NATURAL ALTERNATIVES INTERNATIONAL INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Natural Alternatives International, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Natural Alternatives International, Inc. (the “Company”) as of June 30, 2021 and 2020, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for each of the two years in the period ended June 30, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2021 and 2020, and the consolidated results of its operations and its cash flows for each of the two years in the period ended June 30, 2021, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of this critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition — Refer to Note A to the Consolidated Financial Statements Critical Audit Matter Description The Company recognizes revenue upon transfer of control of promised products to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products. The Company may enter into certain customer contracts that contain unique, customer-specific terms and conditions, variable consideration, as well as multiple performance obligations. For such contracts, significant interpretation may be required to determine the appropriate accounting, including the identification of performance obligations, the allocation of the transaction price to performance obligations in the arrangement, the timing of the transfer of control of promised goods for each of those performance obligations, estimates of variable consideration and agent versus principal consideration. 21 Table of Contents Our assessment of managements’ evaluation of the above referenced matters related to proper revenue recognition is significant to our audit because the amounts are material to the financial statements, the assessment process involves significant judgment, and the application of U.S. generally accepted accounting principles in this area is complex. How the Critical Audit Matter Was Addressed in the Audit Our principal audit procedures related to the Company’s revenue recognition for customer contracts included the following: ● We evaluated the appropriateness of management’s revenue recognition policies. ● We tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the consolidated financial statements. ● We selected a sample of revenue transactions and performed the following procedures: o Obtained and read source documents for each selection, including master agreements, purchase orders and other documents that evidenced the customer arrangement. o Tested management’s identification and treatment of the key contract terms, including performance obligations and variable consideration. o Assessed the terms in the customer agreement and evaluated the appropriateness of management's application of the Company’s accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions. /s/ HASKELL & WHITE LLP We have served as the Company’s auditor since 2014. San Diego, California September 20, 2021 22 Table of Contents Natural Alternatives International, Inc. Consolidated Balance Sheets As of June 30 (Dollars in thousands, except share and per share data) 2021 2020 Assets Current assets: Cash and cash equivalents $ 32,133 $ 30,478 Accounts receivable – less allowance for doubtful accounts of $3,527 at June 30, 2021 and $3,240 at June 30, 2020 17,946 17,001 Inventories, net 27,006 27,972 Income tax receivable 1,095 848 Forward contracts — 450 Prepaids and other current assets 2,168 2,275 Total current assets 80,348 79,024 Property and equipment, net 22,271 21,523 Operating lease right-of-use assets 15,877 18,354 Deferred tax asset – noncurrent 214 196 Other noncurrent assets, net 1,571 1,106 Total assets $ 120,281 $ 120,203 Liabilities and Stockholders ’ Equity Current liabilities: Accounts payable $ 11,893 $ 12,509 Accrued liabilities 2,441 1,565 Accrued compensation and employee benefits 4,584 2,660 Customer deposits 1,721 62 Income taxes payable 619 1,010 Forward contracts 814 — Line of credit — 10,000 Total current liabilities 22,072 27,806 Long-term liability – operating leases 16,481 18,782 Noncurrent forward contracts 4 195 Long-term pension liability 391 696 Income taxes payable, noncurrent 1,250 1,349 Total liabilities 40,198 48,828 Commitments and contingencies (Notes H, J and M) Stockholders’ equity: Preferred stock; $.01 par value; 500,000 shares authorized; none issued or outstanding — — Common stock; $.01 par value; 20,000,000 shares authorized at June 30, 2021 and June 30, 2020, issued and outstanding (net of treasury shares) 6,436,568 at June 30, 2021 and 6,752,372 at June 30, 2020 88 87 Additional paid-in capital 29,456 27,992 Retained earnings 66,949 56,181 Treasury stock, at cost, 2,567,797 shares at June 30, 2021 and 2,104,305 at June 30, 2020 (15,849 ) (11,702 ) Accumulated other comprehensive loss (561 ) (1,183 ) Total stockholders’ equity 80,083 71,375 Total liabilities and stockholders’ equity $ 120,281 $ 120,203 See accompanying notes to consolidated financial statements. 23 Table of Contents Natural Alternatives International, Inc. Consolidated Statements of Operations And Comprehensive Income (Loss) For the Years Ended June 30 (Dollars in thousands, except share and per share data) 2021 2020 Net sales $ 178,520 $ 118,876 Cost of goods sold 148,078 100,005 Gross profit 30,442 18,871 Other selling, general and administrative expenses 16,902 17,098 (Recoveries) provision for uncollectible accounts receivable (132 ) 3,282 Income (loss) from operations 13,672 (1,509 ) Other (expense) income: Interest income 1 177 Interest expense (118 ) (67 ) Foreign exchange loss (1,409 ) (320 ) Other, net (21 ) (19 ) Total other (expense) (1,547 ) (229 ) Income (loss) before income taxes 12,125 (1,738 ) Provision (benefit) for income taxes 1,357 (93 ) Net income (loss) $ 10,768 $ (1,645 ) Change in minimum pension liability, net of tax $ 350 $ (323 ) Unrealized gain (loss) resulting from change in fair value of derivative instruments, net of tax 272 (1,024 ) Comprehensive income (loss) $ 11,390 $ (2,992 ) Net income (loss) per common share: Basic $ 1.71 $ (0.25 ) Diluted $ 1.69 $ (0.25 ) Weighted average common shares outstanding: Basic 6,290,689 6,695,302 Diluted 6,379,486 6,695,302 See accompanying notes to consolidated financial statements. 24 Table of Contents Natural Alternatives International, Inc. Consolidated Statements of Stockholders ’ Equity For the Years Ended June 30 (Dollars in thousands) Common Stock Additional Paid-in Retained Treasury Stock Accumulated Other Comprehensive Shares Amount Capital Earnings Shares Amount Income (Loss) Total Balance, June 30, 2019 8,851,677 87 26,280 57,380 1,626,605 (7,955 ) 292 76,084 Issuance of common stock for restricted stock grants 5,000 — — — — — — — Compensation expense related to stock compensation plans — — 1,712 — — — — 1,712 Repurchase of common stock — — — — 462,700 (3,747 ) — (3,747 ) Forfeiture of restricted stock — — — — 15,000 — — — Cumulative-effect adjustment pursuant to adoption of ASU 2016-02 (Note D) — — — 318 — — — 318 Reclassification pursuant to adoption of ASU 2018-02 (Note A) — — — 128 — — (128 ) — Change in minimum pension liability, net of tax — — — — — — (323 ) (323 ) Unrealized loss resulting from change in fair value of derivative instruments, net of tax — — — — — — (1,024 ) (1,024 ) Net loss — — — (1,645 ) — — — (1,645 ) Balance, June 30, 2020 8,856,677 $ 87 $ 27,992 $ 56,181 2,104,305 $ (11,702 ) $ (1,183 ) $ 71,375 Issuance of common stock for restricted stock grants 91,773 1 (1 ) — — — — — Compensation expense related to stock compensation plans — — 1,430 — — — — 1,430 Repurchase of common stock — — — — 433,050 (3,844 ) — (3,844 ) Issuance of common stock for stock option exercise 55,915 — 35 — 30,442 (303 ) — (268 ) Change in minimum pension liability, net of tax — — — — — — 350 350 Unrealized gain resulting from change in fair value of derivative instruments, net of tax — — — — — — 272 272 Net income — — — 10,768 — — — 10,768 Balance, June 30, 2021 9,004,365 $ 88 $ 29,456 $ 66,949 2,567,797 $ (15,849 ) $ (561 ) $ 80,083 See accompanying notes to consolidated financial statements. 25 Table of Contents Natural Alternatives International, Inc. Consolidated Statements of Cash Flows For the Years Ended June 30 (in thousands) 2021 2020 Cash flows from operating activities Net income (loss) $ 10,768 $ (1,645 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: (Recovery of) provision for uncollectible accounts receivable (132 ) 3,282 Depreciation and amortization 4,338 3,959 Deferred income taxes (214 ) (893 ) Non-cash lease expenses 3,421 2,772 Non-cash compensation 1,430 1,712 Pension expense 163 27 (Gain) loss on disposal of assets, net of impairment (47 ) 109 Changes in operating assets and liabilities: Accounts receivable (813 ) (4,319 ) Inventories 966 (1,969 ) Operating lease liabilities (3,245 ) (2,467 ) Prepaids and other assets (358 ) (1,174 ) Accounts payable and accrued liabilities 1,912 2,720 Forward contracts 1,430 688 Income taxes (737 ) (156 ) Accrued compensation and employee benefits 1,924 1,045 Net cash provided by operating activities 20,806 3,691 Cash flows from investing activities Purchases of property and equipment (5,107 ) (4,541 ) Proceeds from sale of property and equipment 68 35 Net cash used in investing activities (5,039 ) (4,506 ) Cash flows from financing activities Repurchase of common stock (4,147 ) (3,747 ) (Payments) borrowings on lines of credit (10,000 ) 10,000 Issuance of common stock for stock option exercise 35 — Net cash (used in) provided by financing activities (14,112 ) 6,253 Net increase in cash and cash equivalents 1,655 5,438 Cash and cash equivalents at beginning of year 30,478 25,040 Cash and cash equivalents at end of year $ 32,133 $ 30,478 Supplemental disclosures of cash flow information Cash paid during the year for: Taxes $ 2,960 $ 993 Interest $ 131 $ 66 See accompanying notes to consolidated financial statements. 