What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-06-08 compared with 2021-03-11 · 89 added, 82 removed, 543 unchanged (24% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

ASSETS January 31,

ASSETS April 30,

2021 July 31,

2 unchanged sentences

Accounts receivable, less allowance of

$1,062 and $1,078 at January 31, 2021 and July 31, 2020, respectively 38,896 34,911

$993 and $1,078 at April 30, 2021 and July 31, 2020, respectively 39,088 34,911

Inventories 23,584 23,893

8 unchanged sentences

Other intangibles, net of accumulated amortization

of $518 and $457 at January 31, 2021 and July 31, 2020, respectively 1,683 1,566

of $540 and $457 at April 30, 2021 and July 31, 2020, respectively 1,761 1,566

Customer list, net of accumulated amortization

of $7,104 and $6,887 at January 31, 2021 and July 31, 2020, respectively 681 898

of $7,212 and $6,887 at April 30, 2021 and July 31, 2020, respectively 573 898

Deferred income taxes 6,574 7,302

7 unchanged sentences

(in thousands, except share and per share amounts)

LIABILITIES & STOCKHOLDERS’ EQUITY January 31,

LIABILITIES & STOCKHOLDERS’ EQUITY April 30,

2021 July 31,

8 unchanged sentences

Notes payable, net of unamortized debt issuance costs

of $136 and $150 at January 31, 2021 and July 31, 2020, respectively 8,864 8,848

of $129 and $150 at April 30, 2021 and July 31, 2020, respectively 8,871 8,848

Deferred compensation 5,742 5,140

5 unchanged sentences

Stockholders’ Equity

Common Stock, par value $.10 per share, issued 8,524,476 shares at January 31, 2021

Common Stock, par value $.10 per share, issued 8,545,561 shares at April 30, 2021

and 8,449,003 shares at July 31, 2020 854 845

Class B Stock, par value $.10 per share, issued 2,413,141 shares at January 31, 2021

Class B Stock, par value $.10 per share, issued 2,397,056 shares at April 30, 2021

and 2,437,402 shares at July 31, 2020 240 244

7 unchanged sentences

Less Treasury Stock, at cost (3,186,801 Common and 346,491 Class B shares at

January 31, 2021 and 3,090,230 Common and 335,816 Class B shares at July 31, 2020) ( 65,071 ) ( 62,269 )

April 30, 2021 and 3,090,230 Common and 335,816 Class B shares at July 31, 2020) ( 65,948 ) ( 62,269 )

Total Stockholders’ Equity 152,939 147,964

4 unchanged sentences

(in thousands, except for per share amounts)

For the Six Months Ended January 31,

For the Nine Months Ended April 30,

Net Sales $ 226,852 $ 218,383

26 unchanged sentences

Basic Class B Common $ 0.5850 $ 0.5625

(1) Our Form 10-Q for the six months ended January 31, 2021 and 2020 reflects a change in presentation for net income per share.

(1) Our Form 10-Q for the nine months ended April 30, 2021 and 2020 reflects a change in presentation for net income per share.

We have historically disclosed net income per share for our diluted Common and Class B Common shares in total.

4 unchanged sentences

(in thousands of dollars)

For the Six Months Ended January 31,

For the Nine Months Ended April 30,

Net Income Attributable to Oil-Dri $ 10,510 $ 13,014

8 unchanged sentences

(in thousands, except for per share amounts)

For the Three Months Ended January 31,

For the Three Months Ended April 30,

Net Sales $ 76,255 $ 76,256

9 unchanged sentences

Income Before Income Taxes 2,162 5,597

Income Tax Expense ( 869 ) ( 1,009 )

Income Tax Benefit (Expense) 24 ( 947 )

Net Income 2,186 4,650

Net Loss Attributable to Noncontrolling Interest ( 11 ) ( 81 )

Net (Loss) Income Attributable to Noncontrolling Interest ( 41 ) 2

Net Income Attributable to Oil-Dri 2,227 4,648

12 unchanged sentences

Basic Class B Common $ 0.1950 $ 0.1875

(1) Our Form 10-Q for the three months ended January 31, 2021 and 2020 reflects a change in presentation for net income per share.

(1) Our Form 10-Q for the three months ended April 30, 2021 and 2020 reflects a change in presentation for net income per share.

We have historically disclosed net income per share for our diluted Common and Class B Common shares in total.

