What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-12-28 compared with 2021-09-28 · 612 added, 335 removed, 223 unchanged (81% of the section changed)

3 unchanged sentences

Financial Condition

of Operations

Annual Report

the accompanying

notes included

of Operations included

in Part II Item

7 of the Company’s

Annual Report on

Form 10-K for its

fiscal year ended May

(the “2021 Annual Report”), and the accompanying financial statements and

notes included in Part II Item 8 of the 2021 Annual

Report and in

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(iii) changes

acquisition not to

be met, (vi) risks

relating to the

evolving COVID-19 pandemic,

and (vii) adverse

results in pending litigation

acquisition not

risks relating

evolving COVID-19

pandemic, including

without limitation

increased costs

inflationary rates, and

(vii) adverse results

litigation matters.

are cautioned

reliance on forward-looking statements because,

while we believe the assumptions on

which the forward-looking statements are

forward-looking

assumptions on

forward-looking statements

are reasonable,

assurance that

these forward-

forward-looking statements

intent or obligation

to update publicly

these forward-looking statements,

whether because of

new information, future

Our operations are fully integrated

under one operating segment.

the largest producer and

distributor of fresh shell

United States (“U.S.”).

looking statements, whether because of new information, future events,

or otherwise.

largest producer

and distributor

United States

Our total flock

of approximately

million layers and

10.3 million pullets

and breeders is

diverse group

of customers,

including national

customers, including

regional grocery

store chains,

club stores, companies

servicing independent

supermarkets in

companies servicing

independent supermarkets

the U.S., food

service distributors,

and egg product

consumers in states across the southwestern, southeastern, mid-western

and mid-Atlantic regions of the U.S.

service distributors, and

egg product consumers

in states across

the southwestern, southeastern,

mid-western and

mid-Atlantic regions of the U.S.

Arkansas, California,

Nevada, North

Carolina Oklahoma

City in addition to exclusivity in select New York

metropolitan areas, including areas within New Jersey and Pennsylvania.

pricing mechanisms

6 unchanged sentences

market prices

(“UB southeastern large index”) in fiscal year 2021 ranged

from a low of $0.87 in July 2020 to a high of $1.63 in March 2021.

volatility in the market prices

of shell eggs, the Urner-Barry

White Large, Southeast

Regional Egg Market Price per

(“UB southeast large

index”) for the first

half of fiscal year

ranged from a low

of $1.00 in June

2021 to a high of

November 2021.

current market

7 unchanged sentences

with a favorable

of conventional,

cage-free, organic

specialty eggs

pasture-raised

and therefore our customers, and help us continue to serve as the trusted provider of quality

food choices.

represent attractive offerings

to a subset of

and therefore our customers,

and help us continue

to serve as the trusted

provider of quality food choices.

Specialty shell

9 unchanged sentences

transition to

an exclusively

cage-free egg

future dates.

Additionally,

several states,

representing 2

approximately

24% of the U.S.

total population

legislation requiring

that all eggs

future dates,

such legislation.

For additional

information, see

Strategy” and

“– Government

Regulation,” and

Part I Item 1A, “Risk Factors” under the sub-heading “Legal and Regulatory

Risk Factors.”

according to the 2020 U.S.

have passed legislation requiring

that all eggs sold in those

Massachusetts, which represent about

14% of the total U.S.

according to the 2020 U.S.

Census, cage-free legislation

goes into effect

January 1, 2022.

For additional information,

Annual Report, Part

“Business – Specialty

“Risk Factors” under the sub-heading “Legal and Regulatory Risk Factors.”

eggs fluctuate

22 unchanged sentences

our employees,

in a critical

infrastructure industry,

our customers.

critical infrastructure

responsibility

communication with our managers across our operations and

continue to closely monitor the situation in our facilities and

communication with our managers across our operations and continue

to closely monitor the situation in our facilities and in the

communities where we live and work.

have implemented procedures designed to protect our employees, taking into account

have implemented procedures designed to protect our employees, taking

Disease Control

strict sanitation

indications that COVID-19 affects hens or can be transferred

through the food supply.

indications that COVID-19 affects chickens or

can be transferred through the food supply.

proactively monitor

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related costs

supply chain such as increased costs and limited availability of packaging

supplies, and increased labor costs and medical costs.

first quarters

disruptions in

supply chain such

as increased costs and

limited availability of packaging

supplies, and increased labor

costs and medical costs

and, more recently,

second quarters

spent approximately

$713 thousand

thousand (excluding

claims) related

respectively.