26 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. Organization and Summary of Significant Accounting Policies Organization We provide private-label contract manufacturing services to companies that market and distribute vitamins, minerals, herbs, and other nutritional supplements, as well as other health care products, to consumers both within and outside the U.S. We also seek to commercialize our patent and trademark estate related to the ingredient known as beta-alanine sold under our CarnoSyn® and SR CarnoSyn® tradenames through direct raw material sales and various license and similar arrangements. Subsidiaries On January 22, 1999, Natural Alternatives International Europe S.A., a Swiss Corporation (NAIE) was formed as our wholly-owned subsidiary, based in Manno, Switzerland. In September 1999, NAIE opened a manufacturing facility and currently possesses manufacturing capability in encapsulation, powders, tablets, finished goods packaging, quality control laboratory testing, warehousing, distribution and administration. Principles of Consolidation The consolidated financial statements include the accounts of Natural Alternatives International, Inc. (NAI) and our wholly-owned subsidiary, NAIE. All intercompany accounts and transactions have been eliminated. The functional currency of NAIE, our foreign subsidiary, is the U.S. Dollar. Certain accounts of NAIE have been translated at either current or historical exchange rates, as appropriate, with gains and losses included in the consolidated statements of operations. Recently Adopted Accounting Pronouncements We did not adopt any accounting pronouncements during the fiscal year ended June 30, 2021. Recently Issued Accounting Pronouncements On December 18, 2019, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This new standard eliminates certain exceptions in Accounting Standards Codification ("ASC") 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, with early adoption permitted in any interim period within that year. This ASU will be effective for us beginning in our first quarter of fiscal 2022. We do not expect this ASU will have a material impact on our consolidated financial statements. 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. This ASU provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates ("IBORs") and, particularly, the risk of cessation of the London Interbank Offered Rate ("LIBOR"), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The ASU can be adopted no later than December 1, 2022 (fiscal year 2023) with early adoption permitted. We do not expect this ASU will have a material impact on our consolidated financial statements. Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. 27 Table of Contents Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. We use a three-level hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available under the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs. In general, fair values determined by Level 1 inputs use quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. We classify cash, cash equivalents, and marketable securities balances as Level 1 assets. The approximate fair value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings is equal to book value due to the short-term nature of these items. Fair values determined by Level 2 inputs are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable or can be corroborated, either directly or indirectly by observable market data. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. These include certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Except for cash and cash equivalents, as of June 30, 2021 and June 30, 2020, we did not have any financial assets or liabilities classified as Level 1. We classify derivative forward exchange contracts as Level 2 assets and liabilities. The fair value of our forward exchange contracts as of June 30, 2021 included a net liability of $0.8 million. The fair value as of June 30, 2020 was a net asset of $0.3 million. The fair values were determined based on obtaining pricing from our bank and corroborating those values with a third party bank or pricing service. We classify any outstanding line of credit balance as a Level 2 liability, as the fair value is based on inputs that can be derived from information available in publicly quoted markets. As of June 30, 2021 and June 30, 2020, we did not have any financial assets or liabilities classified as Level 3. We did not transfer any assets or liabilities between any levels during fiscal 2021. Accounts Receivable We perform ongoing credit evaluations of our customers and adjust credit limits based on payment history and customer credit-worthiness. An allowance for estimated doubtful accounts is maintained based on historical experience, including identified customer credit issues. We monitor collections regularly and adjust the allowance for doubtful accounts as necessary to recognize any changes in credit exposure. Upon conclusion that a receivable is uncollectible, we record the respective amount as a charge against allowance for doubtful accounts. To date, such doubtful accounts reserves, in the aggregate, have been adequate to cover collection losses. Customer Deposits For certain customers we have contract terms where the customer pays a certain portion of their orders as prepayment. We treat this as a customer deposit liability and do not record revenue until we ship the product to the customer. As of June 30, 2021 we had $1.7 million in customer deposits. As of June 30, 2020 our customer deposit balance was $0.1 million. Inventories We operate primarily as a private-label contract manufacturer. We build products based upon anticipated demand or following receipt of customer specific purchase orders. From time to time, we build inventory for private-label contract manufacturing customers under a specific purchase order with delivery dates that may subsequently be rescheduled or canceled at the customer’s request. We value inventory at the lower of cost (first-in, first-out) or net realizable value on an item-by-item basis, including costs for raw materials, labor and manufacturing overhead. We establish reserves equal to all or a portion of the related inventory to reflect situations in which the cost of the inventory is not expected to be recovered. This requires us to make estimates regarding the market value of our inventory, including an assessment for excess and obsolete inventory. Once we establish an inventory reserve in a fiscal period, the reduced inventory value is maintained until the inventory is sold or otherwise disposed of. In evaluating whether inventory is stated at the lower of cost or net realizable value, management considers such factors as the amount of inventory on hand, the estimated time required to sell such inventory, the remaining shelf life and efficacy, the foreseeable demand within a specified time horizon and current and expected market conditions. Based on this evaluation, we record adjustments to cost of goods sold to adjust inventory to its net realizable value. 28 Table of Contents Property and Equipment We state property and equipment at cost. Depreciation of property and equipment is provided using the straight-line method over their estimated useful lives, generally ranging from 1 to 39 years. We amortize leasehold improvements using the straight-line method over the shorter of the useful life of the improvement or the term of the lease. Maintenance and repairs are expensed as incurred. Significant expenditures that increase economic useful lives of property or equipment are capitalized and expensed over the useful life of such expenditure. Impairment of Long-Lived Assets We periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances indicate that the carrying amount of an asset may not be recovered. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During fiscal 2021 we recognized $21,000 in impairment losses. We did not recognize any impairment losses during fiscal 2020. Derivative Financial Instruments We may use derivative financial instruments in the management of our foreign currency exchange risk inherent in our forecasted sales denominated in Euros. We may hedge our foreign currency exposures by entering into offsetting forward exchange contracts. To the extent we use derivative financial instruments, we account for them as cash flow hedges. Foreign exchange derivative instruments that do not meet the criteria for cash flow hedge accounting are marked-to-market through the Consolidated Statements of Operations and Comprehensive Income (Loss). Historically, our cash flow derivative instruments have met the criteria for hedge accounting. We recognize any unrealized gains and losses associated with derivative instruments accounted for as cash flow hedges in income in the period in which the underlying hedged transaction is realized. To the extent the derivative instrument is deemed ineffective we would recognize the resulting gain or loss in income at that time. As of June 30, 2021, we held derivative contracts designated as cash flow hedges primarily to protect against the foreign exchange risks inherent in our forecasted sales of products at prices denominated in currencies other than the U.S. Dollar, which is primarily the Euro. As of June 30, 2021, the notional amounts of our foreign exchange contracts were $60.4 million (€51.3 million). These contracts will mature over the next 14 months. As of June 30, 2021, we held foreign currency contracts not designated as cash flow hedges primarily to protect against change in valuation of an underlying balance sheet item. As of June 30, 2021, the notional amounts of our foreign currency contracts not designated as cash flow hedges were $6.2 million (CHF 5.5 million). These contracts will mature in the first quarter of fiscal year 2022. Defined Benefit Pension Plan We formerly sponsored a defined benefit pension plan. Effective June 21, 1999, we adopted an amendment to freeze benefit accruals to the participants. The plan obligation and related assets of the plan are presented in the notes to the consolidated financial statements. Plan assets, which consist primarily of marketable equity and debt instruments, are valued based upon third party market quotations. Independent actuaries, through the use of a number of assumptions, determine plan obligations and annual pension expense. Key assumptions in measuring the plan obligations include the discount rate and estimated future return on plan assets. In determining the discount rate, we use an average long-term bond yield. Asset returns are based on the historical returns of multiple asset classes to develop a risk free rate of return and risk premiums for each asset class. The overall rate for each asset class was developed by combining a long-term inflation component, the risk free rate of return and the associated risk premium. A weighted average rate is developed based on the overall rates and the plan’s asset allocation. Revenue Recognition We record revenue based on a five-step model which includes: (1) identifying a contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price among the performance obligations; and (5) recognizing revenue as each of the various performance obligations are satisfied. 