4 unchanged sentences

(in thousands of dollars)

For the Three Months Ended January 31,

For the Three Months Ended April 30,

Net Income Attributable to Oil-Dri $ 2,227 $ 4,648

2 unchanged sentences

Cumulative translation adjustment 112 ( 132 )

Other Comprehensive Income 337 5,223

Other Comprehensive Income (Loss) 277 ( 6 )

Total Comprehensive Income $ 2,504 $ 4,642

3 unchanged sentences

(in thousands, except share amounts)

For the Three Months Ended January 31

For the Three Months Ended April 30

Number of Shares

7 unchanged sentences

Stockholders’

Balance, October 31, 2019 10,879,655 ( 3,268,057 ) $ 1,088 $ 42,327 $ 166,526 $ ( 57,103 ) $ ( 14,812 ) $ ( 90 ) $ 137,936

Net Income (Loss) — — — — 4,830 — — ( 81 ) 4,749

Other Comprehensive Income — — — — — — 5,223 — 5,223

Balance, January 31, 2020 10,881,155 ( 3,269,059 ) $ 1,088 $ 43,149 $ 169,590 $ ( 57,138 ) $ ( 9,589 ) $ ( 171 ) $ 146,929

Net Income — — — — 4,648 — — 2 4,650

Other Comprehensive Loss — — — — — — ( 6 ) — ( 6 )

Dividends Declared — — — — ( 1,734 ) — — — ( 1,734 )

2 unchanged sentences

Amortization of Restricted Stock — — — 770 — — — — 770

Contributions from noncontrolling interests (1) — — — 142 — — — — 142

Balance, April 30, 2020 10,883,155 ( 3,399,629 ) $ 1,088 $ 44,149 $ 172,504 $ ( 61,322 ) $ ( 9,595 ) $ ( 169 ) $ 146,655

Balance, January 31, 2021 10,937,617 ( 3,507,783 ) $ 1,094 $ 46,890 $ 181,265 $ ( 65,071 ) $ ( 11,517 ) $ ( 220 ) $ 152,441

Balance, October 31, 2020 10,919,617 ( 3,453,239 ) $ 1,092 $ 45,779 $ 178,761 $ ( 63,253 ) $ ( 11,854 ) $ ( 209 ) $ 150,316

Net Income (Loss) — — — — 2,227 — — ( 41 ) 2,186

4 unchanged sentences

Amortization of Restricted Stock — — — 559 — — — — 559

Balance, January 31, 2021 10,937,617 ( 3,507,783 ) 1,094 46,890 181,265 ( 65,071 ) ( 11,517 ) ( 220 ) 152,441

For the Six Months Ended January 31, 2021

Balance, April 30, 2021 10,942,617 ( 3,533,292 ) 1,094 47,591 181,703 ( 65,948 ) ( 11,240 ) ( 261 ) 152,939

For the Nine Months Ended April 30

Number of Shares

7 unchanged sentences

Amortization of Restricted Stock — — — 2,549 — — — — 2,549

Balance, January 31, 2020 10,881,155 ( 3,269,059 ) $ 1,088 $ 43,149 $ 169,590 $ ( 57,138 ) $ ( 9,589 ) $ ( 171 ) $ 146,929

Contributions from noncontrolling interests (1) — — — 142 — — — — 142

Balance, April 30, 2020 10,883,155 ( 3,399,629 ) $ 1,088 $ 44,149 $ 172,504 $ ( 61,322 ) $ ( 9,595 ) $ ( 169 ) $ 146,655

Balance, July 31, 2020 10,886,405 ( 3,426,046 ) $ 1,089 $ 44,993 $ 176,579 $ ( 62,269 ) $ ( 12,254 ) $ ( 174 ) $ 147,964

5 unchanged sentences

Amortization of Restricted Stock — — — 1,849 — — — — 1,849

Balance, January 31, 2021 10,937,617 ( 3,507,783 ) $ 1,094 $ 46,890 $ 181,265 $ ( 65,071 ) $ ( 11,517 ) $ ( 220 ) $ 152,441

Balance, April 30, 2021 10,942,617 ( 3,533,292 ) $ 1,094 $ 47,591 $ 181,703 $ ( 65,948 ) $ ( 11,240 ) $ ( 261 ) $ 152,939

(1) On April 1, 2020 we increased our interest in one of our non-wholly owned subsidiaries from 52.0 % to 78.4 % for approximately $ 724,000 when that subsidiary issued shares through a capital call.

