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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

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¹There were no anti-dilutive equity awards excluded from common stock equivalents for any period presented.

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

In the opinion of management, the financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly the financial position of the company as of March 28, 2020 and December 28, 2019, the results of operations for the three months ended March 28, 2020 and March 30, 2019, cash flows for the three months ended March 28, 2020 and March 30, 2019 and statement of stockholders' equity for the three months ended March 28, 2020 and March 30, 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.

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 $4.2 million and $1.1 million for the three months period ended March 28, 2020 and March 30, 2019, respectively.

C)	Income Taxes

A tax provision of $22.7 million, at an effective rate of 23.5%, was recorded during the three months period ended March 28, 2020, as compared to a $20.7 million tax provision at a 23.1% effective rate in the prior year period. The effective rates in 2020 and 2019 are higher than the federal tax rate of 21% primarily due to state taxes.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security ("CARES") Act was enacted and signed into U.S. law to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 pandemic. As of March 28, 2020, CARES did not have a material impact on the company's financial statements.

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:

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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):

Copy History

	Fair Value Level 1				Fair Value Level 2				Fair Value Level 3				Total
As of March 28, 2020
Financial Liabilities:
Interest rate swaps	$	—			$	57,808			$	—			$	57,808
Contingent consideration	$	—			$	—			$	7,950			$	7,950
Foreign exchange derivative contracts	—				1,275				—				$	1,275
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 March 28, 2020 and December 28, 2019, 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)    Consolidated Statements of Cash Flows

Cash paid for interest was $14.1 million and $20.4 million for the three months ended March 28, 2020 and March 30, 2019, respectively. Cash payments totaling $6.2 million and $3.0 million were made for income taxes for the three months ended March 28, 2020 and March 30, 2019, respectively.

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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 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 on various acquisitions that were not individually material. The company also made smaller acquisitions not presented below which are individually and collectively immaterial.

Cooking Solutions Group

On April 1, 2019, 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):

Copy History

	(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.

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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 acquisitions and are summarized as follows (in thousands):

Copy History

	Preliminary Opening Balance Sheet				Preliminary Measurement Period Adjustments				Adjusted Opening Balance Sheet
Cash	$	2,683			$	(10	)		$	2,673
Current assets	21,525				922				22,447
Property, plant and equipment	8,920				(166		)		8,754
Goodwill	99,838				(3,300		)		96,538
Other intangibles	64,019				389				64,408
Long-term deferred tax asset	1,288				1,428				2,716
Other assets	137				854				991
Current liabilities	(20,437		)		(201		)		(20,638		)
Other non-current liabilities	(6,170		)		(529		)		(6,699		)
Consideration paid at closing	$	171,803			$	(613	)		$	171,190
Deferred payments	2,404				—				2,404
Contingent consideration	4,258				—				4,258
Net assets acquired and liabilities assumed	$	178,465			$	(613	)		$	177,852

The long-term deferred tax asset amounted to $2.7 million. The net deferred tax asset 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 and liability accounts.

The goodwill and $29.6 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350. Other intangibles also include $22.3 million allocated to customer relationships, $11.1 million allocated to developed technology and $1.4 million allocated to backlog, which are being amortized over periods of 2 to 10 years, 5 to 7 years, and 3 months, respectively. Goodwill of $42.8 million and other intangibles of $35.5 million of the companies are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. Goodwill of $43.7 million and other intangibles of $21.3 million are allocated to the Food Processing Equipment Group for segment reporting purposes. Goodwill of $9.9 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 $85.5 million and intangibles of $53.8 million are expected to be deductible for tax purposes.

One purchase agreement includes deferred payments 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 and 2022. The contractual obligation associated with the deferred payments on the acquisition date is $2.4 million. The earnout is payable in 2022, if the company exceeds certain sales and earnings targets. The contractual obligation associated with the contingent earnout provision recognized on the acquisition date is $4.3 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 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.

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2020 Acquisitions

As of March 28, 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):

Copy History

	Preliminary Opening Balance Sheet
Cash	$	2,347
Current assets	31,089
Property, plant and equipment	1,032
Goodwill	12,776
Other intangibles	16,484
Other assets	1,708
Current liabilities	(30,005		)
Other non-current liabilities	(3,070		)
Consideration paid at closing	$	32,361
Deferred payments	1,250
Contingent consideration	1,774
Net assets acquired and liabilities assumed	$	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 $6.5 million allocated to customer relationships, $0.2 million allocated to developed technology and $0.8 million allocated to backlog, which are being amortized over periods of 7 years, 7 years, and 6 months, respectively. Goodwill of $12.8 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 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.