2022 resulted

from additional

and increased

packaging materials,

primarily reflected

quarter of fiscal

additional $870

thousand as compared

to $529 thousand

comparable quarter in

spent approximately

medical insurance

respectively.

additional $267 thousand as compared to $324 thousand paid in the

same quarter in fiscal 2021.

fiscal 2022 were an additional $1.1 million as compared to $818 thousand paid

in the comparable period in fiscal 2021.

EXECUTIVE OVERVIEW

For the first

quarter of fiscal

we recorded a

gross profit of $6.6

million compared to

$16.8 million for

the same period

with the decrease due primarily to the higher costs of feed

ingredients and higher processing costs.

sold decreased

For the second quarter of fiscal 2022,

we recorded a gross profit of $43.7 million compared to $58.5

million for the same period

increased 0.9%

million dozen

first quarter

second quarter

2022 compared

million dozen

second quarter

2022, conventional

decreased 4.4%

specialty dozens sold

increased 15.7%

as compared to

the same quarter

in fiscal 2021.

Specialty dozens

sold increased

facilities came into production which helped increase our cage-free

approximately

also reported

2021 through August 2021 increased 2.1%

compared to the prior-year period.

As of September 1, 2021, eggs in incubators were

down 4.9% versus the prior-year period.

Specialty dozens sold

increased as more

cage-free facilities came into production which helped increase our

cage-free egg sales.

comparable period

average selling

compared to $1.227

in the prior-year

reported by the

USDA as of December

1, 2021, were

327.8 million,

which is approximately 913

thousand more hens than

the comparable period of

the prior year.

The USDA also reported

eggs in incubators were down 9% versus the prior-year period.

production costs

increased 21.6%,

first quarter

of fiscal 2021

This increase was

primarily due

feed ingredients

increased export

weather-related

first quarter,

the average Chicago

Board of Trade

(“CBOT”) daily market

price was $5.96

per bushel for

meal, representing

an increase of

This increase

was primarily

increased prices

costs started

Though these feed costs

began trending higher

in fiscal 2021, we initially

benefitted from filling our

storage bins at harvest and

locking in the

basis portion of

our grain purchases

several months in

which reduced our

feed costs in

experience the

same benefits

sustained elevated

that increased

costs compared

soybean meal,

representing an

5.9%, respectively,

CBOT prices for

the first quarter

of fiscal 2021.

Other farm production

costs for the

first quarter of

fiscal 2022 increased

compared to the same period in the prior fiscal year due to higher flock amortization

and facility expenses.

the comparable

year, driven by higher flock amortization

and facility expense.

Red River owns and operates a specialty shell egg

production complex with approximately 1.7 million

cage-free laying

pullet capacity,

mill, processing

plant, related

and outbuildings

equipment located

approximately 400

Bogata, Texas.

For additional

Note 2 – Acquisition

Consolidated Financial Statements included in this Quarterly Report.

During October

Directors approved

investment that

will specialize

(“MeadowCreek”).

capitalize MeadowCreek

purchase property

and equipment

a controlling

preferred provider

specialty and

MeadowCreek’s

opportunities

institutional

industrial food products arenas.

October 2021,

$23.0 million

capital project

cage-free egg production

at our Okeechobee,

Florida, production facility.

The project is

designed to include

the construction of

two cage-free layer

houses and one cage-free

pullet house with capacity

for approximately 400,000

cage-free hens and 210,000

pullets, respectively.

has commenced,

pullet placements

house planned

and project completion

plans to fund the

project through a combination

of available cash on

hand, investments and

operating cash

Effective December

5, 2021, we made

an additional investment

venture Southwest Specialty

Eggs, LLC, to acquire

California, Arizona and Nevada markets.

Operations expressed as a percentage of net sales.

