liquidity

During the ~~six~~three months ended ~~June 27, 2020,~~April 3, 2021, cash and cash equivalents increased by ~~$555.2~~$41.2 million to ~~$649.7~~$309.3 million from $268.1 million at ~~June 27, 2020 from $94.5 million at December 28, 2019. Borrowings~~January 2, 2021. Total debt increased ~~from $1.9 billion~~ to ~~$2.4~~$1.8 billion at ~~December 28, 2019 and June 27, 2020, respectively, since the company maintained higher cash balances as a result of the uncertainty~~April 3, 2021 from $1.7 billion at January 2, 2021 primarily due to the ~~COVID-19 pandemic.~~adoption of ASU 2020-06 as discussed in Note 4, Recently Issued Accounting Standards, in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

OPERATING ACTIVITIES. Net cash provided by operating activities was ~~$164.8~~$59.7 million for the ~~six~~three months ended ~~June 27, 2020,~~April 3, 2021, compared to ~~$101.6~~$87.1 million for the ~~six~~three months ended ~~June 29, 2019.~~March 28, 2020.

During ~~six~~three months period ended ~~June 27, 2020,~~April 3, 2021, net cash provided by changes in assets and liabilities amounted to ~~$14.4~~$57.1 million. ~~This resulted from the timing~~The changes included an increase in accounts receivable of ~~payments~~$66.7 million due to improved market conditions and ~~collections largely attributable~~increased sales volumes. Inventory increased $33.3 million and accounts payable increased $31.7 million to ~~reduction in sales volumes at the Commercial Foodservice Equipment Group~~support increased demand and ~~Residential Kitchen Equipment Group.~~to manage supply chain risks. Changes also included a ~~$71.0~~$27.4 million decrease in prepaid expenses and other assets and $16.2 million decrease in accrued expenses and other non-current liabilities including impacts from the ~~timing~~sale of ~~payments made~~assets held for ~~various customer programs and compensation programs.~~sale for a non-core business within the Residential Kitchen Equipment Group.

INVESTING ACTIVITIES. During the ~~six~~three months ended ~~June 27, 2020,~~April 3, 2021, net cash used for investing activities amounted to ~~$43.2~~$7.0 million. This included ~~$30.0~~$8.7 million ~~for the 2020 acquisitions of RAM and Deutsche, $22.7 million~~expended, primarily associated with additions and upgrades of production equipment, manufacturing facilities and residential and commercial showrooms, and was partially offset by ~~$9.4~~$3.4 million ~~net~~ proceeds on the sale of ~~properties~~property following facility ~~consolidations~~consolidation actions.

FINANCING ACTIVITIES. Net cash flows ~~provided~~used by financing activities were ~~$438.3~~$8.3 million during the ~~six~~three months ended ~~June 27, 2020. On January 31, 2020, the company entered into an amended and restated five-year, $3.5 billion multi-currency senior secured credit agreement.~~April 3, 2021. The company’s borrowing activities during the ~~quarter~~three months ended April 3, 2021 included ~~$522.0~~$4.7 million of net ~~proceeds~~repayments under its ~~credit agreement, as we maintained higher cash balances as a result~~Credit Facility and $1.8 million of ~~uncertainty due to the COVID-19 pandemic.~~net repayments under its foreign banking facilities. The company ~~also incurred $7.6 million of debt issuance costs to amend the credit agreement.~~

~~Additionally, the company repurchased $76.8 million of Middleby common shares during the six months ended June 27, 2020. This was comprised of $7.1~~used $1.8 million to repurchase ~~106,935~~10,473 shares of Middleby common stock that were surrendered to the company by employees in lieu of cash payment for withholding taxes related to restricted stock ~~vestings~~vesting during the ~~quarter and $69.7 million used to repurchase 896,965 shares of its common stock under a repurchase program.~~quarter.