29 Table of Contents Revenue is measured as the net amount of consideration expected to be received in exchange for fulfilling one or more performance obligations. We identify purchase orders from customers as contracts. The amount of consideration expected to be received and revenue recognized includes estimates of variable consideration, including estimates for early payment discounts and volume rebates. Such estimates are calculated using historical averages adjusted for any expected changes due to current business conditions and experience. We review and update these estimates at the end of each reporting period and the impact of any adjustments is recognized in the period the adjustments are identified. In assessing whether collection of consideration from a customer is probable, we consider both the customer's ability and intent to pay that amount of consideration when it is due. Payment of invoices is due as specified in the underlying customer agreement, which is typically 30 days from the invoice date. Invoices are generally issued on the date of transfer of control of the products ordered to the customer. Revenue is recognized at the point in time that each of our performance obligations is fulfilled, and control of the ordered products is transferred to the customer. This transfer occurs when the product is shipped, or in some cases, when the product is delivered to the customer. We provide early payment discounts to certain customers. Based on historical payment trends, we expect that these customers will take advantage of these early payment discounts. The cost of these discounts is reported as a reduction to the transaction price. If the actual discounts differ from those estimated, the difference is also reported as a change in the transaction price. We require prepayment from certain customers. We record any payments received in advance of contracts fulfillment as a contract liability and classified as customer deposits on the consolidated balance sheet. Except for product defects, no right of return exists on the sale of our products. We estimate returns based on historical experience and recognize a returns liability for any estimated returns. As of June 30, 2021, we have no known returns liability. We have an Exclusive Manufacturing Agreement with The Juice Plus+ Company LLC (“Juice Plus+”) through August 6, 2025. Pursuant to the Exclusive Manufacturing Agreement, Juice Plus+ has granted us exclusive rights to manufacture and supply them with certain of their products within 24 countries where Juice Plus+ currently sells those products. Pursuant to this Exclusive Manufacturing Agreement, we provide Juice Plus+ with a cash discount. We recorded $1.6 million of “Cash Sales Discount” for the year ended June 30, 2021, which was recorded as a reduction to net sales. We recorded $1.6 million of “Cash Sales Discount” during the year ended June 30, 2020, with such amounts recorded as a reduction to net sales. We currently own certain U.S. patents, and each patent’s corresponding foreign patent applications. All of these patents and patent rights relate to the ingredient known as beta-alanine marketed and sold under our CarnoSyn® and SR CarnoSyn® trade names. We recorded beta-alanine raw material sales and royalty and licensing income as a component of revenue in the amount of $14.2 million during fiscal 2021 and $12.6 million during fiscal 2020. These royalty income and raw material sale amounts resulted in royalty expense paid to the original patent holders from whom NAI acquired its patents and patent rights. We recognized royalty expense as a component of cost of goods sold in the amount of $0.6 million during fiscal 2021 and $0.5 million during fiscal 2020. Cost of Goods Sold Cost of goods sold includes raw material, labor, manufacturing overhead, and royalty expense. Shipping and Handling Costs We include fees earned on the shipment of our products to customers in sales and include costs incurred on the shipment of product to customers in costs of goods sold. Research and Development Costs As part of the services we provide to our private-label contract manufacturing customers, we may perform, but are not obligated to perform, certain research and development activities related to the development or improvement of their products. While our customers typically do not pay directly for this service, the cost of this service is included as a component of the price we charge to manufacture and deliver their products. We also direct and participate in clinical research studies, often in collaboration with scientists and research institutions, to validate the benefits of a product and provide scientific support for product claims and marketing initiatives. Research and development costs are expensed when incurred. Our research and development expenses for the last two fiscal years ended June 30 were $1.9 million for fiscal 2021 and $1.8 million for fiscal 2020. These costs were included in selling, general and administrative expenses and cost of goods sold. Advertising Costs We expense the production costs of advertising the first time the advertising takes place. We incurred and expensed advertising costs in the amount of $0.8 million during the fiscal year ended June 30, 2021 and $1.4 million during fiscal 2020. These costs were included in selling, general and administrative expenses. 30 Table of Contents Income Taxes The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 in the United States. The CARES Act and related notices include several significant provisions, including delaying certain payroll tax payments, mandatory transition tax payments under the Tax Cuts and Jobs Act (“TCJ Act”), and estimated income tax payments. We filed an amended return for our fiscal 2015 and fiscal 2016 tax years under provisions of the CARES act, as discussed below. We will continue to monitor and assess the impact of the CARES Act, and similar legislation in other countries, with respect to what impact such legislation may have on our business and financial results. On July 23, 2020, the Department of Treasury issued final regulations which provide an exclusion to the global intangible low-taxed income (GILTI) calculation on an elective basis. These regulations were effective September 21, 2020 and may be retroactively applied. Under these new regulations, we are able to exclude the GILTI calculation from our domestic taxable income if the deemed effective tax rate at our foreign subsidiary is greater than 18.9%. We assessed this rate, including the implementation of certain tax strategies, and we have determined that our effective rate at NAIE is greater than 18.9% as of the year ended June 30, 2020. We reassessed our estimated taxes for fiscal 2020 and in the year ended June 30, 2021 we recorded a reduction to our fiscal 2020 estimated taxes of $0.4 million as a discrete benefit. As a result of this adjustment, our domestic tax return for fiscal 2020 reflected a net operating loss which, in accordance with the CARES ACT, we carried back to fiscal 2015 and fiscal 2016, which reflected a higher federal tax rate. Due to this rate differential we have recorded a permanent discrete tax benefit of $0.3 million during the year ended June 30, 2021. For NAIE the result of this tax planning during the year ended June 30, 2021 was an additional foreign estimated tax benefit of $0.1 million. To determine our quarterly provision for income taxes, we use an estimated annual effective tax rate that is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions to which we are subject. Certain significant or unusual items are separately recognized as discrete items in the quarter in which they occur and can be a source of variability in the effective tax rate from quarter to quarter. We recognize interest and penalties related to uncertain tax positions, if any, as an income tax expense. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are measured and recorded using enacted tax rates for each of the jurisdictions in which we operate, and adjusted using the tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income or expense in the period that includes the enactment date. We account for uncertain tax positions using the more-likely-than-not recognition threshold. It is our policy to establish reserves based on management’s assessment of exposure for certain positions taken in previously filed tax returns that may become payable upon audit by tax authorities. Our tax reserves are analyzed quarterly and adjustments are made as events occur that we believe warrant adjustments to the reserves. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of June 30, 2021 and June 30, 2020, we did not record any tax liabilities for uncertain tax positions. We record valuation allowances to reduce our deferred tax assets to an amount that we believe is more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will ultimately be realized based on whether future taxable income will be generated during the periods in which those temporary differences become deductible. During the year ended June 30, 2021, there was no change to our valuation allowance. Stock-Based Compensation We had an omnibus equity incentive plan that was approved by our Board of Directors effective October 15, 2009 and approved by our stockholders at the Annual Meeting of Stockholders held on November 30, 2009 (the "2009 Plan"). The 2009 Plan expired on October 15, 2019. The Board of Directors approved a new omnibus equity incentive plan that became effective January 1, 2021 (the “2020 Plan”), which was approved by our stockholders at the Annual Meeting of Stockholders on December 4, 2020. Under the 2020 Plan, we may grant nonqualified and incentive stock options, restricted stock grants, restricted stock units, stock appreciation rights, and other stock-based awards to employees, non-employee directors and consultants. We estimate the fair value of stock option awards at the date of grant using the Black-Scholes option valuation model. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option valuation models require the use of highly subjective assumptions. Black-Scholes uses assumptions related to volatility, the risk-free interest rate, the dividend yield (which we assume to be zero, as we have not paid any cash dividends) and employee exercise behavior. Expected volatilities used in the model are based on the historical volatility of our stock price. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect in the period of grant. The expected life of stock option grants is derived from historical experience. The fair value of restricted stock shares granted is based on the market price of our common stock on the date of grant. We amortize the estimated fair value of our stock awards to expense over the related vesting periods. We recognize forfeitures as they occur. Use of Estimates Our management has made a number of estimates and assumptions relating to the reporting of assets and liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP). Actual results could differ from those estimates and our assumptions may prove to be inaccurate. 31 Table of Contents Net Income (Loss) per Common Share We compute basic net income per common share using the weighted average number of common shares outstanding during the period, and diluted net income per common share using the additional dilutive effect of all dilutive securities. The dilutive impact of stock options and restricted shares account for the additional weighted average shares of common stock outstanding for our diluted net income per common share computation. We calculated basic and diluted net income per common share as follows (in thousands, except per share data): For the Years Ended June 30, 2021 2020 Numerator Net income (loss) $ 10,768 $ (1,645 ) Denominator Basic weighted average common shares outstanding 6,291 6,695 Dilutive effect of stock options and restricted stock shares 88 — Diluted weighted average common shares outstanding 6,379 6,695 Basic net income (loss) per common share $ 1.71 $ (0.25 ) Diluted net income (loss) per common share $ 1.69 $ (0.25 ) During the year ended June 30, 2021, we excluded shares relating to stock options totaling 22,500 and 52,108 shares of unvested restricted stock, as their impact would have been anti-dilutive. In periods where we have a net loss, stock options and restricted stock are excluded from our calculation of diluted net income (loss) per common share, as their inclusion would have an antidilutive effect. For the year ended June 30, 2020 we recorded a net loss for the year and therefore we excluded shares related to stock options totaling 130,000 and restricted stock totaling 323,904. Concentrations of Credit Risk Financial instruments that subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with highly rated financial institutions. Credit risk with respect to receivables is primarily concentrated with our two largest customers, whose receivable balances collectively represented 64.8% of gross accounts receivable at June 30, 2021 and 65.7% at June 30, 2020. As of June 30, 2021, we had a receivable balance of $3.5 million and as of June 30, 2020 we had a receivable balance of $3.3 million from a former contract manufacturing customer. We have recorded a bad debt reserve equal to 100% of this outstanding balance and thus did not reflect it in the percentages listed above. Additionally, amounts due related to our beta-alanine raw material sales were 8.6% of gross accounts receivable at June 30, 2021 and 2.5% of gross accounts receivable at June 30, 2020. Concentrations of credit risk related to the remaining accounts receivable balances are limited due to the number of customers comprising our remaining customer base. B. Inventories Inventories, net, consisted of the following at June 30 (in thousands): 2021 2020 Raw materials $ 20,668 $ 20,863 Work in progress 3,760 3,447 Finished goods 3,050 4,936 Reserve (472 ) (1,274 ) $ 27,006 $ 27,972 The inventory reserve as of June 30, 2020, included a reserve of $1.0 million related to Kaged Muscle while the inventory reserve as of June 30, 2021 did not include any amounts related to this former customer. During fiscal 2021, through our efforts working with this former customer, we recovered $0.8 million of the amount that was reserved during the year ended June 30, 2020 and the remaining inventory balance and related reserve was converted to accounts receivable and allowance for doubtful accounts. 32 Table of Contents C. Property and Equipment Property and equipment consisted of the following at June 30 (dollars in thousands): Depreciable Life In Years 2021 2020 Land NA $ 1,200 $ 1,200 Building and building improvements 7 – 39 3,757 3,743 Machinery and equipment 3 – 12 35,458 33,405 Office equipment and furniture 3 – 5 5,712 5,318 Vehicles 3 255 255 Leasehold improvements 1 – 15 20,236 18,031 Total property and equipment 66,618 61,952 Less: accumulated depreciation and amortization (44,347 ) (40,429 ) Property and equipment, net $ 22,271 $ 21,523 Depreciation expense was approximately $4.3 million in fiscal 2021 and $4.0 million in fiscal 2020. D. Leases On July 1, 2019, we adopted FASB Accounting Standards Codification, or ASC, Topic 842, Leases , or ASC 842, which requires the recognition of the right-of-use assets and related operating and finance lease liabilities on the balance sheet. As permitted by ASC 842, we elected the adoption date of July 1, 2019, which is the date of initial application. Under ASC 842, all leases greater than one year are required to be recorded on the balance sheet and are classified as either operating leases or finance leases. The lease classification affects the expense recognition in the income statement. Operating lease expenses are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense. We adopted ASC 842 using a modified retrospective approach for all leases existing at July 1, 2019. The adoption of ASC 842 had a substantial impact on our balance sheet. The most significant impact was the recognition of the operating lease right-of-use assets and the liability for operating leases. As of July 1, 2019, we had no finance leases. Upon adoption, leases that were previously classified as operating leases under ASC 840 were classified as operating leases under ASC 842, and we recorded an adjustment of $20.7 million to operating lease right-of-use assets and an adjustment of $20.9 million to the related lease liability. The lease liability is based on the present value of the remaining minimum lease payments, determined under ASC 842, discounted using our secured incremental borrowing rate at the effective date of July 1, 2019, and using the expected lease term, including any optional renewals, as the tenor. As permitted under ASC 842, we elected several practical expedients that permit us to not reassess (1) whether existing contracts are or contain a lease, (2) the classification of existing leases, and (3) whether previously capitalized costs continue to qualify as initial indirect costs. The application of the practical expedients did not have a significant impact on the measurement of the operating lease liability. Other information related to leases was as follows (in thousands) for the year ended June 30, Supplemental Cash Flows Information 2021 2020 Cash paid for amounts included in the measurement of operating lease Liabilities $ 3,298 $ 3,453 Operating lease liabilities arising from recording Right of Use Assets upon adoption of ASC 842 — 20,897 Operating lease liabilities arising from obtaining Right of Use Assets for new leases 187 120 We lease substantially all of our product manufacturing and support office space used to conduct our business. For contracts entered into on or after that effective date, at the inception of a contract we assess whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period of the contract, and (3) whether we have the right to direct the use of the asset during such time period. At inception of a lease, we allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Leases are classified as either finance leases or operating leases. A lease must be classified as a finance lease if any of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any of these criteria. Substantially all our operating leases are comprised of payments for the use of manufacturing space. We have no leases classified as finance leases. As of June 30, 2021, the weighted average remaining lease term for our operating leases was 6.3 years. The weighted average discount rate for our operating leases was 3.24%. As of June 30, 2020, the weighted average remaining lease term for our operating leases was 7.2 years. The weighted average discount rate for our operating leases was 3.24%. For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. 