13 Weeks Ended

August 28, 2021

August 29, 2020

Thirteen Weeks

Twenty-six Weeks

November 27, 2021

November 28, 2020

November 27, 2021

November 28, 2020

Cost of sales

1 unchanged sentence

(Gain) loss on disposal of fixed assets

Operating loss

Operating income (loss)

Total other income, net

Loss before income taxes

Income tax benefit

net sales for the

first quarter of fiscal

2022 were $331.7

million, compared to

$292.8 million for

the same period of

sales represented

respectively.

Income (loss) before income taxes

Income tax (benefit) expense

Net income (loss)

second quarter

miscellaneous

included with

egg operations.

below presents

conventional and

specialty shell

(in thousands, except percentage data):

13 Weeks Ended

August 28, 2021

August 29, 2020

shell egg operations.

the twenty-six

$722.6 million,

comparable period of fiscal 2021.

November 28, 2020, respectively.

The table below presents an analysis of our conventional and specialty shell egg

sales (in thousands, except percentage data):

Thirteen Weeks

Twenty-six Weeks

November 27, 2021

November 28, 2020

November 27, 2021

November 28, 2020

Total net sales

1 unchanged sentence

Net shell egg sales

Net shell egg sales as a percent of total net sales

Net shell egg sales as a

percent of total net sales

Total dozens sold

Net average selling price per dozen:

Net average selling price per

All shell eggs

1 unchanged sentence

Egg products net sales

Net average selling price per pound

Net average selling price per

Shell egg net sales

Second Quarter – Fiscal 2022 vs.

In the second quarter of fiscal

conventional egg sales increased $21.5

million, or 10.7%, compared to

primarily due

price, partially

of conventional

decrease in net sales, respectively.

Higher quarter-over-quarter conventional

egg prices were primarily due

to depressed prices in the first

quarter of fiscal

conventional shell

partially offset

by a decrease

of conventional

was primarily

elevated retail

to consumers’

preferences to

purchase eggs

meal preparation

price resulted

$30.4 million

resulted in a $10.3 million decrease in net sales, respectively.

believe prices

for conventional

positively impacted

the conventional

production layer

eggs decreased

the prior-year

comparable period.

primarily tied

conventional eggs

retail channel

foodservice channel

the pandemic.

this consumer preference

begin to shift in

the fourth quarter of

fiscal 2021 as consumers

export market

second quarter

conventional egg

meal preparation

begin to shift

in the fourth quarter

of fiscal 2021

as consumers began

to resume out-of-home

dining and prepare

fewer meals at home.

meals at home.

primarily due

15.7% increase

specialty eggs

which resulted

million increase

specialty egg

period benefitted from our acquisition of the remaining 50% membership

interest in Red River, which helped drive

capabilities as additional

cage-free production

capacity came online

during the quarter.

Cage-free egg sales

24.0% of our total sales in second quarter fiscal 2022 and 23.8% of total sales fiscal year-to-date.

for specialty

eggs has increased

their preferences

higher-priced

meal preparation

more cage-free

Twenty-six weeks – Fiscal 2022

volume of conventional eggs

Changes in price resulted in

a $66.3 million increase and

change in volume resulted

in a $21.2 million decrease in net sales, respectively.

believe prices

for conventional

positively impacted

the conventional

production layer

eggs entering

from the foodservice channel due to the pandemic.

conventional eggs

sold was primarily

due to elevated

retail demand

consumer preference

the fourth quarter

consumers began

home dining and prepare fewer meals at home.

Specialty egg

sales increased

$31.2 million,

increase in net sales.

More cage-free facilities

came into production

which helped increase our

We believe that

higher demand for specialty eggs has been driven by the pandemic

as consumers prepared more meals

consumption rather

believe higher

preparation has

preference to purchase higher-priced specialty eggs.

twenty-six weeks

ended November

2021, primarily

decrease in specialty egg

Changes in price

resulted in a $1.4

million decrease and

change in volume

respectively.

production capacity.

Egg products net sales

Second Quarter – Fiscal 2022 vs.

sales increased

period of fiscal

2021, primarily due

selling price increase,

$1.4 million positive

impact on net

foodservice demand due to the pandemic.

Our egg products net average selling

price increased in the second quarter

fiscal 2022 compared

to the same period

in fiscal 2021

as foodservice channel

demand has begun

to shift more

pandemic levels.

Twenty-six weeks – Fiscal 2022

increased $4.1

2 unchanged sentences

increase compared

the first quarter of fiscal 2021, which had a $1.6 million positive impact

on net sales.