At ~~June 27, 2020,~~April 3, 2021, the company ~~was in compliance with all covenants pursuant to its borrowing agreements. The company has run various scenarios to estimate the impact of the COVID-19 pandemic and continues to believe~~believes that its ~~future~~current capital resources, including cash and cash equivalents, cash expected to be generated from operation, funds available from its current lenders and access to the credit and capital markets will be sufficient to finance its operations, ~~together with its capacity under its Credit Facility~~debt service obligations, capital expenditures, product development and its cash on hand, will provide adequate resources to meet its working capital needs and cash requirements for at least the next 12 months. The company expects to be in compliance with the financial covenants in its Credit Facility; however, given the uncertainty of conditionsexpenditures for the remainder of 2020, the company will aggressively monitor and assess whether compliance is at substantial risk and may warrant further actions with banking partners. The company believes any necessary actions would result in the ability to achieve subsequent compliance and avoidance of default under its borrowing agreements.

foreseeable future.

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Recently Issued Accounting Standards

See Part I, Item 1, Notes to Condensed Consolidated Financial Statements, Note 4 - Recent Issued Accounting ~~Standards.~~Standards, of this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

Management's discussion and analysis of financial condition and results of operations are based upon the company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the company to make significant 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 judgments 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 and any such differences could be material to the company's consolidated financial statements. There have been no changes in the company's critical accounting policies, which include revenue recognition, inventories, goodwill and other intangibles, pensions benefits, and income taxes, as discussed in the company's Annual Report on Form 10-K for the year ended ~~December 28, 2019~~January 2, 2021 (the ~~“2019~~“2020 Annual Report on Form 10-K”) other than those described below.

During the ~~six~~three months ~~period~~ ended ~~June 27, 2020,~~April 3, 2021, the company adopted ASU ~~2017-04, "Intangibles - Goodwill~~2020-06, "Accounting for Convertible Instruments and Other (Topic 350)". The amendments simplify the subsequent measurement of goodwill, by removing the second step of the goodwill impairment test. The company's qualitative assessment of goodwill impairment remains consistent; however,Contracts in ~~the case of~~ an ~~impairment, the company will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value.~~

Entity’s Own Equity."

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The company is exposed to market risk related to changes in interest rates. The following table summarizes the maturity of the company’s debt obligations:

Twelve Month Period coinciding with the end of the company's Fiscal Second Quarter
Variable Rate
Debt

2021 $ 23,971
2022 19,144
2023 18,918
2024 18,847
2025 and thereafter 2,316,036
$ 2,396,916

On January 31, 2020, the company entered into an amended and restated five-year, $3.5 billion multi-currency senior secured credit agreement (the "Credit Facility"). The Credit Facility amends the company's pre-existing $3.0 billion credit facility, which had an original maturity of July 2021. The Credit Facility consists of (i) a $750.0 million term loan facility and (ii) a $2.75 billion multi-currency revolving credit facility, with the potential under certain circumstances, to increase the amount of the credit facility to up to a total of $4.0 billion (plus additional amounts, subject to compliance with a senior secured net leverage ratio). The Credit Facility matures on January 31, 2025. The term loan facility will amortize in equal quarterly installments due on the last day of each fiscal quarter, commencing with the first full fiscal quarter after January 31, 2020, in an aggregate annual amount equal to 2.50% of the original aggregate principal amount of the term loan facility, with the balance, plus any accrued interest, due and payable on January 31, 2025.

As of June 27, 2020, the company had $2.4 billion of borrowings outstanding under the revolving credit facility, including $1.6 billion of borrowings in U.S. Dollars, $52.0 million of borrowings denominated in British Pounds, and $750.0 million outstanding under the term loan. The company also had $13.6 million in outstanding letters of credit as of June 27, 2020, which reduces the borrowing availability under the Credit Facility. Remaining borrowing availability under this facility was $1.1 billion at June 27, 2020.

At June 27, 2020, borrowings under the Credit Facility accrued interest at a rate of 1.625% above LIBOR per annum or 0.625% above the highest of the prime rate, the federal funds rate plus 0.50% and one month LIBOR plus 1.00%. The average interest rate per annum, inclusive of hedging instruments, on the debt under the Credit Facility was equal to 2.98% at the end of the period. The interest rates on borrowings under the Credit Facility may be adjusted quarterly based on the company’s Funded Debt less Unrestricted Cash to Pro Forma EBITDA (the “Leverage Ratio”) on a rolling four-quarter basis. Additionally, a commitment fee based upon the Leverage Ratio is charged on the unused portion of the commitments under the Credit Facility. This variable commitment fee was equal to 0.25% per annum as of June 27, 2020.

