What changed in this filing

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Item 1. Financial Statements

2024-08-06 compared with 2024-05-07 · 93 added, 77 removed, 423 unchanged (29% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended Six months ended

(in thousands, except per share data) Note March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three months ended Nine months ended

(in thousands, except per share data) Note June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Net sales $ 822,364 $ 919,117 $ 2,413,756 $ 2,648,872

14 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended Six months ended

(in thousands) Note March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three months ended Nine months ended

(in thousands) Note June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Net income $ 123,417 $ 201,288 $ 399,753 $ 548,974

6 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) Note March 29, 2024 September 30, 2023

(in thousands, except share and per share data) Note June 28, 2024 September 30, 2023

Current Assets:

34 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

(in thousands) Note March 29, 2024 March 31, 2023

Nine months ended

(in thousands) Note June 28, 2024 June 30, 2023

Operating activities:

53 unchanged sentences

Balance as of March 29, 2024 36,634 $ 367 $ — $ 497,651 $ 1,102,910 $ ( 29,032 ) $ 1,571,896

Net income — — — — 123,417 — 123,417

Other comprehensive loss — — — — — ( 466 ) ( 466 )

Stock-based compensation — — — 4,488 — — 4,488

Issuance of common stock, net of shares withheld for tax 18 — — ( 14 ) — — ( 14 )

Repurchase of common stock ( 787 ) ( 8 ) — — ( 126,257 ) — ( 126,265 )

Dividends declared — — — — ( 11,528 ) — ( 11,528 )

Balance as of June 28, 2024 35,865 $ 359 $ — $ 502,125 $ 1,088,542 $ ( 29,498 ) $ 1,561,528

Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Equity

13 unchanged sentences

Balance as of March 31, 2023 38,938 $ 390 $ ( 2,580 ) $ 497,810 $ 879,334 $ ( 36,159 ) $ 1,338,795

Net income — — — — 201,288 — 201,288

Other comprehensive income — — — — — 4,536 4,536

Stock-based compensation — — — 5,966 — — 5,966

Issuance of common stock, net of shares withheld for tax 3 — — ( 155 ) — — ( 155 )

Repurchase of common stock ( 1,169 ) ( 11 ) — — ( 148,312 ) — ( 148,323 )

Balance as of June 30, 2023 37,772 $ 379 $ ( 2,580 ) $ 503,621 $ 932,310 $ ( 31,623 ) $ 1,402,107

See Notes to unaudited condensed consolidated financial statements.

33 unchanged sentences

Improvements to Reportable Segment Disclosures The ASU requires companies to provide additional segment disclosures including disclosing title and position of the chief operating decision maker (“CODM”), disclosure of significant segment expenses provided to and reviewed by the CODM, and that public entities provide all annual disclosures about a reportable segment’s profit or loss and assets required by Topic 280 in interim periods.

The Company will adopt the standard in fiscal 2025 and include the disclosures required by the ASU within the Segment Footnote of the annual report.

The Company will adopt the standard in fiscal 2025 and include the disclosures required by the ASU within the Segment Footnote of the annual report and quarterly reports beginning in fiscal 2026.

2023-09 Income Taxes (Topic 740);

18 unchanged sentences

The solar energy tax credit receivable is recorded in Prepaid Expenses and Other Current Assets and the liability to transfer the defined portion of the tax credits or the economic value is recorded in Customer Liabilities.

For the six months ended March 29, 2024, the Company has recognized a reduction of revenue of $ 30,011 for the economic value of tax credits to be transferred and a benefit to cost of sales of $ 37,934 .

As of March 29, 2024, the Company has a liability of $ 32,687 for credits to be transferred or the value thereof.

As of March 29, 2024, all activity related to the solar energy tax credits is within the Safety & Infrastructure segment.

For the nine months ended June 28, 2024, the Company has recognized a reduction of revenue of $ 48,783 for the economic value of tax credits to be transferred and a benefit to cost of sales of $ 60,952 .

As of June 28, 2024, the Company has a liability of $ 16,887 for credits to be transferred or the value thereof.

As of June 28, 2024, all activity related to the solar energy tax credits is within the Safety & Infrastructure segment.

The Company has certain arrangements that require it to estimate at the time of sale the amounts of variable consideration that should not be recorded as revenue as certain amounts are not expected to be collected from customers, as well as an estimate of the value of products to be returned.