33 Table of Contents The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, our secured incremental borrowing rate for the same term as the underlying lease. For our real estate and other operating leases, we use our secured incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early. Some of our manufacturing leases contain variable lease payments, including payments based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and separated into lease and non-lease components based on the initial amount stated in the lease or standalone selling prices. Lease components are included in the measurement of the initial lease liability. Additional payments based on the change in an index or rate, or payments based on a change in our portion of the operating expenses, including real estate taxes and insurance, are recorded as a period expense when incurred. Lease modifications result in remeasurement of the lease liability. Lease expense for operating leases consists of the lease payments plus any initial direct costs, primarily brokerage commissions, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the right-of-use asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. We have elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-term leases on our right-of-use asset and lease liability was not material. E. Other comprehensive loss Other comprehensive (loss) income (“OCL” and “OCI”) consisted of the following at June 30 (dollars in thousands): Year Ended June 30, 2021 Defined Benefit Pension Plan Unrealized (Losses) Gains on Cash Flow Hedges Total Balance as of June 30, 2020 $ (888 ) $ (295 ) $ (1,183 ) OCI/OCL before reclassifications 337 (2,817 ) (2,480 ) Amounts reclassified from OCI 123 3,173 3,296 Tax effect of OCI activity (110 ) (84 ) (194 ) Net current period OCI/OCL 350 272 622 Balance as of June 30, 2021 $ (538 ) $ (23 ) $ (561 ) Year Ended June 30, 2020 Defined Benefit Pension Plan Unrealized (Losses) Gains on Cash Flow Hedges Total Balance as of June 30, 2019 $ (491 ) $ 783 $ 292 ASU 2018-02 Adjustment (74 ) (54 ) (128 ) OCI/OCL before reclassifications (404 ) 1,400 988 Amounts reclassified from OCI (20 ) (2,747 ) (2,759 ) Tax effect of OCI activity 101 323 424 Net current period OCI/OCL (397 ) (1,078 ) (1,475 ) Balance as of June 30, 2020 $ (888 ) $ (295 ) $ (1,183 ) 34 Table of Contents F. Debt On May 24, 2021, we entered into a new credit facility with Wells Fargo Bank, N.A. to extend the maturity for our working line of credit from November 1, 2022, to May 24, 2024. This new credit facility provides total lending capacity of up to $20.0 million and allows us to use the credit facility for working capital as well as potential acquisitions. Under the terms of the Credit Agreement, borrowings are subject to eligibility requirements including maintaining (i) a ratio of total liabilities to tangible net worth of not greater than 1.25 to 1.0 at any time; and (ii) a ratio of total current assets to total current liabilities of not less than 1.75 to 1.0 at each fiscal quarter end (iii) net income after taxes not less than $1.00, determined on a trailing four quarter basis with no two consecutive quarterly losses, determined as of each quarter end. The credit agreement also includes a limitation on the amount of capital expenditures that can be made in a given fiscal year, with such limitation set at $10.0 million for our fiscal year ending June 30, 2022 and $7.5 million for all fiscal years thereafter Any amounts outstanding under the line of credit will bear interest at a fixed or fluctuating interest rate as elected by us from time to time; provided, however, that if the outstanding principal amount is less than $100,000 such amount shall bear interest at the then applicable fluctuating rate of interest. If elected, the fluctuating rate per annum would be equal to 1.25% above the daily one month LIBOR rate as in effect from time to time. If a fixed rate is elected, it would equal a per annum rate of 1.25% above the LIBOR rate in effect on the first day of the applicable fixed rate term. Any amounts outstanding under the line of credit must be paid in full on or before the maturity date. Amounts outstanding that are subject to a fluctuating interest rate may be prepaid at any time without penalty. Amounts outstanding that are subject to a fixed interest rate may be prepaid at any time in minimum amounts of $100,000, subject to a prepayment fee equal to the sum of the discounted monthly differences between payment under a fixed rate versus payment under the variable rate for each month from the month of prepayment through the month in which the then applicable fixed rate term matures. There is an unused commitment fee of 0.125% required as part of this new credit facility. Our obligations under the Credit Agreement are secured by our accounts receivable and other rights to payment, general intangibles, inventory, equipment and fixtures. We also have credit approval with Wells Fargo Bank, N.A. which allows us to hedge foreign currency exposures up to 30 months in the future. We also have credit approval with Bank of America which allows us to hedge foreign currency exposures up to 24 months in the future. On June 30, 2021, we were in compliance with all of the financial and other covenants required under the Credit Agreement. In light of the global economic uncertainty related to COVID-19 and as a preventative measure to provide our business with potentially necessary liquidity, and out of an abundance of caution, we withdrew $10.0 million from our credit facility with Wells Fargo during the year ended June 30, 2020. During February 2021 we fully repaid the entire balance of our $10.0 million credit line with Wells Fargo, bringing our debt under the line to zero. As of June 30, 2021, we had the full $20.0 million available for borrowing under our credit facility with Wells Fargo Bank. G. Income Taxes During fiscal 2021, we recorded U.S.-based domestic tax expense of $0.6 million. During fiscal 2020, we recorded U.S.-based domestic tax benefit of $0.8 million. The following is a geographical breakdown of income (loss) before income taxes (in thousands): 2021 2020 United States $ 7,462 $ (5,742 ) Foreign 4,663 4,004 Total income (loss) before income taxes $ 12,125 $ (1,738 ) The provision for income taxes for the years ended June 30 consisted of the following (in thousands): 2021 2020 Current: Federal $ 274 $ 31 State 59 4 Foreign 1,238 728 1,571 763 Deferred: Federal 44 (641 ) State 211 (215 ) Foreign (469 ) — (214 ) (856 ) Total provision (benefit) for income taxes $ 1,357 $ (93 ) 35 Table of Contents Net deferred tax assets and deferred tax liabilities as of June 30 were as follows (in thousands): 2021 2020 Deferred tax assets: Inventory capitalization $ 259 $ 412 Inventory reserves 143 301 Pension liability 150 260 Lease liability 2,477 2,732 Net operating loss carry forward 94 245 Accrued compensation 568 — Stock-based compensation 96 157 Forward contracts 8 93 Tax credit carry forward 300 340 Allowance for bad debt 863 819 Other, net 3 246 Total gross deferred tax assets 4,961 5,605 Deferred tax liabilities: Withholding taxes (1,133 ) (1,133 ) Fixed Assets (997 ) (1,011 ) Foreign inventory reserves — (469 ) Lease asset (2,413 ) (2,681 ) Other, net (204 ) (115 ) Deferred tax liabilities (4,747 ) (5,409 ) Net deferred tax assets $ 214 $ 196 At June 30, 2021, we had state tax net operating loss carry forwards of approximately $1.3 million. Under California Assembly Bill 85, effective June 29, 2020, net operating loss deductions were suspended for tax years beginning in 2019, 2020, and 2021 and the carry forward periods of any net operating losses not utilized due to such suspension were extended. Our state tax loss carry forwards will begin to expire in fiscal 2029, unless used before their expiration. Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), the annual use of the net operating loss carry forwards and research and development tax credits could be limited by any greater than 50% ownership change during any three-year testing period. We did not have any ownership changes that met this criterion during the fiscal years ended June 30, 2021 and June 30, 2020. We are subject to taxation in the U.S., Switzerland and various state jurisdictions. Our tax years for the fiscal year ended June 30, 2015 and forward are subject to examination by the U.S. tax authorities. Our tax years for the fiscal years ended June 30, 2017 and forward are subject to examination by the state tax authorities. Our tax years for the fiscal year ended June 30, 2020 and forward are subject to examination by the Swiss tax authorities. NAIE’s effective tax rate for the fiscal year ending June 30, 2021 for Swiss federal, cantonal and communal taxes is approximately 16.5%. Excluding the discrete tax item recorded as part of the GILTI final regulations, NAIE’s effective tax rate for the year ending June 30, 2021 is 18.9%. As part of the Tax Cuts and Jobs Act of 2017 (the Tax Act), we were required to recognize a one-time deemed repatriation transition tax during the fiscal year ended June 30, 2018 based on our total post-1986 earnings and profits (E&P) from our Swiss subsidiary, NAIE. This accumulated E&P amount has historically been considered permanently reinvested thereby allowing us to defer recognizing any U.S. income tax on the amount. We no longer consider undistributed foreign earnings from NAIE as of December 31, 2017 as indefinitely reinvested. We consider earnings accumulated subsequent to December 31, 2017 as indefinitely reinvested. 