~~The term loan facility had an average interest rate per annum, inclusive of hedging instruments, of 2.05% as of June 27, 2020.~~

In addition, the company has other international credit facilities to fund working capital needs outside the United States and the United Kingdom. At June 27, 2020, these foreign credit facilities amounted to $5.8 million in U.S. Dollars with a weighted average per annum interest rate of approximately 6.26%.


Twelve Month Period coinciding with the end of the company's Fiscal First Quarter	Variable Rate Debt

2022	$	21,093
2023	19,163
2024	19,042
2025	1,030,340
2026 and thereafter	732,495
	$	1,822,133

The company ~~uses floating-to-fixed interest rate swap agreements~~is exposed to ~~hedge variable~~ interest rate risk associated with the revolving credit line. At June 27, 2020, the company had outstanding floating-to-fixed interest rate swaps totaling $51.0 million notional amount carrying an average interest rate of 1.27% maturing in less than 12 months and $1,062.0 million notional amount carrying an average interest rate of 2.02% that mature in more than 12 months but less than 84 months.

~~The Credit Facility matures~~ on January 31, 2025, and accordingly has been classified as a long-term liability with a portion of the term loan facility classified as a short-term liability on the condensed consolidated balance sheet.

~~The terms of the Credit Facility limit the ability of the company and~~ its subsidiaries to, with certain exceptions: incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make restricted payments; enter into certain transactions with affiliates; and requires, among other things, the company to satisfy certain financial

covenants: (i) a minimum Interest Coverage Ratio (as defined in the Credit Facility) of 3.00 to 1.00 and (ii) a maximum Leverage Ratio of Funded Debt less Unrestricted Cash to Pro Forma EBITDA (each as defined in the Credit Facility) of 4.00 to 1.00, which may be adjusted to 4.50 to 1.00 for a four consecutive fiscal quarter period in connection with certain qualified acquisitions, subject to the terms and conditions contained in the Credit Facility. The Credit Facility is secured by substantially all of the assets of Middleby Marshall, the company and the company's domestic subsidiaries and is unconditionally guaranteed by, subject to certain exceptions, the company and certain of the company's direct and indirect material foreign and domestic subsidiaries. The Credit Facility contains certain customary events of default, including, but not limited to, the failure to make required payments; bankruptcy and other insolvency events; the failure to perform certain covenants; the material breach of a representation or warranty; non-payment of certain other indebtedness; the entry of undischarged judgments against the company or any subsidiary for the payment of material uninsured amounts; the invalidity of the company guarantee or any subsidiary guaranty; and a change of control of the company. At June 27, 2020, the company was in compliance with all covenants pursuant to its borrowing agreements.

The company has run various scenarios to estimate the impact of the COVID-19 pandemic and continues to believe that its future cash generated from operations, together with its capacity under its Credit Facility and its cash on hand, will provide adequate resources to meet its working capital needs and cash requirements for at least the next 12 months. The company expects to be in compliance with the financial covenants in its Credit Facility; however, given the uncertainty of conditions for the remainder of 2020, the company will aggressively monitor and assess whether compliance is at substantial risk and may warrant further actions with banking partners. The company believes any necessary actions would result in the ability to achieve subsequent compliance and avoidance of default under its borrowing agreements.

~~Financing Derivative Instruments~~

floating-rate debt. The company has entered into interest rate swaps to fix the interest rate applicable to certain of its variable-rate debt. The agreements swap one-month LIBOR for fixed rates. The company has designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in accumulated other comprehensive income. As of ~~June 27, 2020,~~April 3, 2021, the fair value of these instruments was a liability of ~~$61.4~~$34.4 million. The change in fair value of these swap agreements in the first ~~six~~three months of ~~2020~~2021 was a ~~loss~~gain of ~~$27.9~~$12.4 million, net of taxes. The potential net loss on fair value for such instruments from a hypothetical 10% adverse change in quoted interest rates would not have a material impact on the company's financial position, results of operations and cash flows.