10 unchanged sentences

From time to time, the Company enters into strategic acquisitions in an effort to better service existing customers and to obtain new customers.

During the six months ended March 29, 2024, the Company paid out $ 5,973 of accrued purchase price related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers.

No other acquisition activity occurred during the six months ended March 29, 2024.

During the nine months ended June 28, 2024, the Company paid out $ 6,036 of accrued purchase price primarily related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers.

No other acquisition activity occurred during the nine months ended June 28, 2024.

On November 7, 2022, Atkore HDPE, LLC, a wholly-owned subsidiary of the Company, acquired the assets of Elite Polymer Solutions (“Elite”), for a purchase price of $ 90,230 , of which $ 75,981 was paid at closing and an additional purchase price payable of $ 14,000 was accrued, of which $ 500 was paid in fiscal 2023 subsequent to the acquisition date.

5 unchanged sentences

Net sales and net income of the above acquisition are included in the condensed consolidated financial statement of operations for the post-acquisition period.

Due to the immaterial nature of this acquisition, the Company did not include the pro forma results of operations for this acquisition or the previous interim period.

Due to the immaterial nature of this

acquisition, the Company did not include the pro forma results of operations for this acquisition or the previous interim period.

POSTRETIREMENT BENEFITS

2 unchanged sentences

The net periodic benefit credit was as follows:

Three months ended Six months ended

(in thousands) Note March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three months ended Nine months ended

(in thousands) Note June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Interest cost $ 1,316 $ 1,294 $ 3,948 $ 3,882

4 unchanged sentences

Other expense, net consisted of the following:

Three months ended Six months ended

(in thousands) March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three months ended Nine months ended

(in thousands) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Loss on assets held for sale $ 121 $ 3,919 $ 142 $ 7,577

4 unchanged sentences

Accordingly, the Company recognized an impairment of the related assets in fiscal 2023 and continues to recognize any incremental losses on those assets.

For the three months ended March 29, 2024 and March 31, 2023, the Company’s effective tax rate attributable to income before income taxes was 18.7 % and 23.5 %, respectively.

For the three months ended March 29, 2024 and March 31, 2023, the Company’s income tax expense was $ 31,804 and $ 53,364 respectively.

The decrease in the current period effective tax rate was driven by an increase in the excess tax benefit associated with stock compensation and the benefit related to solar energy tax credits enacted as part of the IRA.

For the six months ended March 29, 2024 and March 31, 2023, the Company’s effective tax rate attributable to income before income taxes was 18.1 % and 22.7 %, respectively.

For the six months ended March 29, 2024 and March 31, 2023, the Company’s income tax expense was $ 61,076 and $ 101,923 respectively.

For the three months ended June 28, 2024 and June 30, 2023, the Company’s effective tax rate attributable to income before income taxes was 21.9 % and 8.6 %, respectively.

For the three months ended June 28, 2024 and June 30, 2023, the Company’s income tax expense was $ 34,531 and $ 18,931 respectively.

The increase in the current period effective tax rate and expense was driven by a decrease in the benefit related to solar energy tax credits.

In the third quarter of fiscal 2023, the Company recognized a one time $ 39,799 benefit in its income tax expense related to the credits available as part of the IRA.

For the nine months ended June 28, 2024 and June 30, 2023, the Company’s effective tax rate attributable to income before income taxes was 19.3 % and 18.0 %, respectively.

For the nine months ended June 28, 2024 and June 30, 2023, the Company’s income tax expense was $ 95,606 and $ 120,854

respectively.

The increase in the current period effective tax rate was driven by a decrease in the benefit related to solar energy tax credits.

A valuation allowance has been recorded against certain net operating losses in certain foreign jurisdictions.

A valuation allowance is recorded when it is determined to be more likely than not that

these assets will not be fully realized in the foreseeable future.

A valuation allowance is recorded when it is determined to be more likely than not that these assets will not be fully realized in the foreseeable future.

The realization of deferred tax assets is dependent upon whether the Company can generate future taxable income in the appropriate character and jurisdiction to utilize the assets.