36 Table of Contents A reconciliation of our income tax provision computed by applying the statutory federal income tax rate of 21% for fiscal 2021 and for fiscal 2020 to net income before income taxes for the year ended June 30 is as follows (dollars in thousands): 2021 2020 Income taxes computed at statutory federal income tax rate $ 2,546 $ (364 ) State income taxes, net of federal income tax expense 189 (174 ) Permanent Differences (6 ) 155 Foreign tax rate differential (210 ) (112 ) Tax credits (60 ) — FDII export sales incentive (137 ) — Stock based compensation (231 ) — Global intangible low-taxed income (GILTI) 28 402 GILTI final regulations planning (436 ) — CARES Act rate differential (326 ) — Income tax provision as reported $ 1,357 $ (93 ) Effective tax rate 11.3 % 5.4 % The effective tax rate for the year ended June 30, 2021 was 11.3%. The effective tax rate for the year ended June 30, 2021 differs from the estimated U.S. federal statutory rate of 21% due primarily to the global intangible low-taxed income (GILTI) enacted as part of the Tax Act, and permanent differences, which primarily include discrete tax items related to stock option exercises and employee stock vesting. In comparison, the effective tax rate for the year ended June 30, 2020 was 5.4%. The effective tax rate for the year ended June 30, 2020 differs from the estimated U.S. federal statutory rate of 21% due primarily to the global intangible low-taxed income (GILTI) enacted as part of the Tax Act, and permanent differences, which primarily include discrete tax items related to employee stock vesting. We expect our U.S. federal statutory rate to be 21% for fiscal years going forward. H. Employee Benefit Plans 401(k) Plan We have a profit sharing plan pursuant to Section 401(k) of the Code, whereby participants may contribute a percentage of compensation not in excess of the maximum allowed under the Code. All employees with six months or longer of continuous employment are eligible to participate in the plan. Under the 401(k) plan, we match 100% of the first 3% and 50% of the next 2% of a participant’s compensation contributed to the plan. The total contributions under the plan charged to income from operations totaled $0.4 million for fiscal 2021 and $0.3 million for fiscal 2020. We have a “Cafeteria Plan” pursuant to Section 125 of the Code, whereby health care benefits are provided for active employees through insurance companies. Substantially all active full-time employees are eligible for these benefits. We recognize the cost of providing these benefits by expensing the annual premiums, which are based on benefits paid during the year. The premiums expensed to income from operations for these benefits totaled $1.2 million for the fiscal year ended June 30, 2021 and $1.4 million for the fiscal year ended June 30, 2020. Deferred Compensation Plan Effective July 16, 2020, the Board of Directors approved and adopted a Non-Qualified Incentive Plan (the “Incentive Plan”). Pursuant to the Incentive Plan, the Human Resources Committee and the Board of Directors may make deferred cash payments or other cash awards (“Awards”) to directors, officers, employees and eligible consultants of NAI, (“Participants”). These Awards are made subject to conditions precedent that must be met before NAI is obligated to make the payment. The purpose of the Incentive Plan is to enhance the long-term stockholder value of NAI by providing the Human Resources Committee and the Board of Directors the ability to make deferred cash payments or other cash awards to encourage Participants to serve NAI or to remain in the service of NAI, or to assist NAI to achieve results determined by the Human Resources Committee or the Board of Directors to be in NAI's best interest. The Incentive Plan authorizes the Human Resources Committee or the Board of Directors to grant to, and administer, unsecured and deferred cash Awards to Participants and to subject each Award to whatever conditions are determined appropriate by the Human Resources Committee or the Board of Directors. The terms of each Award, including the amount and any conditions that must be met to be entitled to payment of the Award are set forth in an Award Agreement between each Participant and NAI. The Incentive Plan provides the Board of Directors with the discretion to set aside assets to fund the Incentive Plan although that has not been done to date. During the year ended June 30, 2021, we granted a total of $1.5 million in deferred cash awards to members of our Board of Directors and certain key members of our management team. Each deferred cash award provides for three equal cash payments to the applicable Participant to be paid on the one year, two year, and three year anniversaries of the date of the grant of such Awards, (the “Award Date”); provided on the date of each payment (the “Payment Date”), the Participant has been since Award Date, and continues to be through the Payment Date, a member of our Board of Directors or an employee of NAI. In the event a Participant ceases to be an employee of NAI or a member of our Board of Directors prior to any Payment Date, no further payments shall be made in connection with the Award. 37 Table of Contents Defined Benefit Pension Plan We formerly sponsored a defined benefit pension plan, which provides retirement benefits to employees based generally on years of service and compensation during the last five years before retirement. Effective June 21, 1999, we adopted an amendment to freeze benefit accruals to the participants. Annually, we contribute an amount not less than the minimum funding requirements of the Employee Retirement Income Security Act of 1974 nor more than the maximum tax-deductible amount. Disclosure of Funded Status The following table sets forth the defined benefit pension plan’s funded status and amount recognized in our consolidated balance sheets at June 30 (in thousands): 2021 2020 Change in Benefit Obligation: Benefit obligation at beginning of year $ 2,035 $ 1,615 Interest cost 39 46 Actuarial loss (43 ) 380 Benefits paid (211 ) (6 ) Benefit obligation at end of year $ 1,820 $ 2,035 Change in Plan Assets: Fair value of plan assets at beginning of year $ 1,339 $ 1,369 Actual return on plan assets 294 (24 ) Employer contributions 7 — Benefits paid (211 ) (6 ) Plan expenses — — Fair value of plan assets at end of year $ 1,429 $ 1,339 Reconciliation of Funded Status: Difference between benefit obligation and fair value of plan assets $ (391 ) $ (696 ) Unrecognized net actuarial loss in accumulated other comprehensive income 626 1,087 Net amount recognized $ 235 $ 391 Projected benefit obligation $ 1,820 $ 2,035 Accumulated benefit obligation $ 1,820 $ 2,035 Fair value of plan assets $ 1,429 $ 1,339 The weighted-average discount rate used for determining the projected benefit obligations for the defined benefit pension plan was 2.74% for the year ended June 30, 2021 and 2.45% during the year ended June 30, 2020. Net Periodic Benefit Cost The components included in the defined benefit pension plan’s net periodic benefit expense for the fiscal years ended June 30 were as follows (in thousands): 2021 2020 Interest cost $ 39 $ 46 Expected return on plan assets (59 ) (69 ) Recognized actuarial loss 110 50 Settlement loss 73 — Net periodic benefit expense $ 163 $ 27 In the fiscal year ended June 30, 2021, we contributed $7,000 to our defined benefit pension plan. In the fiscal year ended June 30, 2020, we did not contribute to our defined benefit pension plan. The following is a summary of changes in plan assets and benefit obligations recognized in other comprehensive income (loss) (in thousands): 2021 2020 Net (gain) loss $ (277 ) $ 481 Settlement loss (73 ) — Amortization of net loss (110 ) (57 ) Plan expenses — — Total recognized in other comprehensive (loss) income $ (460 ) $ 424 Total recognized in net periodic benefit cost and other comprehensive income $ (297 ) $ 451 38 Table of Contents The estimated net loss for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $34,000. We do not have any transition obligations or prior service costs recorded in accumulated other comprehensive income. The following benefit payments are expected to be paid (in thousands): 2022 $ 787 2023 109 2024 — 2025 323 2026 16 2027-2031 345 Total benefit payments expected to be paid $ 1,580 The weighted-average rates used for the years ended June 30 in determining the defined benefit pension plan’s net pension costs, were as follows: 2021 2020 Discount rate 2.74 % 2.45 % Expected long-term rate of return 6.60 % 6.50 % Compensation increase rate N/A N/A Our expected rate of return is determined based on a methodology that considers historical returns of multiple classes analyzed to develop a risk free real rate of return and risk premiums for each asset class. The overall rate for each asset class was developed by combining a long-term inflation component, the risk free real rate of return, and the associated risk premium. A weighted average rate was developed based on those overall rates and the target asset allocation of the plan. Our defined benefit pension plan’s weighted average asset allocation at June 30 and weighted average target allocation were as follows: 2021 2020 Target Allocation Equity securities 62 % 52 % 54 % Debt securities 25 % 32 % 43 % Commodities 12 % 12 % 0 % Cash and money market funds 1 % 4 % 3 % 100 % 100 % 100 % The underlying basis of the investment strategy of our defined benefit pension plan is to ensure that pension funds are available to meet the plan’s benefit obligations when due. Our investment strategy is a long-term risk controlled approach using diversified investment options with relatively minimal exposure to volatile investment options like derivatives. The fair values by asset category of our defined benefit pension plan at June 30, 2021 were as follows (in thousands): Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and money market funds $ 9 $ 9 $ — $ — Commodities and other $ 172 $ 172 $ — $ — Equity securities (1) $ 882 $ 882 $ — $ — Debt securities (2) $ 366 $ 366 $ — $ — Total $ 1,429 $ 1,429 $ — $ — (1) This category is comprised of publicly traded funds, of which 83% are large-cap funds, 10% are developed market funds, and 7% are emerging markets equity funds. (2) This category is comprised of publicly traded funds, of which 52% are U.S. fixed income funds and 48% are corporate and foreign market fixed income funds. 