Certain other noncontrolling interest holders also purchased shares but to a lesser extent, thereby diluting their collective ownership from 48.0 % to 21.6 %.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

For the Six Months Ended January 31,

For the Nine Months Ended April 30,

CASH FLOWS FROM OPERATING ACTIVITIES 2021 2020

28 unchanged sentences

Purchases of treasury stock ( 2,925 ) ( 4,620 )

Contributions from noncontrolling interests — 142

Net Cash Used in Financing Activities ( 8,324 ) ( 12,852 )

6 unchanged sentences

(in thousands)

For the Six Months Ended January 31,

For the Nine Months Ended April 30,

Supplemental disclosure of non-cash investing and financing activities:

15 unchanged sentences

The unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting of normal recurring accruals and reclassifications which are, in the opinion of management, necessary for a fair presentation of the statements contained herein.

In addition, certain prior year reclassifications were made to conform to the current year presentation.

Operating results for the three and six months ended January 31, 2021 are not necessarily an indication of the results that may be expected for the fiscal year ending July 31, 2021.

In March 2020, the World Health Organization declared the recent novel coronavirus outbreak (“the coronavirus” or “COVID-19”) a pandemic.

Despite its continued spread and the adverse effects of COVID-19 on the overall economy and certain of the industries we serve, we have not experienced a significant decline in customer orders and sales in the first six months of fiscal year 2021.

However, the effects of COVID-19 are unprecedented, and therefore we are unable to ascertain the effects on our sales and net earnings for the balance of fiscal year 2021.

Operating results for the three and nine months ended April 30, 2021 are not necessarily an indication of the results that may be expected for the fiscal year ending July 31, 2021.

Reclassification

4 unchanged sentences

GAAP requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting period, as well as the related disclosures.

Estimates and assumptions about future events cannot be made with certainty, including the potential impacts and duration of the recent novel coronavirus pandemic (“the coronavirus” or “COVID-19”) and its aftermath.

All of our estimates and assumptions are revised periodically.

9 unchanged sentences

A significant part of our overall mining cost is incurred during the process of removing the overburden (non-usable material) from the mine site, thus exposing the sorbent material used in a majority of our production processes.

stripping costs are treated as a variable inventory production cost and are included in cost of sales in the period they are incurred.

These stripping costs are treated as a variable inventory production cost and are included in cost of sales in the period they are incurred.

We defer and amortize the pre-production overburden removal costs associated with opening a new mine.

30 unchanged sentences

We may require certain customers to provide payment in advance of product shipment.

We recorded a liability for these advance payments of $ 406,000 and $ 247,000 as of January 31, 2021 and July 31, 2020, respectively.

We recorded a liability for these advance payments of $ 405,000 and $ 247,000 as of April 30, 2021 and July 31, 2020, respectively.

This liability is reported in Other within Accrued Expenses on the unaudited Condensed Consolidated Balance Sheet.

Revenue recognized during the six months ended January 31, 2021 that was included in the liability for advance payments at the beginning of the period was $ 197,000 .

Revenue recognized during the nine months ended April 30, 2021 that was included in the liability for advance payments at the beginning of the period was $ 217,000 .

We routinely commit to one-time or ongoing trade promotion programs directly with consumers, such as coupon programs, and with customers, such as volume discounts, cooperative marketing and other arrangements.

1 unchanged sentence

These costs are considered variable consideration under ASC 606, Revenue from Contracts with Customers , and are netted against sales when revenue is recorded.

The accruals are based on our best estimate of the amounts

necessary to settle future and existing obligations on products sold as of the balance sheet date.

The accruals are based on our best estimate of the amounts necessary to settle future and existing obligations on products sold as of the balance sheet date.

To estimate these accruals, we rely on our historical experience of trade spending patterns and that of the industry, current trends and forecasted data.

Selling, General and Administrative Expenses.

Selling, general and administrative expenses (“SG&A”) include salaries, wages and benefits associated with staff outside the manufacturing and distribution functions, all marketing related costs, any miscellaneous trade spending expenses not required to be included in net sales, research and development costs, depreciation and amortization related to assets outside the manufacturing and distribution process and all other non-manufacturing and non-distribution expenses.

and amortization related to assets outside the manufacturing and distribution process and all other non-manufacturing and non-distribution expenses.

Other Current and Noncurrent Liabilities

1 unchanged sentence

The CARES Act provides for, among other things, deferral of the employer portion of social security taxes incurred through the end of calendar 2020.

As permitted by the CARES Act, we deferred approximately $ 400,000 of payroll taxes for the quarter ended January 31, 2021 (through December 2020) for an aggregate amount of approximately $ 2,300,000 in payroll taxes in calendar year 2020.