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Pro Forma Financial Information

 

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

Copy History

	Three Months Ended
	March 28, 2020				March 30, 2019
Net sales	$	679,980			$	734,592
Net earnings	73,810				55,471
Net earnings per share:
Basic	$	1.33			$	1.00
Diluted	$	1.33			$	1.00

 

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.

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Accounting Pronouncements - Recently Adopted

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, and has since modified the standard with several ASUs (collectively, 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 to be presented at the net amount expected to 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 new standard as of December 29, 2019 (first day of fiscal year 2020) using the modified retrospective approach. As a result of the company's assessment process on its receivables and contract assets portfolio, which is 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 step of the goodwill impairment test. An entity 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. 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 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 did 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 with 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.

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 this guidance will have on its Condensed Consolidated Financial Statements.

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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.  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):

Copy History

	Commercial  Foodservice				Food Processing				Residential Kitchen				Total
Three Months Ended March 28, 2020
United States and Canada	$	306,510			$	72,882			$	85,074			$	464,466
Asia	37,524				7,639				978				46,141
Europe and Middle East	79,732				19,347				43,465				142,544
Latin America	19,358				4,398				552				24,308
Total	$	443,124			$	104,266			$	130,069			$	677,459
Three Months Ended March 30, 2019
United States and Canada	$	300,275			$	57,589			$	83,358			$	441,222
Asia	48,293				8,682				1,398				58,373
Europe and Middle East	89,896				20,618				50,615				161,129
Latin America	19,067				5,585				1,426				26,078
Total	$	457,531			$	92,474			$	136,797			$	686,802

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.

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

Copy History

	Mar 28, 2020				Dec 28, 2019
Contract assets	$	23,174			$	22,675
Contract liabilities	$	102,564			$	74,511
Non-current contract liabilities	$	12,370			$	12,870

During the three months period ended March 28, 2020, the company reclassified $5.1 million to receivables, which was included in the contract asset balance at the beginning of the period. During the three months period ended March 28, 2020, the company recognized revenue of $45.3 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 $63.2 million during the three months period ended March 28, 2020. The increase in contract liabilities primarily relates to companies acquired during the three months period ended March 28, 2020. Substantially, all of the company's outstanding performance obligations will be satisfied within 12 to 36 months. There were no contract asset impairments during the three months period ended March 28, 2020.

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):

Copy History

	Currency Translation Adjustment				Pension Benefit Costs				Unrealized Gain/(Loss) Interest Rate Swap				Total
Balance as of December 28, 2019	$	(105,705	)		$	(228,336	)		$	(16,892	)		$	(350,933	)
Other comprehensive income before reclassification	(48,916		)		14,808				(23,952		)		(58,060		)
Amounts reclassified from accumulated other comprehensive income	—				—				(1,267		)		(1,267		)
Net current-period other comprehensive income	$	(48,916	)		$	14,808			$	(25,219	)		$	(59,327	)
Balance as of March 28, 2020	$	(154,621	)		$	(213,528	)		$	(42,111	)		$	(410,260	)
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	10,683				(5,263		)		(10,144		)		(4,724		)
Amounts reclassified from accumulated other comprehensive income	—				—				766				766
Net current-period other comprehensive income	$	10,683			$	(5,263	)		$	(9,367	)		$	(3,947	)
Balance as of March 30, 2019	$	(102,088	)		$	(176,201	)		$	(2,134	)		$	(280,423	)

(1) As of March 28, 2020, pension and interest rate swap amounts are net of tax of $(45.5) million and $(15.3) million, respectively. During the three months ended March 28, 2020, the adjustments to pension benefit costs and unrealized gain/(loss) interest rate swap were net of tax of $3.1 million and $(9.3) million, respectively. As of March 30, 2019 pension and interest rate swap amounts are net of tax of $(38.1) million and $(0.6) million, respectively. During the three months ended March 30, 2019, the adjustments to pension benefit costs and unrealized gain/(loss) interest rate swap were net of tax of $(1.4) million and $(3.2) 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.

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

Copy History

	Three Months Ended
	<