39 Table of Contents I. Stockholders ’ Equity Treasury Stock On September 18, 2020, the Board of Directors authorized a $2.0 million increase to our stock repurchase plan (“Repurchase Plan”), thus bringing the total authorized repurchase amount to $12.0 million. On March 12, 2021, the Board of Directors authorized an additional $3.0 million increase to the Repurchase Plan, thus bringing the total authorized repurchase amount to $15.0 million. Under the Repurchase Plan, we may, from time to time, purchase shares of our common stock, depending upon market conditions, in open market or privately negotiated transactions. Treasury Stock repurchases for the year ended June 30, 2021 were as follows: Shares Average Cost Total Cost (in thousands) Shares purchased under Repurchase Plan 385,822 $ 8.28 $ 3,197 Shares acquired in connection with stock option exercises 30,442 9.95 303 Shares acquired from employees for restricted stock vesting 47,228 13.69 647 Total 463,492 $ 4,147 Treasury Stock repurchases for the year ended June 30, 2020 were as follows: Shares Average Cost Total Cost (in thousands) Shares purchased under Repurchase Plan 400,787 $ 8.25 $ 3,305 Shares acquired in connection with stock option exercises — — — Shares acquired from employees for restricted stock vesting 61,913 7.14 442 Total 462,700 $ 3,747 Treasury stock repurchase costs include commissions and fees. Shares acquired from employees for restricted stock vesting and stock options exercises were returned to us by the related employees and in return we paid each employee’s required tax withholding resulting from the vesting of restricted shares. The valuation of the shares acquired and thereby the number of shares returned to us was calculated based on the closing share price on the date the shares vested. Stock Incentive Plans Stock option activity for the year ended June 30, 2021 was as follows: 2009 Plan Weighted Average Exercise Price Weighted Average Contractual Term (in years) Aggregate Intrinsic Value Vested and exercisable at June 30, 2020 130,000 $ 6.28 Exercised (130,000 ) $ 6.28 Forfeited — $ — Granted — $ — Outstanding at June 30, 2021 — $ — — $ — Vested and exercisable at June 30, 2021 — $ — — $ — Of the 130,000 options exercised, 120,000 of these option exercises were cashless net exercises resulting in the issuance of 55,915 shares for the year ended June 30, 2021. Stock option activity for the year ended June 30, 2020 was as follows: 2009 Plan Weighted Average Exercise Price Weighted Average Contractual Term (in years) Aggregate Intrinsic Value Vested and exercisable at June 30, 2019 130,000 $ 6.28 Exercised — $ — Forfeited — $ — Granted — $ — Outstanding at June 30, 2020 130,000 $ 6.28 0.59 $ 150,400 Vested and exercisable at June 30, 2020 130,000 $ 6.28 0.59 $ 150,400 40 Table of Contents Restricted stock activity for the year ended June 30, 2021 was as follows: Number of Shares – 2009 Plan Weighted Average Grant Date Fair Value Nonvested at June 30, 2020 197,650 $ 11.06 Granted — $ — Vested (136,326 ) $ 10.88 Forfeited — $ — Nonvested at June 30, 2021 61,324 $ 11.47 Available for grant at June 30, 2021 — Number of Shares – 2020 Plan Weighted Average Grant Date Fair Value Nonvested at June 30, 2020 — $ — Granted 91,773 $ 16.81 Vested (4,000 ) $ 16.81 Forfeited — $ — Nonvested at June 30, 2021 87,773 $ 16.81 Available for grant at June 30, 2021 608,227 Restricted stock activity for the year ended June 30, 2020 was as follows: Number of Shares – 2009 Plan Weighted Average Grant Date Fair Value Nonvested at June 30, 2019 383,988 $ 10.70 Granted 5,000 $ 8.50 Vested (176,338 ) $ 10.33 Forfeited (15,000 ) $ 9.65 Nonvested at June 30, 2020 197,650 $ 11.06 Restricted stock grants, granted to members of our Board of Directors and certain key members of our management team, vest over a period of years from the date of grant and the unvested shares cannot be sold or otherwise transferred and the right to receive dividends, if declared by our Board of Directors, is forfeitable until the shares become vested. The total remaining unrecognized compensation cost related to unvested restricted stock shares amounted to $1.8 million at June 30, 2021 and the weighted average remaining requisite service period of unvested restricted stock shares was 1.9 years. J. Commitments We lease a total of 162,000 square feet at our manufacturing facility in Vista, California from an unaffiliated third party under a non-cancelable operating lease. On July 31, 2013, we executed a third amendment to the lease for our manufacturing facility in Vista, CA. As a result of this amendment, our facility lease has been extended through March 2024. NAIE leases facility space in Manno, Switzerland from two unaffiliated third parties. The leased spaces total approximately 125,000 square feet . We primarily use the facilities for manufacturing, packaging, warehousing and distributing nutritional supplement products for the European and Asian marketplaces. On July 1, 2019, NAIE extended the lease on its main manufacturing facility for an additional five years through June 30, 2024. On November 5, 2018, NAIE entered into a lease with Sofinol SA for approximately 2,870 square meters of commercial warehouse space in a building located on the property adjacent to the leasehold for the primary existing NAIE facility in Manno Switzerland. NAIE uses the space primarily for raw material storage. The lease is for an initial five-year term commencing on January 1, 2019 and NAIE can terminate the lease with 12 months advance notice given on June 30th or December 31st each year of the initial term. At the end of the initial term the lease converts to a year to year lease at the same rental rate terminable by NAIE or the landlord upon 12 months' advance notice. Minimum rental commitments (exclusive of property tax, insurance and maintenance) under all non-cancelable operating leases with initial or remaining lease terms in excess of one year, including the lease agreements referred to above, are set forth below as of June 30, 2021 (in thousands): 2022 2023 2024 2025 2026 There- after Total Gross minimum rental commitments $ 3,193 $ 3,186 $ 2,659 $ — $ — $ — $ 9,038 Rental expense totaled $3.4 million for the fiscal year ended June 30, 2021 and $3.2 million for the fiscal year ended June 30, 2020. 41 Table of Contents K. Economic Dependency We had substantial net sales to certain customers during the fiscal years ended June 30 shown in the following table. The loss of any of these customers, or a significant decline in sales or the growth rate of sales to these customers, or in their ability to make payments when due, could have a material adverse impact on our net sales and net income. Net sales to any one customer representing 10% or more of the respective year’s consolidated net sales were as follows (dollars in thousands): Fiscal 2021 Fiscal 2020 Customer 1 $ 90,820 $ 52,462 Customer 2 25,410 24,692 $ 116,230 $ 77,154 Accounts receivable from these customers totaled $14.0 million at June 30, 2021 and $13.4 million at June 30, 2020. We buy certain products, including beta-alanine, from a single supplier. The loss of this supplier or other raw material suppliers could have a material adverse impact on our net sales and net income. Raw material purchases from any one supplier representing 10% or more of the respective period’s total raw material purchases were as follows (dollars in thousands): Year ended June 30, 2021 2020 Raw Material Purchases by Supplier % of Total Raw Material Purchases Raw Material Purchases by Supplier % of Total Raw Material Purchases Supplier 1 $ 23,033 24 % (a) (a) % Supplier 2 (a) (a) 6,356 10 $ 23,033 24 % $ 6,356 10 % (a) Purchases were less than 10% of the respective period’s total raw material purchases. L. Derivatives and Hedging We are exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to forecasted product sales denominated in foreign currencies and transactions of NAIE, our foreign subsidiary. As part of our overall strategy to manage the level of exposure to the risk of fluctuations in foreign currency exchange rates, we may use foreign exchange contracts in the form of forward contracts. There can be no guarantee any such contracts, to the extent we enter into such contracts, will be effective hedges against our foreign currency exchange risk. During the year ended June 30, 2021 and prior, we entered into forward contracts designated as cash flow hedges primarily to protect against the foreign exchange risks inherent in our forecasted sales of products at prices denominated in currencies other than the U.S. dollar. These contracts are expected to be settled through August 2022. For derivative instruments that are designated and qualify as cash flow hedges, we record the effective portion of the gain or loss on the derivative in accumulated other comprehensive income (OCI) as a separate component of stockholders’ equity and subsequently reclassify these amounts into earnings in the period during which the hedged transaction is recognized in earnings. For foreign currency contracts designated as cash flow hedges, hedge effectiveness is measured using the spot rate. Changes in the spot-forward differential are excluded from the test of hedge effectiveness and are recorded currently in earnings as revenue. We measure effectiveness by comparing the cumulative change in the hedge contract with the cumulative change in the hedged item as well as ensuring the assumptions we made at hedge inception have not materially changed. No hedging relationships were terminated as a result of ineffective hedging for the years ended June 30, 2021 and June 30, 2020. We monitor the probability of forecasted transactions as part of the hedge effectiveness testing on a quarterly basis. As of June 30, 2021, the notional amounts of our foreign exchange contracts were $60.4 million (€51.3 million). As of June 30, 2021, a net loss of approximately $33,000 offset by $8,000 of deferred taxes, related to derivative instruments designated as cash flow hedges was recorded in OCI. As of June 30, 2020, a net loss of approximately $0.4 million, offset by $0.1 million of deferred taxes, related to derivative instruments designated as cash flow hedges was recorded in OCI. It is expected that $6,000 of the gross loss as of June 30, 2021, will be reclassified into earnings in