Selling prices for

egg products in

the first quarter

of fiscal 2021

were negatively impacted

in foodservice

the pandemic.

average selling

as foodservice

channel demand

the first twenty-six weeks of fiscal 2021, which had a $4.0 million positive

impact on net sales.

Our egg products net average selling

price increased in the twenty-six

weeks end November 27, 2021, compared

foodservice demand

more restrictive

governmental and

business shutdowns

COST OF SALES

million compared

million and $564.9 million, respectively.

sales consists

9 unchanged sentences

sales (in thousands, except cost per dozen data):

13 Weeks Ended

August 28, 2021

August 29, 2020

Thirteen Weeks

Twenty-six Weeks

Cost of Sales:

Farm production

Processing, packaging, and warehouse

Egg purchases and other (including change in inventory)

Processing, packaging, and

Egg purchases and other (including

change in inventory)

Total shell eggs

Farm production costs (per dozen produced)

Outside egg purchases (average cost per dozen)

Farm production costs (per dozen

Outside egg purchases (average

cost per dozen)

Dozens produced

Percent produced to sold

Farm Production

Feed costs per dozen produced

increased 40.5% in the first quarter of

fiscal 2022 compared to the first

quarter of fiscal

related shortfalls in production and yields, which have placed additional

pressure on domestic supplies.

Second Quarter – Fiscal 2022 vs.

Feed costs per dozen

produced increased 29.0% in

the second quarter of fiscal

2022 compared to the

second quarter of

This increase was

primarily due

to increased prices

our primary feed

costs started trending

higher midway

second quarter

of fiscal 2021

and have remained

elevated compared

to historical costs.

Though these feed costs began trending

higher in fiscal 2021, we initially benefitted from

have remained

elevated entering

second quarter

experience the

same benefits,

which increased

costs compared

costs increased

flock amortization

production, which

has higher capitalized

costs, which began

fiscal 2021, are capitalized in our flocks during pullet production and

2 unchanged sentences

facility expense as more cage-free facilities came into production.

Twenty-six weeks – Fiscal 2022

produced increased

the twenty-six

2021 compared

2021, primarily

ingredient prices

resulting from

increased export

weather-related

costs increased

flock amortization,

fiscal 2021, are capitalized in our flocks during pullet production and

increased our amortization expense.

We had higher

facility expense as more cage-free facilities came into production.

Processing, packaging, and warehouse

Second Quarter – Fiscal 2022 vs.

Cost of packaging

materials increased

5.3% compared

to the second

quarter of fiscal

2021 as supply

chain constraints

caused by the pandemic increased costs for packaging products and manufacturer

implemented pandemic surcharges.

increased 18.4%

wage increases

shortages, primarily

Twenty-six weeks – Fiscal 2022

materials increased

manufacturers

pandemic surcharges.

Labor costs increased 11.1% due to wage

increases in response to labor shortages, primarily due to the pandemic.

increased 14.8%

wage increases

shortages, primarily

Egg purchases and other (including change in inventory)

percentage of produced to sold increased to 91.2%, partially offset

by an increase in the cost of these purchases.

weather-related

remain elevated

historical prices

ongoing disruptions

COVID-19 global pandemic, weather fluctuations and geopolitical issues.

first quarter

$16.8 million

The decrease of $10.1 million was primarily due to the increased cost of feed ingredients

and processing costs.

Second Quarter – Fiscal 2022 vs.

this category

outside egg purchases, as our percentage of produced to sold increased

Twenty-six weeks – Fiscal 2022

this category

outside egg purchases, as our percentage of produced to sold increased

COVID-19 global pandemic, weather fluctuations and geopolitical

The decrease of $14.7 million was primarily due to the increased cost of feed

ingredients and processing costs.

period of fiscal

of $24.8 million

was primarily due

to the increased

ingredients and

SELLING, GENERAL, AND ADMINISTRATIVE

1 unchanged sentence

distribution,

The following table presents an analysis of our SGA expenses (in thousands):

13 Weeks Ended

August 28, 2021

August 29, 2020

The following table presents an analysis of our SGA expenses (in

Thirteen Weeks

November 27, 2021

November 28, 2020

Specialty egg expense

3 unchanged sentences

Other expenses

Second Quarter – Fiscal 2022 vs.