In August 2020, the company issued $747.5 million aggregate principal amount of Convertible Notes in a private offering pursuant to the Indenture. The company does not have economic interest rate exposure as the Convertible Notes have a fixed annual rate of 1.00%. The fair value of the Convertible Notes is subject to interest rate risk, market risk and other factors due to its conversion feature. The fair value of the Convertible Notes is also affected by the price and volatility of the company’s common stock and will generally increase or decrease as the market price of our common stock changes. The interest and market value changes affect the fair value of the Convertible Notes but do not impact the company’s financial position, cash flows or results of operations due to the fixed nature of the debt obligation. Additionally, the company carries the Convertible Notes at face value, less any unamortized discount on the balance sheet and presents the fair value for disclosure purposes only.

Foreign Exchange Derivative Financial Instruments

The company uses foreign currency forward, foreign exchange swaps and option purchase and sales contracts to hedge its exposure to changes in foreign currency exchange rates. The company’s primary hedging activities are to mitigate its exposure to changes in exchange rates on intercompany and third party trade receivables and payables. The company does not currently enter into derivative financial instruments for speculative purposes. In managing its foreign currency exposures, the company identifies and aggregates naturally occurring offsetting positions and then hedges residual balance sheet exposures. The potential net loss on fair value for such instruments from a hypothetical 10% adverse change in quoted foreign exchange rates would not have a material impact on the company's financial position, results of operations and cash flows. The fair value of the forward and option contracts was a loss of ~~$1.0~~$0.7 million at the end of the ~~second~~first quarter of ~~2020.~~2021.

The company accounts for its derivative financial instruments in accordance with ASC 815, "Derivatives and Hedging". In accordance with ASC 815, these instruments are recognized on the balance sheet as either an asset or a liability measured at fair value. Changes in the market value and the related foreign exchange gains and losses are recorded in the statement of earnings.

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Item 4. Controls and Procedures

The company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of ~~June 27, 2020,~~April 3, 2021, the company carried out an evaluation, under the supervision and with the participation of the company's management, including the company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the company's disclosure controls and procedures. Based on the foregoing, the company's Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of this period.

During the quarter ended ~~June 27, 2020,~~April 3, 2021, there has been no change in the company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

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PART II. OTHER INFORMATION

The company was not required to report the information pursuant to Items 1 through 6 of Part II of Form 10-Q for the ~~six~~three months ended ~~June 27, 2020,~~April 3, 2021, except as follows:

Item 1A. Risk Factors

The risk factors disclosed in the ~~2019~~2020 Annual Report on Form 10-K should be considered together with information included in this Quarterly Report on Form 10-Q for the quarter ended ~~June 27, 2020~~April 3, 2021 and should not be limited to those referenced. The ~~below information details changes that have occurred~~following risks and uncertainties related to the ~~previously disclosed risk factors in the 2019 Annual Report on Form 10-K. Except for such additional information, the company believes there have been no material changes from~~Merger supplement the risk factors previously disclosed in ~~the 2019~~our Annual Report on Form ~~10-K.~~10-K for the year ended January 2, 2021.

Risks Relating to the Merger with Welbilt, Inc.

The ~~COVID-19 pandemic has, and likely will continue~~Merger is subject to ~~adversely impact and pose risks~~customary closing conditions to the ~~company,~~obligations of both Middleby and Welbilt to complete the ~~nature~~Merger, and ~~extent of which~~if these conditions are ~~highly uncertain and unpredictable.~~not satisfied or waived, the Merger may not be completed on a timely basis or at all.