7 unchanged sentences

The following table sets forth the computation of basic and diluted earnings per share:

Three months ended Six months ended

(in thousands, except per share data) March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three months ended Nine months ended

(in thousands, except per share data) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Net income $ 123,417 $ 201,288 $ 399,753 $ 548,974

9 unchanged sentences

(1) Stock options to purchase shares of common stock that would have been anti-dilutive are not included in the calculation.

There were no anti-dilutive options outstanding during the three months ended March 29, 2024 and March 31, 2023.

Additionally, there were no anti-dilutive options outstanding during the six months ended March 29, 2024 and March 31, 2023.

There were no anti-dilutive options outstanding during the three months ended June 28, 2024 and June 30, 2023.

Additionally, there were no anti-dilutive options outstanding during the nine months ended June 28, 2024 and June 30, 2023.

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the changes in accumulated other comprehensive loss by component for the three months ended March 29, 2024 and March 31, 2023.

The following tables present the changes in accumulated other comprehensive loss by component for the three months ended June 28, 2024 and June 30, 2023.

(in thousands) Defined Benefit

1 unchanged sentence

Adjustments Total

Balance as of December 29, 2023 $ ( 10,748 ) $ ( 13,412 ) $ ( 24,160 )

Balance as of March 29, 2024 $ ( 10,695 ) $ ( 18,337 ) $ ( 29,032 )

Other comprehensive loss before reclassifications — ( 518 ) ( 518 )

2 unchanged sentences

Net current period other comprehensive income (loss) 52 ( 518 ) ( 466 )

Balance as of March 29, 2024 $ ( 10,695 ) $ ( 18,337 ) $ ( 29,032 )

Balance as of June 28, 2024 $ ( 10,643 ) $ ( 18,855 ) $ ( 29,498 )

(in thousands) Defined Benefit

1 unchanged sentence

Adjustments Total

Balance as of December 30, 2022 $ ( 16,733 ) $ ( 22,089 ) $ ( 38,822 )

Balance as of March 31, 2023 $ ( 16,532 ) $ ( 19,627 ) $ ( 36,159 )

Other comprehensive income before reclassifications — 4,404 4,404

2 unchanged sentences

Net current period other comprehensive income 132 4,404 4,536

Balance as of March 31, 2023 $ ( 16,532 ) $ ( 19,627 ) $ ( 36,159 )

The following tables present the changes in accumulated other comprehensive loss by component for the six months ended March 29, 2024 and March 31, 2023.

Balance as of June 30, 2023 $ ( 16,400 ) $ ( 15,223 ) $ ( 31,623 )

The following tables present the changes in accumulated other comprehensive loss by component for the nine months ended June 28, 2024 and June 30, 2023.

(in thousands) Defined Benefit

6 unchanged sentences

Net current period other comprehensive income (loss) 158 4,284 4,442

Balance as of March 29, 2024 $ ( 10,695 ) $ ( 18,337 ) $ ( 29,032 )

Balance as of June 28, 2024 $ ( 10,643 ) $ ( 18,855 ) $ ( 29,498 )

(in thousands) Defined Benefit

6 unchanged sentences

Net current period other comprehensive income 395 18,128 18,523

Balance as of March 31, 2023 $ ( 16,532 ) $ ( 19,627 ) $ ( 36,159 )

Balance as of June 30, 2023 $ ( 16,400 ) $ ( 15,223 ) $ ( 31,623 )

INVENTORIES, NET

A majority of the Company ’ s inventories are recorded at the lower of cost (primarily last in, first out, or “ LIFO ” ) or market or net realizable value, as applicable.

Approximately 88 % and 82 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at March 29, 2024 and September 30, 2023, respectively.

Interim LIFO determinations, including those at March 29, 2024, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) March 29, 2024 September 30, 2023

Approximately 88 % and 82 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at June 28, 2024 and September 30, 2023, respectively.

Interim LIFO determinations, including those at June 28, 2024, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) June 28, 2024 September 30, 2023

Purchased materials and manufactured parts, net $ 194,807 $ 231,518

2 unchanged sentences

Inventories, net $ 573,317 $ 493,852

Total inventories would be $ 26,849 higher and $ 29,826 higher than reported as of March 29, 2024 and September 30, 2023, respectively, if the first-in, first-out method was used for all inventories.

As of March 29, 2024, and September 30, 2023, the excess and obsolete inventory reserve was $ 29,269 and $ 25,585 , respectively.

