THE MIDDLEBY CORPORATION 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'sSEC filings, including the company's 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 theSEC , 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.
Termination of Welbilt Merger
As previously disclosed, onApril 20, 2021 , Middleby, entered into a Merger Agreement with Welbilt, Acquiror and Merger Sub, which provided that, upon the terms and subject to the conditions set forth therein, Merger Sub would merge with and into Welbilt, with Welbilt surviving as an indirect, wholly-owned subsidiary of Middleby. As previously disclosed, onJuly 13, 2021 , Middleby announced that, under the terms of the Merger Agreement, it would not exercise its right to propose any modifications to the terms of the Merger Agreement and would allow the five-day match period to expire. Accordingly, onJuly 14, 2021 , Welbilt delivered to Middleby a written notice terminating the Merger Agreement in accordance with Section 7.1(c)(iii) of the Merger Agreement and, concurrently with Middleby's receipt of the termination fee of$110 million in cash from Welbilt, the Merger Agreement was terminated onJuly 14, 2021 .
The termination fee received is reflected in the Condensed Consolidated
Statements of Comprehensive Income as the "merger termination fee" and
Net Sales Summary
(dollars in thousands)
Three Months Ended Nine Months Ended
Oct 2, 2021 Sep 26, 2020 Oct 2, 2021 Sep 26, 2020
Sales Percent Sales Percent Sales Percent Sales Percent
Business Segments:
Commercial Foodservice $ 511,480 62.6 % $ 371,223 58.5 % $ 1,501,413 63.0 % $ 1,081,847 60.6 %
Food Processing 112,670 13.8 110,648 17.4 355,172 14.9 316,477 17.7
Residential Kitchen 193,395 23.6 152,654 24.1 527,791 22.1 385,637 21.7
Total $ 817,545 100.0 % $ 634,525 100.0 % $ 2,384,376 100.0 % $ 1,783,961 100.0 %
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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 Nine Months Ended
Oct 2, 2021 Sep 26, 2020 Oct 2, 2021 Sep 26, 2020
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 63.4 64.9 63.1 64.9
Gross profit 36.6 35.1 36.9 35.1
Selling, general and administrative expenses 21.4 20.3 20.8 21.6
Restructuring 0.1 1.1 0.1 0.6
Merger termination fee (13.5) - (4.6) -
Income from operations 28.6 13.7 20.6 12.9Interest expense and deferred financing amortization, net
1.6 2.9 1.8 3.1
Net periodic pension benefit (other than service costs) (1.4)
(1.6) (1.4) (1.7)
Other expense (income), net 0.1 - (0.1) 0.2
Earnings before income taxes 28.3 12.4 20.3 11.3
Provision for income taxes 6.7 2.9 4.1 2.6
Net earnings 21.6 % 9.5 % 16.2 % 8.7 %
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Three Months Ended
NET SALES . Net sales for the three months period endedOctober 2, 2021 increased by$183.0 million or 28.8% to$817.5 million as compared to$634.5 million in the three months period endedSeptember 26, 2020 . Net sales increased by$39.4 million , or 6.2%, from the fiscal 2020 acquisitions of Wild Goose and United Foodservice Equipment Zhuhai and the fiscal 2021 acquisitions ofNovy and Imperial. Excluding acquisitions and a disposition, net sales increased$148.9 million , or 23.7%, from the prior year period. The impact of foreign exchange rates on foreign sales translated intoU.S. Dollars for the three months period endedOctober 2, 2021 increased net sales by approximately$7.9 million or 1.3%. Excluding the impact of foreign exchange, acquisitions and a disposition, sales increased 22.4% for the three months period endedOctober 2, 2021 as compared to the prior year period, including a net sales increase of 31.9% at theCommercial Foodservice Equipment Group , a net sales increase of 1.4% at theFood Processing Equipment Group and a net sales increase of 14.2% at theResidential Kitchen Equipment Group . •Net sales of theCommercial Foodservice Equipment Group increased by$140.3 million , or 37.8%, to$511.5 million in the three months period endedOctober 2, 2021 , as compared to$371.2 million in the prior year period. Net sales from the acquisitions of Wild Goose, United Foodservice Equipment Zhuhai, and Imperial, which were acquired onDecember 7, 2020 , andDecember 18, 2020 , andSeptember 24, 2021 , respectively, accounted for an increase of$18.2 million during the three months period endedOctober 2, 2021 . Excluding the impact of acquisitions, net sales of theCommercial Foodservice Equipment Group increased$122.1 million , or 32.9%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales increased$118.5 million or 31.9% at theCommercial Foodservice Equipment Group . Domestically, the company realized a sales increase of$100.8 million , or 37.9%, to$366.6 million , as compared to$265.8 million in the prior year period. This includes an increase of$14.8 million from recent acquisitions. Excluding the acquisitions, the net increase in domestic sales was$86.0 million , or 32.4%. International sales increased$39.5 million , or 37.5%, to$144.9 million , as compared to$105.4 million in the prior year period. This includes an increase of$3.4 million from the recent acquisitions and an increase of$3.6 million related to the favorable impact of exchange rates. Excluding acquisitions and foreign exchange, the net sales increase in international sales was$32.5 million , or 30.8%. The increase in domestic and international sales is related to improvements in market conditions and consumer demand, as the prior year period was significantly impacted by the COVID-19 pandemic. •Net sales of theFood Processing Equipment Group increased by$2.0 million , or 1.8%, to$112.6 million in the three months period endedOctober 2, 2021 , as compared to$110.6 million in the prior year period. Excluding the impact of foreign exchange, net sales increased$1.5 million , or 1.4% at theFood Processing Equipment Group . Domestically, the company realized a sales increase of$2.3 million , or 2.8%, to$84.4 million , as compared to$82.1 million in the prior year period. The increase in domestic sales reflects growth primarily driven by protein products. International sales decreased$0.3 million , or 1.1%, to$28.2 million , as compared to$28.5 million in the prior year period. This includes an increase of$0.5 million related to the favorable impact of exchange rates. Excluding foreign exchange, the net sales decrease in international sales was$0.8 million , or 2.8%. •Net sales of theResidential Kitchen Equipment Group increased by$40.7 million , or 26.7%, to$193.4 million in the three months period endedOctober 2, 2021 , as compared to$152.7 million in the prior year period. Excluding the impact of the acquisition ofNovy , acquired onJuly 12, 2021 , and the disposition, net sales increased$24.8 million , or 16.8%, as compared to the prior year period. Excluding the impact of foreign exchange, the acquisition, and the disposition, net sales increased$21.0 million , or 14.2% at theResidential Kitchen Equipment Group . Domestically, the company realized a sales increase of$15.9 million , or 16.3%, to$113.2 million , as compared to$97.3 million in the prior year period. International sales increased$24.8 million , or 44.8%, to$80.2 million , as compared to$55.4 million in the prior year period. This includes an increase of$3.8 million related to the favorable impact of exchange rates. Excluding foreign exchange, the acquisition, and the disposition, the net sales increase in international sales was$5.1 million , or 10.2%. The increase in domestic and international sales reflects the strong demand for our premium appliance brands and strength in the European market. 33 -------------------------------------------------------------------------------- GROSS PROFIT. Gross profit increased to$299.6 million in the three months period endedOctober 2, 2021 from$222.7 million in the prior year period, primarily reflecting higher sales volumes related to improvements in market conditions and consumer demand and favorable impact of foreign exchanges rates of$2.7 million . The gross margin rate was 35.1% in the three months period endedSeptember 26, 2020 as compared to 36.6% in the current year period. Gross profit margins have been negatively impacted by rising costs of many raw materials and inputs, as well as higher labor rates and logistics costs. •Gross profit at theCommercial Foodservice Equipment Group increased by$59.8 million , or 46.9%, to$187.3 million in the three months period endedOctober 2, 2021 , as compared to$127.5 million in the prior year period. Gross profit from the acquisitions of Wild Goose, United Foodservice Equipment Zhuhai, and Imperial increased gross profit by$7.1 million . Excluding acquisitions, gross profit increased by$52.7 million related to higher sales volumes. The impact of foreign exchange rates increased gross profit by approximately$1.2 million . The gross margin rate increased to 36.6%, as compared to 34.3% in the prior year period. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 36.6%. •Gross profit at theFood Processing Equipment Group increased by$1.5 million , or 3.7%, to$41.9 million in the three months period endedOctober 2, 2021 , as compared to$40.4 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately$0.3 million . The gross profit margin rate increased to 37.2%, as compared to 36.5% in the prior year period primarily related to higher sales volumes and product mix. The gross margin rate, excluding the impact of foreign exchange, was 37.1%. •Gross profit at theResidential Kitchen Equipment Group increased by$15.2 million , or 27.4%, to$70.7 million in the three months period endedOctober 2, 2021 , as compared to$55.5 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately$1.2 million . The gross margin rate increased to 36.6%, as compared to 36.3% in the prior year period related to higher sales volumes. The gross margin rate, excluding the acquisition and the impact of foreign exchange, was 37.5%. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general and administrative expenses increased from$128.8 million in the three months period endedSeptember 26, 2020 to$175.4 million in the three months period endedOctober 2, 2021 . As a percentage of net sales, selling, general, and administrative expenses were 20.3% in the three months period endedSeptember 26, 2020 , as compared to 21.4% in the three months period endedOctober 2, 2021 . Selling, general and administrative expenses reflect increased costs of$9.4 million associated with acquisitions, including$2.2 million of intangible amortization expense. Selling, general and administrative expenses increased$16.9 million related to compensation costs and$11.9 million related to professional fees, including deal expenses. Higher sales volumes also resulted in increased commission expense. Foreign exchange rates had an unfavorable impact of$1.3 million . RESTRUCTURING EXPENSES. Restructuring expenses were$7.3 million for the three months period endedSeptember 26, 2020 and$0.8 million for the three months period endedOctober 2, 2021 . Restructuring expenses in both periods related primarily to headcount reductions and facility consolidations within theCommercial Foodservice Equipment Group . NON-OPERATING EXPENSES. Interest and deferred financing amortization costs were$13.2 million in the three months period endedOctober 2, 2021 , as compared to$18.4 million in the prior year period, reflecting the reduction in borrowing levels, the reduction in average interest rates under the Credit Facility and the benefit from the Convertible Notes. Net periodic pension benefit (other than service costs) increased$1.3 million to$11.4 million in the three months period endedOctober 2, 2021 from$10.1 million in the prior year period, related to the decrease in discount rate used to calculate the interest cost. Other expense was$0.8 million in the three months period endedOctober 2, 2021 , as compared to other income of$0.3 million in the prior year period and consists mainly of foreign exchange gains and losses. INCOME TAXES. A tax provision of$54.9 million , at an effective rate of 23.8%, was recorded during the three months period endedOctober 2, 2021 , as compared to$18.2 million at an effective rate of 23.1%, in the prior year period. 34 --------------------------------------------------------------------------------
Nine Months Ended
NET SALES . Net sales for the nine months period endedOctober 2, 2021 increased by$600.4 million or 33.7% to$2,384.4 million as compared to$1,784.0 million in the nine months period endedSeptember 26, 2020 . Net sales increased by$73.5 million , or 4.1%, from the fiscal 2020 acquisitions of Deutsche, Wild Goose and United Foodservice Equipment Zhuhai, and fiscal 2021 acquisitions ofNovy and Imperial. Excluding acquisitions and a disposition, net sales increased$540.9 million , or 30.6%, from the prior year period. The impact of foreign exchange rates on foreign sales translated intoU.S. Dollars for the nine months period endedOctober 2, 2021 increased net sales by approximately$39.2 million or 2.2%. Excluding the impact of foreign exchange, acquisitions and a disposition, sales increased 28.3% for nine months period endedOctober 2, 2021 as compared to the prior year period, including a net sales increase of 32.2% at theCommercial Foodservice Equipment Group , a net sales increase of 10.7% at theFood Processing Equipment Group and a net sales increase of 32.2% at theResidential Kitchen Equipment Group . •Net sales of theCommercial Foodservice Equipment Group increased by$419.5 million , or 38.8%, to$1,501.4 million in the nine months period endedOctober 2, 2021 , as compared to$1,081.9 million in the prior year period. Net sales from the acquisitions of Deutsche, Wild Goose, United Foodservice Equipment Zhuhai, and Imperial, which were acquired onMarch 2, 2020 ,December 7, 2020 ,December 18, 2020 , andSeptember 24, 2021 , respectively, accounted for an increase of$52.3 million during the nine months period endedOctober 2, 2021 . Excluding the impact of acquisitions, net sales of theCommercial Foodservice Equipment Group increased$367.2 million , or 33.9%, as compared to the prior year period. Excluding the impact of foreign exchange and acquisitions, net sales increased$348.0 million or 32.2% at theCommercial Foodservice Equipment Group . Domestically, the company realized a sales increase of$296.3 million , or 38.6%, to$1,064.5 million , as compared to$768.2 million in the prior year period. This includes an increase of$40.3 million from recent acquisitions. Excluding acquisitions, the net increase in domestic sales was$256.0 million , or 33.3%. The increase in domestic sales is related to improvements in market conditions and consumer demand. International sales increased$123.2 million , or 39.3%, to$436.9 million , as compared to$313.7 million in the prior year period. This includes an increase of$12.0 million from the recent acquisitions and an increase of$19.2 million related to the favorable impact of exchange rates. Excluding acquisitions and foreign exchange, the net sales increase in international sales was$92.0 million , or 29.3%. The increase in international revenues is related to improvements in market conditions, primarily in the European and Asian markets. •Net sales of theFood Processing Equipment Group increased by$38.7 million , or 12.2%, to$355.2 million in the nine months period endedOctober 2, 2021 , as compared to$316.5 million in the prior year period. Excluding the impact of foreign exchange, net sales increased$34.0 million or 10.7% at theFood Processing Equipment Group . Domestically, the company realized a sales increase of$31.8 million , or 14.0%, to$259.6 million , as compared to$227.8 million in the prior year period. The increase in domestic sales reflects growth primarily driven by both protein and bakery products. International sales increased$6.9 million , or 7.8%, to$95.6 million , as compared to$88.7 million in the prior year period. This includes an increase of$4.7 million related to the favorable impact of exchange rates. Excluding the foreign exchange, the net sales increase in international sales was$2.2 million , or 2.5%. The increase in international revenues is primarily driven by protein projects. •Net sales of theResidential Kitchen Equipment Group increased by$142.2 million or 36.9%, to$527.8 million in the nine months period endedOctober 2, 2021 , as compared to$385.6 million in the prior year period. Excluding the impact of the acquisition ofNovy , acquired onJuly 12, 2021 , and the disposition, net sales increased$135.0 million , or 36.3%, as compared to the prior year period. Excluding the impact of foreign exchange, the acquisition, and the disposition, net sales increased$119.7 million , or 32.2%, at theResidential Kitchen Equipment Group . Domestically, the company realized a sales increase of$71.0 million , or 26.9%, to$335.1 million , as compared to$264.1 million in the prior year period. International sales increased$71.2 million , or 58.6%, to$192.7 million , as compared to$121.5 million in the prior year period. This includes an increase of$15.3 million related to the favorable impact of exchange rates. Excluding foreign exchange, an acquisition, and a disposition, the net sales increase in international sales was$48.7 million , or 45.3%. The increase in domestic and international sales reflects the strong demand for our premium appliance brands and strength in the European market. 35 -------------------------------------------------------------------------------- GROSS PROFIT. Gross profit increased to$879.2 million in the nine months period endedOctober 2, 2021 from$626.1 million in the prior year period, primarily reflecting higher sales volumes related to improvements in market conditions and consumer demand and the favorable impact of foreign exchanges rates of$14.2 million . The gross margin rate was 35.1% in the nine months period endedSeptember 26, 2020 as compared to 36.9% in the current year period. Gross profit margins have been negatively impacted by rising costs of many raw materials and inputs, as well as higher labor rates and logistics costs. •Gross profit at theCommercial Foodservice Equipment Group increased by$176.9 million , or 46.8%, to$554.5 million in the nine months period endedOctober 2, 2021 , as compared to$377.6 million in the prior year period. Gross profit from the acquisitions of Deutsche, Wild Goose, United Foodservice Equipment Zhuhai, and Imperial increased gross profit by$18.8 million . Excluding acquisitions, gross profit increased by$158.1 million related to higher sales volumes. The impact of foreign exchange rates increased gross profit by approximately$6.9 million . The gross margin rate increased to 36.9%, as compared to 34.9% in the prior year period. The gross margin rate, excluding acquisitions and the impact of foreign exchange, was 37.0%. •Gross profit at theFood Processing Equipment Group increased by$15.7 million , or 13.9%, to$128.3 million in the nine months period endedOctober 2, 2021 , as compared to$112.6 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately$2.3 million . The gross profit margin rate increased to 36.1%, as compared to 35.6% in the prior year period primarily related to higher sales volumes and product mix. The gross margin rate, excluding the impact of foreign exchange, was 35.9%. •Gross profit at theResidential Kitchen Equipment Group increased by$58.8 million , or 42.8%, to$196.3 million in the nine months period endedOctober 2, 2021 , as compared to$137.5 million in the prior year period. The impact of foreign exchange rates increased gross profit by approximately$5.0 million . The gross margin rate increased to 37.2%, as compared to 35.7% in the prior year period, related to higher sales volumes. The gross margin rate, excluding the acquisition and the impact of foreign exchange, was 37.6%. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general and administrative expenses increased from$384.6 million in the nine months period endedSeptember 26, 2020 to$496.0 million in the nine months period endedOctober 2, 2021 . As a percentage of net sales, selling, general, and administrative expenses were 21.6% in the nine months period endedSeptember 26, 2020 , as compared to 20.8% in the nine months period endedOctober 2, 2021 . Selling, general and administrative expenses reflect increased costs of$19.2 million associated with acquisitions, including$6.5 million of intangible amortization expense. Selling, general and administrative expenses increased$56.0 million related to compensation costs and$28.0 million related to professional fees, including deal expenses. Higher sales volumes also resulted in increased commission expense, which was offset by decreases in bad debt provisions. Foreign exchange rates had an unfavorable impact of$6.9 million . RESTRUCTURING EXPENSES. Restructuring expenses decreased$7.7 million from$10.3 million in the nine months period endedSeptember 26, 2020 to$2.6 million in the nine months period endedOctober 2, 2021 . Restructuring expenses in both periods related primarily to headcount reductions and facility consolidations within theCommercial Foodservice Equipment Group . NON-OPERATING EXPENSES. Interest and deferred financing amortization costs were$43.5 million in the nine months period endedOctober 2, 2021 , as compared to$55.9 million in the prior year period, reflecting the reduction in borrowing levels, the reduction in the average interest rates under the Credit Facility and the benefit from the Convertible Notes. Net periodic pension benefit (other than service costs) increased$4.3 million to$34.3 million in the nine months period endedOctober 2, 2021 from$30.0 million in the prior year period, related to the decrease in discount rate used to calculate the interest cost. Other income was$1.4 million in the nine months period endedOctober 2, 2021 , as compared to other expense of$3.4 million in the prior year period and consists mainly of foreign exchange gains and losses. INCOME TAXES. A tax provision of$97.7 million , at an effective rate of 20.2%, was recorded during the nine months period endedOctober 2, 2021 , as compared to$46.5 million at an effective rate of 23.0%, in the prior year period. The lower rate in the current year is primarily due to several discrete tax benefits, including a deferred tax benefit for the enactedUK tax rate change from 19% to 25% and tax benefits from amendedU.S. tax returns, partially offset by a tax charge for state deferred tax rate changes. When excluding the discrete tax adjustments, the 2021 rate was approximately 24.0%. 36 -------------------------------------------------------------------------------- Financial Condition and Liquidity During the nine months endedOctober 2, 2021 , cash and cash equivalents decreased by$16.6 million to$251.5 million from$268.1 million atJanuary 2, 2021 . Total debt increased to$1.9 billion atOctober 2, 2021 from$1.7 billion atJanuary 2, 2021 primarily due to the 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$346.0 million for the nine months endedOctober 2, 2021 , compared to$316.2 million for the nine months endedSeptember 26, 2020 . During the nine months period endedOctober 2, 2021 , the company received approximately$67.7 million in a termination fee, net of deal costs and taxes, approximately. During the nine months period endedOctober 2, 2021 , working capital changes meaningfully impacted operating cash flows. These included an increase in accounts receivable of$97.4 million due to improved market conditions and increased sales volumes. Also, inventory increased$134.5 million and accounts payable increased$61.3 million to support increased demand and to manage supply chain risks. INVESTING ACTIVITIES. During the nine months endedOctober 2, 2021 , net cash used for investing activities amounted to$412.7 million . Cash used to fund acquisitions and investments amounted to$389.0 million primarily for the 2021 acquisitions ofNovy and Imperial during the nine months endedOctober 2, 2021 . Additionally,$29.7 million was expended, primarily for additions and upgrades of production equipment, manufacturing facilities and residential and commercial showrooms. Proceeds on the sale of property following facility consolidation actions generated$6.1 million FINANCING ACTIVITIES. Net cash flows provided by financing activities were$54.4 million during the nine months endedOctober 2, 2021 . The company's borrowing activities during the nine months endedOctober 2, 2021 included$64.4 million of net proceeds under its Credit Facility. The company used$2.5 million to repurchase 14,652 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 vesting during the quarter. Additionally, the company settled deferred purchase price obligations of$5.9 million during the nine months endedOctober 2, 2021 . AtOctober 2, 2021 , the company believes that its current capital resources, including cash and cash equivalents, cash expected to be generated from operations, 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. 37 --------------------------------------------------------------------------------
Recently Issued Accounting Standards
See Part I, Item 1, Notes to Condensed Consolidated Financial Statements, Note 4 - Recent Issued Accounting 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 inthe 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 endedJanuary 2, 2021 (the "2020 Annual Report on Form 10-K") other than those described below.
Effective
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