The ~~company is monitoring the global outbreak~~completion of the ~~COVID-19 pandemic~~Merger is subject to several of customary conditions to closing and ~~taking steps~~there can be no assurance that such conditions to ~~mitigate~~closing that remain outstanding will be satisfied or waived (to the ~~risks posed~~extent permitted by ~~its spread, including working~~law). The failure to timely satisfy the required conditions could delay the completion of the Merger for a significant period of time or prevent the completion of the Merger from occurring at all. These conditions to closing include, among others, (i) approval of the issuance of Middleby Common Stock in connection with ~~its customers, employees, suppliers~~the Merger by the Middleby stockholders, (ii) approval for listing of the Middleby Common Stock to be issued in connection with the Merger on NASDAQ, (iii) the effectiveness of a registration statement on Form S-4 with respect to the Middleby Common Stock to be issued in connection with the Merger, (iv) approval and adoption of the Merger Agreement by Welbilt’s stockholders, (v) expiration or termination of any waiting period under the HSR Act, and receipt of applicable approvals under certain foreign competition, antitrust or merger control laws, (vi) there being no law or order prohibiting consummation of the Merger, (vii) subject to specified materiality standards, the accuracy of the representations and warranties of the parties, (viii) compliance by the parties in all material respects with their respective covenants, (ix) the absence of a material adverse effect with respect to each of Middleby and Welbilt, and (x) the delivery of an officer’s closing certificate by both parties.

Many of the conditions to completion of the Merger are not within Middleby’s control, and Middleby cannot predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to April 20, 2022 (subject to extension if certain approvals have not been obtained by such date), it is possible that the Merger Agreement may be terminated. Although Welbilt and Middleby have agreed in the Merger Agreement to use reasonable best efforts to, subject to certain limitations, complete the Merger as promptly as practicable, these and other ~~stakeholders. The pandemic is adversely affecting,~~conditions to the completion of the Merger may fail to be satisfied. In addition, satisfying the conditions to and ~~is expected to continue to~~completion of the Merger may take longer, and could cost more, than Middleby expects. Middleby cannot predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the Merger for a significant period of time or prevent them from occurring. Any delay in completing the Merger may adversely affect the ~~company's financial results, condition~~cost savings and ~~outlook. Certain elements~~other benefits that Welbilt and Middleby expect to achieve if the Merger and the integration of the ~~company's business (including its supply chain, distribution systems, production levels~~companies’ respective businesses are not completed within the expected timeframe. There can be no assurance that all required regulatory approvals will be obtained or obtained prior to the termination date. The governmental agencies from which the parties have sought or are seeking certain approvals in connection with the Merger have broad discretion in administering applicable governing regulations, and ~~research and development activities) and operations have been negatively impacted due to significant portions~~may impose requirements, limitations or costs, require divestitures or place restrictions on the conduct of the ~~company's workforce being unable~~combined company’s business after the closing. Such requirements, limitations, costs, divestitures or restrictions could delay or prevent the consummation of the Merger or have a material adverse effect on the combined company’s business and results of operations.

Failure to work effectively due to quarantines, government orders and guidance, facility closures, illness, travel restrictions, implementation of precautionary measures and other restrictions. The company also has experienced, and expects to continue to experience, unpredictable volatility in demand given disruptions in global health, economic and market conditions, consumer behavior and global restaurant operations. Ifconsummate the pandemic continues and conditions worsen, the company expects to experience additional adverse impacts on operational and commercial activities, costs, customer orders and purchases and collections of accounts receivable, which may be material, and the extent of these exposures remains uncertain even if conditions begin to improve. The pandemic has also increased the risk related to the company's ability to ensure business continuity during a potential disruption, including increased cybersecurity attacks related to the work-from-home environment. Furthermore, the pandemic has impacted and may further impact the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates and interest rates, all of whichMerger could ~~continue to~~ negatively impact the ~~company. Due to~~share price and future business and financial results.