Total inventories would be $ 7,193 higher and $ 29,826 higher than reported as of June 28, 2024 and September 30, 2023, respectively, if the first-in, first-out method was used for all inventories.

As of June 28, 2024, and September 30, 2023, the excess and obsolete inventory reserve was $ 27,386 and $ 25,585 , respectively.

PROPERTY, PLANT AND EQUIPMENT

As of March 29, 2024, and September 30, 2023, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) March 29, 2024 September 30, 2023

As of June 28, 2024, and September 30, 2023, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) June 28, 2024 September 30, 2023

Land $ 29,154 $ 29,082

7 unchanged sentences

Property, plant and equipment, net $ 615,413 $ 559,041

Depreciation expense for the three months ended March 29, 2024 and March 31, 2023 totaled $ 15,234 and $ 13,808 , respectively.

Depreciation expense for the six months ended March 29, 2024 and March 31, 2023 totaled $ 29,787 and $ 26,980 , respectively.

Depreciation expense for the three months ended June 28, 2024 and June 30, 2023 totaled $ 16,716 and $ 14,913 , respectively.

Depreciation expense for the nine months ended June 28, 2024 and June 30, 2023 totaled $ 46,503 and $ 41,893 , respectively.

GOODWILL AND INTANGIBLE ASSETS

3 unchanged sentences

Exchange rate effects 939 ( 47 ) 892

Balance as of March 29, 2024 $ 259,490 $ 52,701 $ 312,191

Goodwill balances as of March 29, 2024 included $ 5,645 and $ 43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

Balance as of June 28, 2024 $ 259,366 $ 52,632 $ 311,998

Goodwill balances as of June 28, 2024 included $ 5,645 and $ 43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

The Company assesses the recoverability of goodwill and indefinite-lived trade names on an annual basis in accordance with ASC 350, “ Intangibles - Goodwill and Other.

1 unchanged sentence

The following table provides the gross carrying value, accumulated amortization and net carrying value for each major class of intangible asset:

March 29, 2024 September 30, 2023

June 28, 2024 September 30, 2023

(in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value

7 unchanged sentences

Other intangible assets consist of definite-lived trade names, technology, non-compete agreements and backlogs.

Included in the table above are the effects of changes in exchange rates which were not material for the six months ended March 29, 2024.

Amortization expense for the three months ended March 29, 2024 and March 31, 2023 was $ 14,221 and $ 14,790 , respectively.

Amortization expense for the six months ended March 29, 2024 and March 31, 2023 was $ 28,688 and $ 27,586 , respectively.

Included in the table above are the effects of changes in exchange rates which were not material for the nine months ended June 28, 2024.

Amortization expense for the three months ended June 28, 2024 and June 30, 2023 was $ 13,216 and $ 15,192 , respectively.

Amortization expense for the nine months ended June 28, 2024 and June 30, 2023 was $ 41,904 and $ 42,778 , respectively.

Expected amortization expense for intangible assets for the remainder of fiscal 2024 and over the next five years and thereafter is as follows:

3 unchanged sentences

Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets and other events.

Debt as of March 29, 2024 and September 30, 2023 was as follows:

(in thousands) March 29, 2024 September 30, 2023

Debt as of June 28, 2024 and September 30, 2023 was as follows:

(in thousands) June 28, 2024 September 30, 2023

ABL Credit Facility $ — $ —

5 unchanged sentences

AII is the borrower under the ABL Credit Facility which is guaranteed by the Company and all other subsidiaries of the Company (other than AII) that are guarantors of the Senior Notes (as defined below).

AII ’ s availability under the ABL Credit Facility was $ 322,406 as of March 29, 2024 and $ 322,406 as of September 30, 2023.

AII ’ s availability under the ABL Credit Facility was $ 325,000 as of June 28, 2024 and $ 322,406 as of September 30, 2023.

The ABL Credit Facility will mature on the earlier of five years from May 26, 2021 or 91 days prior to the maturity date of the New Senior Secured Term Loan Facility if at least $ 100 million of obligations remain outstanding under the New Senior Secured Term Loan Facility on such date.

13 unchanged sentences

The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.

The Company had no active forward currency contracts or other derivative instruments as of March 29, 2024 or September 30, 2023.