As permitted by the CARES Act, we deferred approximately $ 2,300,000 in payroll taxes in calendar year 2020.

The $ 2,300,000 will be paid equally in the fourth quarters of calendar years 2021 and 2022.

27 unchanged sentences

The review surveyed all of our operating facilities and sales groups to ensure that both historical issues and new market trends were considered.

The obsolescence reserve not only considered specific items, but also took into consideration the overall value of the inventory as of the balance sheet date.

The inventory obsolescence reserve values at January 31, 2021 and July 31, 2020 were $ 772,000 and $ 926,000 , respectively.

The obsolescence reserve not only

considered specific items, but also took into consideration the overall value of the inventory as of the balance sheet date.

The inventory obsolescence reserve values at April 30, 2021 and July 31, 2020 were $ 746,000 and $ 926,000 , respectively.

The obsolescence reserve decreased due to better management of inventory.

Other inventories includes a variety of items including clay, additives, fragrances and other supplies and decreased from July 31, 2020 due to increased production.

Conversely, packaging inventories increased from July 31, 2020 due to anticipated sales demand.

The other category of inventories includes a variety of items including clay, additives, fragrances and other supplies and decreased from July 31, 2020 due to increased production.

Conversely, packaging inventories increased from July 31, 2020 due to anticipated sales demand as well as an increase in the cost of packaging.

FAIR VALUE MEASUREMENTS

6 unchanged sentences

Cash equivalents are primarily money market mutual funds classified as Level 1.

We had $ 6,000 of cash equivalents as of January 31, 2021 and July 31, 2020, respectively, which are included in Cash and cash equivalents on the unaudited Condensed Consolidated Balance Sheet.

Balances of accounts receivable and accounts payable approximated their fair values at January 31, 2021 and July 31, 2020 due to the short maturity and nature of those balances.

We had no cash equivalents as of April 30, 2021 and $ 6,000 of cash equivalents as of July 31, 2020.

The $ 6,000 as of July 31, 2020 is included in cash and cash equivalents on the Condensed Consolidated Balance Sheet.

Balances of accounts receivable and accounts payable approximated their fair values at April 30, 2021 and July 31, 2020 due to the short maturity and nature of those balances.

Notes payable are reported at the face amount of future maturities.

The estimated fair value of notes payable, including current maturities, was $ 11,541,000 and $ 11,631,000 as of January 31, 2021 and July 31, 2020, respectively, and are classified as Level 2.

The estimated fair value of notes payable, including current maturities, was $ 11,384,000 and $ 11,631,000 as of April 30, 2021 and July 31, 2020, respectively, and are classified as Level 2.

The fair value was estimated using the exit price notion of fair value.

4 unchanged sentences

Intangible assets, other than goodwill, include trademarks, patents, customer lists and product registrations.

Intangible amortization expense was $ 150,000 and $ 249,000 in the second quarter of fiscal years 2021 and 2020, respectively.

Intangible amortization expense was $ 305,000 and $ 416,000 in the first six months of fiscal years 2021 and 2020.

Intangible amortization expense was $ 146,000 and $ 184,000 in the third quarter of fiscal years 2021 and 2020, respectively.

Intangible amortization expense was $ 451,000 and $ 600,000 in the first nine months of fiscal years 2021 and 2020.

Estimated intangible amortization for the remainder of fiscal year 2021 is $ 144,000 .

14 unchanged sentences

The decrease in salaries, wages, commissions and employee benefits relates primarily to the payment of annual discretionary bonuses during the first quarter of fiscal year 2021.

The accrual for trade promotions and advertising is lower at January 31, 2021 than at July 31, 2020 due to a shift in timing of advertising programs and expense.

Freight rates increased during the six months ended January 31, 2021 resulting in a higher accrual at January 31, 2021.

Accrued real estate tax at January 31, 2021 is lower than at July 31, 2020 due to timing of payments as well as an adjustment to account for lower real estate taxes for one of our facilities.

The accrual for trade promotions and advertising is lower at April 30, 2021 than at July 31, 2020 due to a shift in timing of advertising programs and expense.

Freight rates increased during the nine months ended April 30, 2021 resulting in a higher accrual at April 30, 2021.

Accrued real estate tax at April 30, 2021 is lower than at July 31, 2020 due to timing of payments as well as an adjustment to account for lower real estate taxes for one of our facilities.