If the ~~speed with which~~Merger is not consummated, the ~~situation is developing, the global breadth~~ongoing businesses of Middleby may be adversely affected and, without realizing any of the ~~pandemic's spread~~potential benefits of having consummated the Merger, Middleby will be subject to several risks, including the following:

• Middleby may experience negative reactions from the financial markets, including negative impacts on its stock prices;

• Middleby may experience negative reactions from its customers, distributors, suppliers, vendors, business partners and the range of governmental and community reactions, there is uncertainty around the pandemic's duration, ultimate impact and the timing of recovery. Therefore, the pandemic could lead to an extended disruption of economic activity and the impact on the company's consolidated results of operations, financial position and cash flows could be material. In addition, the continuation or a resurgence of the pandemic could exacerbate the other risk factors identified in the "Risk Factors" section of the 2019 Annual Report on Form 10K.employees;

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• Middleby will be required to pay certain costs and expenses relating to the Merger whether or not the Merger is consummated, such as legal, accounting, financial advisor and printing fees;

• Matters relating to the Merger (including integration planning) may require substantial management time and resources, which could otherwise have been devoted to other beneficial opportunities;

• Middleby could become subject to litigation related to any failure to consummate the Merger or related to any enforcement proceeding commenced against Middleby to perform its obligations under the Merger Agreement; and

• If the Merger Agreement is terminated in certain circumstances, Middleby may be required to pay Welbilt a termination fee equal to $160 million (“Middleby Termination Fee”) or, under other specified circumstances, a termination fee equal to $140 million.

If the Merger is not consummated, these risks may materialize and may materially and adversely affect Middleby’s business, operations, financial results and share price.

The Merger Agreement subjects Middleby to restrictions on its business activities prior to the Effective Time.

The Merger Agreement subjects Middleby to restrictions on its business activities prior to the Effective Time. The Merger Agreement obligates Middleby to generally conduct its businesses in the ordinary course until the Effective Time and to use its reasonable best efforts to (i) preserve its assets and business organization, (ii) maintain its existing relationships and goodwill with material customers, suppliers, distributors, governmental authorities and business partners, and (iii) to keep available the services of its officers and key employees. These restrictions could prevent Middleby from pursuing certain business opportunities that arise prior to the Effective Time.

The Merger Agreement contains provisions that limit Middleby’s ability to pursue alternatives to the Merger, may discourage certain other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require Middleby to pay Welbilt a termination fee.

Under the Merger Agreement, Middleby is subject to certain restrictions on its ability to solicit alternative business combination proposals from third parties, engage in discussion or negotiations with respect to such proposals or provide information in connection with such proposals, subject to certain customary exceptions. Middleby may terminate the Merger Agreement and enter into an agreement providing for a superior proposal only if specified conditions have been satisfied, and such a termination would result in Middleby being required to pay Welbilt the Middleby Termination Fee. If the Merger Agreement is terminated and Middleby determines to seek another business combination, Middleby may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger. While Middleby believes these provisions and agreements are reasonable and customary and are not preclusive of other offers, these provisions could discourage a third party that may have an interest in acquiring all or a significant part of Middleby from considering or proposing such acquisition, even if such third party were prepared to pay consideration with a higher value than the merger consideration. These provisions might also result in a potential third party acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

In specified circumstances, Welbilt could terminate the Merger Agreement to accept an alternative proposal.

Welbilt may in certain circumstances terminate the Merger Agreement to enter into an agreement providing for a superior proposal prior to obtaining approval and adoption of the Merger Agreement by the Welbilt stockholders. In such event, Welbilt would be obligated to pay Middleby a termination fee equal to $110 million, but Welbilt would have no further material obligations or liabilities to Middleby relating to or arising out of the Merger Agreement or the Merger. Such termination would deny Middleby and its stockholders any benefits from the Merger and could materially and negatively impact Middleby’s share price.

Because the number of Middleby shares that Welbilt stockholders will be entitled to receive as a result of the Merger will be based on a fixed exchange ratio, and the value of the Middleby shares has fluctuated and will continue to fluctuate, the value of the merger consideration is uncertain.