The Company had no active forward currency contracts or other derivative instruments as of June 28, 2024 or September 30, 2023.

The following table presents the Company ’ s assets and liabilities measured at fair value:

March 29, 2024 September 30, 2023

June 28, 2024 September 30, 2023

(in thousands) Level 1 Level 2 Level 1 Level 2

2 unchanged sentences

The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets were as follows:

March 29, 2024 September 30, 2023

June 28, 2024 September 30, 2023

(in thousands) Carrying Value Fair Value Carrying Value Fair Value

6 unchanged sentences

The Company has obligations related to commitments to purchase certain goods.

As of March 29, 2024, such obligations were $ 188,636 for the rest of fiscal year 2024 and $ 11,062 for fiscal year 2025 and beyond.

As of June 28, 2024, such obligations were $ 162,223 for the rest of fiscal year 2024 and $ 11,483 for fiscal year 2025 and beyond.

These amounts represent open purchase orders for materials used in production.

13 unchanged sentences

However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its business, financial condition, results of operations or cash flows.

The Company had outstanding letters of credit totaling $ 2,594 supporting workers ’ compensation and general liability insurance policies as of March 29, 2024.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 37,044 as of March 29, 2024.

The Company had no outstanding letters of credit as of June 28, 2024.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 38,711 as of June 28, 2024.

In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition.

14 unchanged sentences

Recorded amounts represent a proportional amount of the quantity of product produced for each segment.

Certain assets, such as machinery and equipment and facilities, are not allocated to each segment despite serving both

Certain assets, such as machinery and equipment and facilities, are not allocated to each segment despite serving both segments.

These shared assets are reported within the Safety & Infrastructure segment.

1 unchanged sentence

Three months ended

March 29, 2024 March 31, 2023

June 28, 2024 June 30, 2023

(in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA

3 unchanged sentences

Consolidated operations $ 822,364 $ — $ 919,117 $ —

Six months ended

March 29, 2024 March 31, 2023

Nine months ended

June 28, 2024 June 30, 2023

(in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA

4 unchanged sentences

Presented below is a reconciliation of operating Segment Adjusted EBITDA to Income before income taxes:

Three months ended Six months ended

(in thousands) March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three months ended Nine months ended

(in thousands) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Operating segment Adjusted EBITDA

12 unchanged sentences

loss on assets held for sale (includes loss on assets held for sale in Russia.

See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed May 9, 2023 for additional information), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.

The Company ’ s net sales by geography were as follows for the three months ended and the six months ended March 29, 2024 and March 31, 2023:

Three months ended Six months ended

(in thousands) March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed August 3, 2023 for additional information), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.

The Company ’ s net sales by geography were as follows for the three months ended and the nine months ended June 28, 2024 and June 30, 2023:

Three months ended Nine months ended

(in thousands) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

United States $ 719,573 $ 824,356 $ 2,128,274 $ 2,374,005

3 unchanged sentences

Total $ 822,364 $ 919,117 $ 2,413,756 $ 2,648,872

The table below shows the amount of net sales from external customers for each of the Company ’ s product categories which accounted for 10% or more of consolidated net sales in either period for the three months ended and the six months ended March 29, 2024 and March 31, 2023:

Three months ended Six months ended

(in thousands) March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023

Three months ended Nine months ended

(in thousands) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Metal Electrical Conduit and Fittings $ 137,057 $ 148,439 $ 423,993 $ 387,919

9 unchanged sentences

Net sales $ 822,364 $ 919,117 $ 2,413,756 $ 2,648,872

(a) Other Electrical products includes International Cable Management, Fiberglass Conduit and Corrosion Resistant Conduit

(b) Other S&I products includes Metal Framing and Fittings, Construction Services, Perimeter Security and Cable Management

SUBSEQUENT EVENTS

Subsequent to March 29, 2024, the Company has repurchased 204.8 thousand shares at a cost of $ 36.1 million as of May 7, 2024.

On May 2, 2024, the board of directors declared a quarterly cash dividend of $ 0.32 per share of common stock payable on May 31, 2024, to stockholders of record on May 21, 2024.

On July 31, 2024, the Board of Directors declared a quarterly cash dividend of $ 0.32 per share of common stock payable on August 30, 2024, to stockholders of record on August 20, 2024.

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