OTHER CONTINGENCIES

4 unchanged sentences

Although we believe this claim to be without merit, as of July 31, 2020, we have determined a reasonable estimate of this liability within a range, with no amount within that range being a better estimate than any other amount, and have therefore recorded that estimate in Other within Accrued expenses.

There have been no changes during the six months ended January 31, 2021 that would have changed this estimate.

There have been no changes during the nine months ended April 30, 2021 that would have changed this estimate.

We believe that any loss related to this matter is unlikely to be material.

6 unchanged sentences

Further information about our accounting policy for leases is included in Note 1 of the Notes to the unaudited Condensed Consolidated Financial Statements.

We have no material finance leases, and variable costs for operating leases are immaterial for the second quarter of fiscal year 2021.

We have no material finance leases, and variable costs for operating leases are immaterial for the third quarter of fiscal year 2021.

Operating lease costs are included in Cost of Sales or SG&A expenses based on the nature of the lease.

The following table summarizes total lease costs for our operating leases (in thousands):

For the Three Months Ended January 31, For the Six Months Ended January 31,

For the Three Months Ended April 30, For the Nine Months Ended April 30,

2021 2020 2021 2020

3 unchanged sentences

Supplemental cash flow information related to leases was as follows (in thousands):

For the Three Months Ended January 31, For the Six Months Ended January 31,

For the Three Months Ended April 30, For the Nine Months Ended April 30,

2021 2020 2021 2020

4 unchanged sentences

Other supplemental balance sheet information related to leases was as follows:

January 31, 2021 July 31, 2020

April 30, 2021 July 31, 2020

Weighted-average remaining lease term - operating leases 9.5 years 10.5 years

Weighted-average discount rate - operating leases 3.96 % 3.87 %

The following table summarizes scheduled minimum future lease payments due within twelve months for operating leases with terms longer than one year for which cash flows are fixed and determinable as of January 31, (in thousands):

Thereafter 6,204

10 unchanged sentences

(in thousands)

For the Three Months Ended January 31, For the Six Months Ended January 31,

For the Three Months Ended April 30, For the Nine Months Ended April 30,

2021 2020 2021 2020

7 unchanged sentences

(in thousands)

For the Three Months Ended January 31, For the Six Months Ended January 31,

For the Three Months Ended April 30, For the Nine Months Ended April 30,

2021 2020 2021 2020

7 unchanged sentences

The Pension Plan is funded based upon actuarially determined contributions that take into account the amount deductible for income tax purposes, the normal cost and the minimum contribution required and the maximum contribution allowed under applicable regulations.

We were not required to make, and did not voluntarily make, a contribution to the Pension Plan during the first six months of fiscal year 2021.

We were not required to make, and did no t voluntarily make, a contribution to the Pension Plan during the first nine months of fiscal year 2021.

We have no minimum funding requirements for the remainder of fiscal year 2021.

3 unchanged sentences

Pension Benefits Postretirement Health Benefits

For the Three and Six Months Ended January 31,

For the Three and Nine Months Ended April 30,

2021 2020 2021 2020

37 unchanged sentences

Business to Business Products Group Retail and Wholesale Products Group

For the Six Months Ended January 31,

For the Nine Months Ended April 30,

Product 2021 2020 2021 2020

6 unchanged sentences

Business to Business Products Group Retail and Wholesale Products Group

For the Three Months Ended January 31,

For the Three Months Ended April 30,

Product 2021 2020 2021 2020

9 unchanged sentences

The asset allocation is estimated and is not a measure used by our chief operating decision maker about allocating resources to the operating segments or in assessing their performance.

January 31, 2021 July 31, 2020

April 30, 2021 July 31, 2020

(in thousands)

6 unchanged sentences

Corporate expenses also include the estimated annual incentive plan bonus accrual.

For the Six Months Ended January 31,

For the Nine Months Ended April 30,

Net Sales Income

12 unchanged sentences

Net Income Attributable to Oil-Dri $ 10,510 $ 13,014

For the Three Months Ended January 31,

For the Three Months Ended April 30,

Net Sales Income

8 unchanged sentences

Income before Income Taxes 2,162 5,597

Income Tax Expense ( 869 ) ( 1,009 )

Income Tax Benefit (Expense) 24 ( 947 )

Net Income 2,186 4,650

Net Loss Attributable to Noncontrolling Interest ( 11 ) ( 81 )

Net (Loss) Income Attributable to Noncontrolling Interest ( 41 ) 2

Net Income Attributable to Oil-Dri $ 2,227 $ 4,648

3 unchanged sentences

The total number of shares of stock subject to grants under the 2006 Plan may not exceed 1,219,500 .