Upon completion of the Merger, Welbilt stockholders will be entitled to receive 0.1240 shares of Middleby Common Stock in exchange for each outstanding and issued share of Welbilt Common Stock. Because this exchange ratio is fixed and will only be adjusted in certain limited circumstances (including reclassifications, stock splits or combinations, exchanges or readjustments of shares, or stock dividends, recapitalization or similar transactions involving Welbilt or Middleby), any changes in the market value of shares of Middleby Common Stock or Welbilt Common Stock may affect the value that Welbilt stockholders will be entitled to receive upon completion of the Merger. Share price changes may result from a variety of factors, including changes in the business, operations or prospects of Middleby or Welbilt, market assessments of the likelihood that the Merger will be completed, the timing of the Merger, regulatory considerations, general market and economic conditions and other factors.

While the Merger is pending, Middleby will be subject to business uncertainties which could adversely affect its business, results of operations, financial condition and cash flows.

Uncertainty about the effect of the Merger on Middleby’s employees, customers, distributors, suppliers, vendors and other business partners may have an adverse effect on Middleby. These uncertainties may impair the company’s ability to attract, retain and motivate key personnel until the Merger is consummated and for a period thereafter. If, despite its retention efforts, key employees of Middleby depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company, the combined company’s (or, if the Merger is not consummated, Middleby’s) business could be harmed and its ability to realize the anticipated benefits of the Merger could be adversely affected.

Parties with which Middleby does business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with Middleby. Middleby’s business relationships may be subject to disruption as customers and suppliers may attempt to negotiate changes in existing business relationships or consider entering into business relationships with other parties. These disruptions could have an adverse effect on the business, financial condition, results of operations or prospects of Middleby, including an adverse effect on the anticipated benefits of the Merger. The risk and adverse effect of such disruptions could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

If completed, the Merger may not achieve its intended results.

Welbilt and Middleby entered into the Merger Agreement with the expectation that the Merger will result in various benefits. Achieving the anticipated benefits of the Merger is subject to several uncertainties, including whether the businesses of Middleby and Welbilt can be integrated in an efficient and effective manner. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount of expected revenues and could adversely affect the combined company’s future business, financial condition, operating results and cash flows.

Welbilt and Middleby may be unable to successfully integrate their respective operations. Failure to successfully integrate the businesses of Welbilt and Middleby in the expected timeframe may adversely affect the future results of the combined company, and, consequently, the value of the Middleby shares that Welbilt stockholders will receive as the merger consideration.

It is possible that the integration process could take longer than anticipated, could give rise to unanticipated costs and could result in the loss of valuable employees, the disruption of each of Welbilt’s and Middleby’s ongoing businesses, processes and systems or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect the combined company’s ability to achieve the anticipated benefits of the Merger. The combined company’s results of operations could also be adversely affected by any issues attributable to either company’s operations that arise or are based on events or actions that occur prior to the completion of the Merger. Welbilt and Middleby may have difficulty addressing possible differences in corporate cultures and management philosophies. The integration process is subject to several uncertainties, and no assurance can be given that the anticipated benefits will be realized or, if realized, the timing of their realization.

Middleby and Welbilt may be targets of legal proceedings that could result in substantial costs and may delay or prevent the Merger from being completed.

Although, currently, Middleby is not aware of any legal proceedings having been brought against Welbilt or Middleby in connection with the Merger, securities class action lawsuits, derivative lawsuits and other legal proceedings are often brought against public companies that have entered into merger agreements. Even if such legal proceedings are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Welbilt’s and Middleby’s respective liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, such injunction may delay or prevent the Merger from being completed, or from being completed within the expected timeframe, which may adversely affect Middleby’s business, financial position and results of operation.

The market price of the Middleby Common Stock after the Merger may be affected by factors different from those currently affecting the market price of Welbilt Common Stock.