the next 12 months along with the earnings effects of the related forecasted transactions. As of June 30, 2021, $0.6 million of the fair value of our cash flow hedges was classified as a current liability, and $4,000 was classified as a long-term liability in our Consolidated Balance Sheets. During the year ended June 30, 2021, we recognized $2.8 million of net losses in OCI, reclassified $3.2 million of losses and forward point amortization from OCI to Net Sales. During the year ended June 30, 2020, we recognized $1.4 million of net gains in OCI, reclassified $2.7 million of gains and forward point amortization from OCI to Net Sales, and reclassified $0.1 million of gains from OCI to Other Income. For foreign currency contracts not designated as cash flow hedges, changes in the fair value of the hedge are recorded directly to foreign exchange gain or loss in other income in an effort to offset the change in valuation of the underlying hedged item. During the year ended June 30, 2021 we entered into forward contracts in order to hedge foreign exchange risk associated with our lease liability at NAIE, which is denominated in Swiss Francs (CHF). As of June 30, 2021, the notional amounts of our foreign exchange contracts not designated as cash flow hedges were approximately $6.2 million (CHF 5.5 million). As of June 30, 2021, $0.2 million of the fair value of our foreign exchange contracts not designated as cash flow hedges was classified as a current liability in our Consolidated Balance Sheets. 42 Table of Contents M. Contingencies From time to time, we become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. These matters may relate to product liability, employment, intellectual property, tax, regulation, contract or other matters. The resolution of these matters as they arise will be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of significant financial and managerial resources. While unfavorable outcomes are possible, based on available information, we generally do not believe the resolution of these matters will result in a material adverse effect on our business, consolidated financial condition, or results of operations and the price of our common stock. However, a settlement payment or unfavorable outcome could adversely impact our results of operations. Our evaluation of the likely impact of these actions could change in the future and we could have unfavorable outcomes we do not expect. COVID-19 Pandemic The Company continues to monitor and evaluate the risks to public health and the impact on overall global business activity related to the COVID-19 pandemic, including potential impacts on our employees, customers, suppliers and financial results. As the situation remains fluid, it is difficult to predict the duration and scope of the pandemic and its impact on the Company’s business. However, it may result in a material adverse impact to the Company’s financial position, operations and cash flows if conditions persist or worsen. N. Segment Information Our business consists of two segments for financial reporting purposes. The two segments are identified as (i) private-label contract manufacturing, which primarily relates to the provision of private-label contract manufacturing services to companies that market and distribute nutritional supplements and other health care products, and (ii) patent and trademark licensing, which primarily includes direct raw material sales and royalty income from our license and supply agreements associated with the sale and use of beta-alanine under our CarnoSyn® and SR CarnoSyn® trade names. We evaluate performance based on a number of factors. The primary performance measures for each segment are net sales and income or loss from operations before corporate allocations. Operating income or loss for each segment does not include corporate general and administrative expenses, interest expense and other miscellaneous income and expense items. Corporate general and administrative expenses include, but are not limited to: human resources, corporate legal, finance, information technology, and other corporate level related expenses, which are not allocated to any segment. Transfers of raw materials between segments are recorded at cost. The accounting policies of our segments are the same as those described in the summary of significant accounting policies in Note A. Our operating results by business segment for the years ended June 30 were as follows (in thousands): 2021 2020 Net Sales Private-label contract manufacturing $ 164,310 $ 106,291 Patent and trademark licensing 14,210 12,585 $ 178,520 $ 118,876 2021 2020 Income (Loss) from Operations Private-label contract manufacturing $ 17,744 $ 4,030 Patent and trademark licensing 4,442 2,508 Income from operations of reportable segments 22,186 6,538 Corporate expenses not allocated to segments (8,514 ) (8,047 ) $ 13,672 $ (1,509 ) 2021 2020 Assets Private-label contract manufacturing $ 95,324 $ 100,094 Patent and trademark licensing 24,957 20,109 $ 120,281 $ 120,203 Our private-label contract manufacturing products are sold both in the U.S. and in markets outside the U.S., including Europe, Canada, Australia, New Zealand, Mexico and Asia. Our primary markets outside the U.S. are Europe and Asia. Our patent and trademark licensing activities are primarily based in the U.S. Net sales by geographic region, based on the customers’ location, for the two years ended June 30 were as follows (in thousands): 2021 2020 United States $ 94,702 $ 66,912 Markets outside the United States 83,818 51,964 Total net sales $ 178,520 $ 118,876 Products manufactured by NAIE accounted for 77% of consolidated net sales in markets outside the U.S. in fiscal 2021 and 89% in fiscal 2020. No products manufactured by NAIE were sold in the U.S. during the fiscal years ended June 30, 2021 and 2020. 43 Table of Contents Long-lived assets by geographic region, based on the location of the company or subsidiary at which they were located or made, for the two years ended June 30 were as follows (in thousands): 2021 2020 United States $ 21,109 $ 21,769 Europe 17,039 18,108 Total Long-Lived Assets $ 38,148 $ 39,877 Total assets by geographic region, based on the location of the company or subsidiary at which they were located or made, for the two years ended June 30 were as follows (in thousands): 2021 2020 United States $ 67,307 $ 66,489 Europe 52,974 53,714 Total Assets $ 120,281 $ 120,203 Capital expenditures by geographic region, based on the location of the company or subsidiary at which they were located or made, for the two years ended June 30 were as follows (in thousands): 2021 2020 United States $ 2,336 $ 1,530 Europe 2,771 3,011 Total Capital Expenditures $ 5,107 $ 4,541 O. Subsequent Events On August 18, 2021, we entered into an amendment of our credit facility with Wells Fargo Bank, N.A.. The amended credit facility added a $10.0 million term loan to the existing $20.0 million credit facility, and permitted us to use the $10.0 million term loan as part of the $17.5 million purchase consideration for the acquisition of a manufacturing and warehouse property in Carlsbad California. In addition to the added borrowing capacity, the financial covenants included in the credit agreement were modified such that the ratio of total liabilities to tangible net worth is now required to be not greater than 1.50 to 1.0 at any time and now requires a rolling 4-quarter fixed charge coverage ratio not less than 1.25 to 1.0 as of each fiscal quarter end. The amended credit agreement also increased the allowed capital expenditures for fiscal 2022 to increase from $10.0 million to $15.0 million (exclusive of amount paid for the acquisition of the property noted below). The Credit Agreement was amended and a new Revolving Line of Credit Note, Security Agreement, Term Note and real property security documents were added to the credit facility. On August 20, 2021, we acquired a manufacturing and warehouse property in Carlsbad California from an unrelated party for $17.5 million. We financed $10.0 million of the purchase price through a term loan pursuant to our recently amended credit facility with Wells Fargo Bank, N.A. and paid the remainder of the purchase price and closing costs with our available cash. The approximately 54,154 square foot building includes environmentally controlled warehouse space, office and additional non-environmentally controlled warehouse space. We intend to retrofit a significant portion of the building into a dedicated high-volume powder blending and packaging facility. This new facility will also provide us with additional raw material storage capacity, and offices. On September 3, 2021, we purchased four forward contracts designated and effective as cash flow hedges to protect against the foreign currency exchange risk inherent in a portion of our forecasted sales transactions denominated in Euros. The four contracts expire quarterly beginning November 2022 and ending August 2023. The forward contracts have a notional amount of €17.2 million and a weighted average forward rate of 1.1993. On September 18, 2021, two of our directors resigned without disagreement as to any matter regarding the Company, and only since they had served for many years, and for their personal and professional reasons determined it best for them and NAI for them to resign. On September 17, 2021, the Board of Directors appointed Dr. Guru Ramanathan to a vacant seat on the Board of Directors, and determined to reduce the size of the Board of Directors from six to four members. Also on September 17, 2021 the Board appointed Dr. Ramanathan to the Audit Committee, the Human Resources Committee, and the Nominating Committee, and appointed Laura Kay Matherly to the Nominating Committee. Management has evaluated subsequent events through September 20, 2021, the date the Statements were available to be issued and there are no additional subsequent events that would require adjustment to or disclosure in the Statements. 44 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.