As of January 31, 2021, there were 357,096 shares available for future grants under this plan.

As of April 30, 2021, there were 356,446 shares available for future grants under this plan.

Restricted Stock

All of our non-vested restricted stock as of January 31, 2021 was issued under the 2006 Plan with vesting periods generally between one and five years .

All of our non-vested restricted stock as of April 30, 2021 was issued under the 2006 Plan with vesting periods generally between one and five years .

We determined the fair value of restricted stock as of the grant date.

We recognize the related compensation expense over the period from the date of grant to the date the shares vest.

There were 18,000 and 1,500 restricted shares of Common Stock granted during the second quarter of fiscal years 2021 and 2020, respectively.

Stock-based compensation expense was $ 506,000 and $ 810,000 for the second quarter of fiscal years 2021 and 2020, respectively.

Stock-based compensation expense was $ 1,290,000 and $ 1,779,000 for the first six months of fiscal years 2021 and 2020, respectively.

There were 5,000 and 2,000 restricted shares of Common Stock granted during the third quarter of fiscal years 2021 and 2020, respectively.

Stock-based compensation expense was $ 559,000 and $ 770,000 for the third quarter of fiscal years 2021 and 2020, respectively.

Stock-based compensation expense was $ 1,849,000 and $ 2,549,000 for the first nine months of fiscal years 2021 and 2020, respectively.

A summary of restricted stock transactions is shown below:

5 unchanged sentences

Forfeitures ( 25 ) $ 29.58

Non-vested restricted stock outstanding at January 31, 2021 360 $ 33.83

Non-vested restricted stock outstanding at April 30, 2021 354 $ 33.91

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The following table summarizes the changes in accumulated other comprehensive (loss) income by component as of January 31, 2021 (in thousands):

The following table summarizes the changes in accumulated other comprehensive (loss) income by component as of April 30, 2021 (in thousands):

Pension and Postretirement Health Benefits Cumulative Translation Adjustment Total Accumulated Other Comprehensive (Loss) Income

3 unchanged sentences

Net current-period other comprehensive income, net of tax 494 520 1,014

Balance as of January 31, 2021 $ ( 11,665 ) $ 148 $ ( 11,517 )

Balance as of April 30, 2021 $ ( 11,500 ) $ 260 $ ( 11,240 )

(a) Amount is net of tax expense of $ 156,090 .

3 unchanged sentences

One member of our Board of Directors (the “Board”) retired from the role of President and Chief Executive Officer of a customer of ours in September 2019 and is currently party to a post-employment agreement with the customer.

Total net sales to that customer, including sales to subsidiaries of that customer, were $ 71,000 and $ 49,000 for the second quarter of fiscal years 2021 and 2020, respectively and were $ 181,000 and $ 160,000 for the first six months of fiscal years 2021 and 2020, respectively.

Outstanding accounts receivable from that customer, and its subsidiaries, were $ 21,000 at January 31, 2021.

Total net sales to that customer, including sales to subsidiaries of that customer, were $ 72,000 and $ 103,000 for the third quarter of fiscal years 2021 and 2020, respectively, and were $ 253,000 and $ 263,000 for the first nine months of fiscal years 2021 and 2020, respectively.

Outstanding accounts receivable from that customer, and its subsidiaries, were $ 10,000 at April 30, 2021.

There were no outstanding accounts receivable from that customer, and its subsidiaries, as of July 31, 2020.

One member of our Board is currently the President and Chief Executive Officer of a vendor of ours.

Total payments to this vendor for fees and cost reimbursements were $ 109,000 and $ 25,000 for the second quarter of fiscal years 2021 and 2020, respectively and were $ 201,000 and $ 63,000 for the first six months of fiscal years 2021 and 2020, respectively.

There were no outstanding accounts payable to that vendor as of January 31, 2021 or July 31, 2020.

Total payments to this vendor for fees and cost reimbursements were $ 72,000 and $ 119,000 for the third quarter of fiscal years 2021 and 2020, respectively and were $ 273,000 and $ 182,000 for the first nine months of fiscal years 2021 and 2020, respectively.

There were no outstanding accounts payable to that vendor as of April 30, 2021 or July 31, 2020.

SUBSEQUENT EVENTS

On May 4, 2021 we purchased a pension annuity which settled $ 8.5 million of projected benefit obligations.

We recognized a settlement loss of approximately $ .6 million due to the annuity purchase.

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 1. Financial Statements