Upon completion of the Merger, Welbilt stockholders will no longer be stockholders of Welbilt but will instead become holders of Middleby Common Stock. The businesses of Middleby differ from those of Welbilt in important respects, and, accordingly, the results of operations of Middleby after the Merger, as well as the market price of the Middleby Common Stock, may be affected by factors different from those currently affecting the results of operations of Welbilt. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Middleby Common Stock, regardless of Middleby’s actual operating performance.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

c) Issuer Purchases of Equity Securities


	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program	Maximum Number of Shares that May Yet be Purchased Under the Plan or Program (1)
~~March 29~~January 3, 2021 to ~~April 25, 2020~~January 30, 2021	—	$	—	—	1,476,835
~~April 26~~January 31, 2021 to ~~May 23, 2020~~February 27, 2021	—	—		—	1,476,835
~~May 24~~February 28, 2021 to ~~June 27, 2020~~April 3, 2021	—	—		—	1,476,835
Quarter ended ~~June 27, 2020~~April 3, 2021	—	$	—	—	1,476,835

(1) On November 7, 2017, the company's Board of Directors resolved to terminate the company's existing share repurchase program, effective as of such date, which was originally adopted in 1998, and approved a new stock repurchase program. This program authorizes the company to repurchase in the aggregate up to 2,500,000 shares of its outstanding common stock. As of ~~June 27, 2020,~~April 3, 2021, the total number of shares authorized for repurchase under the program is 2,500,000. As of ~~June 27, 2020,~~April 3, 2021, 1,023,165 shares had been purchased under the 2017 stock repurchase program.

In the consolidated financial statements, the company also treats shares withheld for tax purposes on behalf of employees in connection with the vesting of restricted share grants as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. These withheld shares are not considered common stock repurchases under the authorized common stock repurchase plan and accordingly are not included in the common stock repurchase totals in the preceding table.

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Item 6. Exhibits


~~Exhibits~~Exhibits:

Exhibit 2.1 – ~~The following exhibits are filed herewith:~~			Agreement and Plan of Merger, dated as of April 20, 2021, by and among The Middleby Corporation, Welbilt, Inc., Middleby Marshall Inc. and Mosaic Merger Sub, Inc., incorporated by reference to the company's Form 8-K Exhibit 2 .1 filed on April 21, 2021.

Exhibit 10.1 –			Voting and Support Agreement, dated as of April 20, 2021, by and among The Middleby Corporation and the Welbilt Significant Stockholders named therein, incorporated by reference to the company's Form 8-K Exhibit 10.1 filed on April 21, 2021.

Exhibit 10.2 –			Form of Restricted Stock Unit Award Agreement for Non-Employee Directors for The Middleby Corporation 2011 Long-Term Incentive Plan.

Exhibit 31.1 –			Rule 13a-14(a)/15d -14(a) Certification of the Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2 –			Rule 13a-14(a)/15d -14(a) Certification of the Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 –			Certification by the Principal Executive Officer of The Middleby Corporation Pursuant to Rule 13A-14(b) under the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002(18 U.S.C. 1350).

Exhibit 32.2 –			Certification by the Principal Financial Officer of The Middleby Corporation Pursuant to Rule 13A-14(b) under the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002(18 U.S.C. 1350).

Exhibit 101 –			Financial statements on Form 10-Q for the quarter ended ~~June 27, 2020,~~April 3, 2021, filed on ~~August 6, 2020,~~May 13, 2021, formatted in Inline Extensive Business Reporting Language (iXBRL); (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of earnings, (iii) condensed statements of cash flows, (iv) notes to the condensed consolidated financial statements.

Exhibit 104 –			Cover Page Interactive Data File (formatted as Inline Extensive Business Reporting Language (iXBRL) and contained in Exhibit 101).

4037

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE MIDDLEBY CORPORATION

(Registrant)

Date:

~~August 6, 2020~~May 13, 2021

By:

/s/ Bryan E. Mittelman

Bryan E. Mittelman

Chief Financial Officer

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	(as initially reported) April 1, 2019		Measurement Period Adjustments		(as adjusted) April 1, 2019
Cash	$	843	$	—	$	843
Current assets	33,666		(1,625)		32,041
Property, plant and equipment	15,959		(58)		15,901
Goodwill	31,207		6,330		37,537
Other intangibles	53,450		(5,850)		47,600
Other assets	—		1,470		1,470

Current liabilities	(15,130)		(1,583)		(16,713)

Long-term deferred tax liability	(13,082)		2,553		(10,529)
Other non-current liabilities	—		(1,163)		(1,163)

Net assets acquired and liabilities assumed	$	106,913	$	74	$	106,987