Specialty egg expense

Advertising and

franchise fees increased

fiscal 2022 compared

quarter of fiscal

due to the 8.9% increased volume of specialty eggs sales.

franchise fees

due to increased

advertising expense.

Delivery expense

The increased

delivery expense is primarily due to the increase in fuel costs.

delivery expense

Payroll, taxes and benefits expense

The increase in payroll, taxes and benefits is primarily due to an increase

in employee health insurance costs.

Other expenses

insurance market conditions.

Twenty-six Weeks

November 27, 2021

November 28, 2020

Specialty egg expense

Delivery expense

Payroll, taxes and benefits

expense associated with the deferred compensation plan.

Stock compensation expense

Other expenses

The increase in

other expenses is primarily

due to increased premiums

for property and casualty

insurance due to

market conditions driven by industry high loss ratios and low investment income

returns to offset losses.

Twenty-six weeks –

Fiscal 2022 vs.

Specialty egg expense

period of fiscal 2021 due to increased

advertising expense.

Delivery expense

The increased

delivery expense

Other expenses

in other expenses

is primarily due

to property losses

incurred that

were not covered

as increased premiums for property and casualty insurance market

INCOME (LOSS)

million for the same period of fiscal 2021.

For the twenty-six

2021, we recorded

an operating loss

million compared

to an operating

loss of $12.7 million for the same period of fiscal 2021.

OTHER INCOME (EXPENSE)

expense, royalty income, equity in income or loss of unconsolidated entities, and

patronage income, among other items.

For the first quarter of

we earned $290 thousand of

interest income compared to $996

thousand for the same period

of fiscal 2021

The decrease resulted

from significantly

lower investment

recorded interest

$58 thousand and $71 thousand for the first quarters

ended August 28, 2021 and August 29, 2020,

expense, royalty income, equity income or loss of unconsolidated

entities, and patronage income, among other items.

$207 thousand

significantly

respectively.

unconsolidated

For the twenty-six

weeks ended November 27,

2021, we earned $497

thousand of interest income

compared to $1.7 million

significantly

interest expense

$135 thousand

twenty-six weeks

ended November

2020, respectively.

For the second quarter of fiscal 2022, equity

income of unconsolidated entities was $264 thousand

compared to $58 thousand in

the prior-year period.

For the twenty-six

weeks ended November

27, 2021, equity

income of unconsolidated

entities was $399

thousand compared

$14 thousand in the prior-year period.

quarter ended

for the second quarter

ended November 27, 2021,

was income of $1.9

million compared to income

of $436 thousand

million payment

and adjustment

various marketing agreements.

remeasurement

along with the $1.4 million payment related to review and adjustment of our

various marketing agreements.

As of November 27, 2021, we remain under

audit by the Internal Revenue Service (IRS) for the fiscal years

2013 through 2015.

adjustments related

development credits

claimed during

Management is continuing to evaluate those proposed adjustments

and does not anticipate the adjustments would result in

circumstances

reporting date, the Company believes

it is reasonably possible an

adjustment to the previously recognized

tax benefits related to

and development

approximately $520

thousand during

the second quarter of fiscal 2022.

benefit described

$157 thousand

the same period

of fiscal 2021.

increase is due

to the acquisition of

Red River Valley

Egg Farm, LLC

(“Red River”) as we

recognized a $4.5 million gain due to the remeasurement of our equity investmen

For the first quarter

of fiscal 2022, pre-tax loss

was $33.9 million compared

to $25.5 million for the same

period of fiscal 2021.

an income tax benefit of $15.8 million for the first quarter of fiscal 2022,

which includes the discrete tax benefit of

Quarterly Report.

Excluding the discrete tax benefit, income

tax benefit was $7.6 million for the first quarter of fiscal 2022

comparable period

reflects an effective tax rate of 24.0%.

At August 28, 2021 and May 29, 2021, trade and other receivables, net included

income taxes receivables of $42.5 million.

the comparable

period of fiscal 2021, which reflects an effective tax rate of 23.6%.

Condensed Consolidated

Statements in

this Quarterly

compared to $2.4 million for the comparable period of fiscal 2021,

which reflects an effective tax rate of 24.6%.

other receivables

included income

taxes receivables

$42.5 million, respectively.

Our effective tax

5 unchanged sentences

nondeductible

noncontrolling

discussed in Note 2 – Acquisitions of the Notes to Condensed Consolidated Finan

cial Statements in this Quarterly Report.

first quarter

diluted share,

loss of $19.4 million or $0.40 per basic and diluted share for the same period of fiscal

noncontrolling interest.

Net income for

the second quarter ended

November 27, 2021, was

$1.2 million, or $0.02

per basic and diluted

share, compared

to net income of $12.2 million or $0.25 per basic and diluted share for the same

period of fiscal 2021.

Net loss for the twenty-six

weeks ended November 27, 2021, was

$16.9 million, or $0.34 per

basic and diluted share, compared

to net loss of $7.2 million or $0.15 per basic and diluted share for the same period of fiscal 2021.

CAPITAL RESOURCES

AND LIQUIDITY

2021 was $364.7

million, compared

calculation of

with 5.77 at May 29, 2021.

no long-term debt outstanding at

August 28, 2021 or May 29, 2021.

On July 10, 2018, we entered into

a $100.0 million

Senior Secured Revolving Credit

Facility (the “Revolving Credit

28, 2021, no amounts were

Revolving Credit

million in outstanding

standby letters of

credit, issued under

our Revolving

Supplementary

regarding our long-term debt.

compared with 5.77 at May 29, 2021.

Amended and Restated

Credit Agreement (the

“Credit Agreement”) with

a five-year term.

The Credit Agreement

increased senior

secured revolving

credit facility

(the “Credit Facility”),

initial aggregate

principal amount

were borrowed

Credit Facility.

Quarterly Report.

activities, compared

$10.7 million

operating activities

million used in operating

activities for the comparable

period in fiscal 2021

This is primarily due

to the increased costs

ingredients compared to the prior year period.

continue to invest

in our facilities with

$11.2 million

used to purchase property,

plant and equipment for

the thirteen weeks

first quarter

$48.5 million.

maturities of

securities, net of

purchases, were $38.0

million for the thirteen

weeks ended August

compared to $4.0 million

comparable period

in fiscal 2021.

received $400 thousand

in distributions from

an unconsolidated entity

of fiscal 2022

compared to $650

thousand for the

same period fiscal

used $53 thousand

for principal payments

finance leases in the first quarter of fiscal 2022 compared to $50

thousand for the same period of fiscal 2021.

cash decreased

primarily due

increased costs

of feed ingredients compared to the prior-year period.

weeks ended November 27,

2021, compared to $52.4 million

in the same period of fiscal

acquired the remaining

securities, net

of purchases,

the twenty-six

2021, compared

distributions

unconsolidated

entity in the first two quarters of fiscal 2022 compared to $2.70 million for

the same period fiscal of 2021.

decreased $41.9

million since

2021, compared

$30.8 million

million during

same period of fiscal 2021.

the increasin

the same period of fiscal 2021.

the increasing

cage-free eggs

9 unchanged sentences

starting with our first facility

The following table presents material construction projects approved

as of August 28, 2021 (in thousands):

Executive Overview

The following table presents material construction

projects approved as of November 27, 2021 (in thousands):

Project(s) Type

Projected Cost

August 28, 2021

November 27, 2021

Projected Cost

Cage-Free Layer & Pullet Houses/Processing

Cage-Free Layer & Pullet Houses

We believe our

current cash balances, investments, cash flows from operations, and Revolving Credit Facility

will be sufficient

to fund our current capital needs.

As we monitor the demand for cage-free

eggs and our growth strategy described in Part I Item

I “Business – Growth Strategy” in our 2021 Annual Report,

there may be a need for long-term debt financing.

our strong balance sheet that we will have adequate access to capital markets if that need

current cash balances, investments, cash flows from operations, and Credit Facility will be sufficient

current capital needs.

ISSUED/ADOPTED ACCOUNTING STANDARDS

7 unchanged sentences

of operations.

critical accounting

estimates identified

2021 Annual Report.

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk during the

twenty-six weeks ended November 27, 2021

from the information provided in Item 7A.

Quantitative and Qualitative

Disclosures About Market Risk in our 2021 Annual

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis