What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-08 compared with 2024-05-09 · 98 added, 86 removed, 274 unchanged (40% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

( In thousands, except share data)

( In thousands, except share data)(Unaudited)

Current assets:

31 unchanged sentences

10,000,000 authorized shares;

3,871,792 and 3,867,082 issued and 3,529,712 and 3,577,002 outstanding shares as of March, 31, 2024 and December 31, 2023, respectively

3,877,798 and 3,867,082 issued and 3,535,718 and 3,577,002 outstanding shares as of June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

Accumulated deficit

Treasury stock, at cost, 342,080 and 290,080 shares as of March 31, 2024, and December 31, 2023, respectively

Treasury stock, at cost, 342,080 and 290,080 shares as of June 30, 2024, and December 31, 2023, respectively

Total stockholders’ equity

5 unchanged sentences

Three Months Ended

Six Months Ended

Cost of products

4 unchanged sentences

Net interest expense

Loss on investments

Gain on disposal of property, plant and equipment

Loss on investments

Other expense

Total other (expense), net

Total other (expense) income

Income (loss) before income taxes

9 unchanged sentences

( In thousands ) ( Unaudited )

Three Months Ended

Six Months Ended

Operating activities

Net income (loss)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Inventories allowances

Allowance for credit losses on accounts receivable

Amortization of deferred finance and other assets

Depreciation and amortization

12 unchanged sentences

Accrued other expenses and other current liabilities

Net cash (used in) provided by operating activities

Net cash provided by operating activities

Investing activities

5 unchanged sentences

Repayment of the credit facility and notes payable

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Net change in cash and cash equivalents

8 unchanged sentences

Notes to Condensed Consolidated Financial Statements

Three Months Ended March 31, 2024 and 2023

Three and Six Months Ended June 30, 2024 and 2023

(In thousands, except share and per share data and percentages or as otherwise noted)

1 unchanged sentence

Basis of Presentation

The condensed consolidated balance sheet as of March 31, 2024, the condensed consolidated statements of operations for the three months ended March 31, 2024, and 2023, and the condensed consolidated statements of cash flows for the three months ended March 31, 2024, and 2023, have been prepared by BK Technologies Corporation (the “Company,” “we,” “us,” “our”), and are unaudited.

The condensed consolidated balance sheet as of June 30, 2024, the condensed consolidated statements of operations for the three and six months ended June 30, 2024, and 2023, and the condensed consolidated statements of cash flows for the six months ended June 30, 2024, and 2023, have been prepared by BK Technologies Corporation (the “Company,” “we,” “us,” “our”), and are unaudited but include all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the Company’s financial position, results of operations, and cash flows for the interim periods presented.

The condensed consolidated balance sheet as of December 31, 2023, has been derived from the Company’s audited consolidated financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.

These condensed consolidated financial statements have been prepared in accordance with the requirements of Article 8 of Regulation S-X and the instructions to Form 10-Q.

Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on March 14, 2024.

The results of operations for the three months ended March 31, 2024, and 2023, are not necessarily indicative of the operating results for a full year.

The results of operations for the three and six months ended June 30, 2024, and 2023, are not necessarily indicative of the operating results for a full year.

Principles of Consolidation

6 unchanged sentences

The Company’s financial instruments consist of cash and cash equivalents, trade accounts receivable, investments, accounts payable, accrued expenses, notes payable, credit facilities, and other liabilities.

As of March 31, 2024, and December 31, 2023, the carrying amount of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, notes payable, credit facilities, and other liabilities approximated their respective fair value due to the short-term nature and maturity of these instruments.

As of June 30, 2024, and December 31, 2023, the carrying amount of cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, notes payable, credit facilities, and other liabilities approximated their respective fair value due to the short-term nature and maturity of these instruments.

Effective September 14, 2022, the Company had an investment in Series B common membership interests of FG Financial Holdings, LLC (“FG Holdings LLC”).

As further discussed in Note 7, the Company recorded the investment according to guidance provided by ASC 820 “Fair Value Measurement,” as the Company did not have a controlling financial interest in, nor exerted significant influence over the activities of FG Holdings LLC.

The investment in Series B common membership interests of FG Holdings LLC was reported using net asset value (“NAV”) of interests held by the Company at period-end.

The investment in Series B common membership interests of FG Holdings LLC was reported using the net asset value (“NAV”) of interests held by the Company at period-end.

The NAV was calculated using the observable fair value of the underlying stock of FG Financial Group, Inc.

FGF) held by FG Holdings LLC, plus uninvested cash, less liabilities, further adjusted through allocations based on distribution preferences, as defined in operating agreement of FG Holdings LLC.

The NAV was used as a practical expedient and was not classified within the fair value hierarchy.

On January 25, 2024, the Company redeemed its Series B common membership interests (the “Interests”) of FG Holdings LLC and withdrew from FG Holdings LLC.

In exchange for its Interests, the Company received 52,000 shares of the Company’s Common Stock, with an approximate fair value of $ 650 on the date of the transaction and recorded a realized loss of $ 91 on the investment during the first quarter of 2024.

FGF) held by FG Holdings LLC, plus uninvested cash, less liabilities, further adjusted through allocations based on distribution preferences, as defined in the operating agreement of FG Holdings LLC.

The NAV was used as a practical expedient and has not been classified within the fair value hierarchy.

On January 25, 2024, the Company redeemed its Series B common membership interests (the “Interests”) in FG Holdings LLC and withdrew from FG Holdings LLC.

In exchange for the Interests, the Company received 52,000 shares of the Company’s Common Stock, with an approximate fair value of $ 650 on the date of the transaction and recorded a realized loss of $ 91 on the investment during the first quarter of 2024.

The shares received by the Company are held as treasury stock, increasing the total number of treasury shares held by the Company to 342,080 .

The Company incurred operating losses during 2023 and 2022 and reported negative cash flows from operations during 2022.

The Company’s operating results were significantly impacted by the worldwide shortages of materials, particularly semiconductors and integrated circuits, extended lead times, and increased costs and inventory levels for certain components in 2022 with improvement to pre-COVID pandemic levels through the fiscal year 2023.

On November 22, 2022, the Company’s subsidiaries, BK Technologies, Inc.

1 unchanged sentence

(the “Subsidiaries”), entered into an Invoice Purchase and Security Agreement (“IPSA”) with Alterna Capital Solutions, LLC (“Alterna”), providing for a one-year line of credit with total maximum funding up to $ 15 million (the “Line of Credit”).

On November 22, 2023, the IPSA was renewed for one more year, and is expected to be renewed in November 2024.

On November 22, 2023, the IPSA was renewed for one more year.

The Company used funds obtained from the Line of Credit to replace the JPMC Credit Agreement (defined below) (see Note 12).

11 unchanged sentences

The Company does not discuss recent pronouncements that are not anticipated to have a material impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.

ASU 2016-13 introduced an expected credit loss methodology for the measurement and recognition of credit losses on most financial assets, including financial assets arising from revenue transactions, such as accounts receivable.

The new expected credit loss methodology, which is based on a combination of historical experience, current conditions, and reasonable and supportable forecasts, replaced the incurred loss model for measuring and recognizing expected credit losses.

This ASU is effective for the Company for 2023, and management incorporated this guidance into its methodology for estimating its accounts receivable allowances.

Based on historical trends, the financial condition of the Company’s customers, and management’s expectations of economic and industry factors affecting the Company’s customers, the adoption of ASU 2016-13 did not have a material effect on the Company’s consolidated financial statements.

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures which expands annual and interim disclosure requirements for reportable segments, primarily through enhance disclosures about significant segment expenses.

The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company is currently evaluating the impact of the adoption of this standard on its financial statements.

Significant Events and Transactions

2 unchanged sentences

In connection with the Agreements, the Company and East West entered into a Stock Purchase Agreement (the “SPA”), pursuant to which East West purchased 77,520 shares of the Company’s common stock (the “BKTI Stock”) for an investment of $ 1,000 .

The number of shares of BKTI Stock was determined based upon a price per share of $ 12.90 ,which is equal to the average of the closing price of BKTI Stock on the NYSE American exchange for the 30 most recent trading days prior to November 6, 2023, rounded up to the nearest whole number of shares.

The number of shares of BKTI Stock was determined based upon a price per share of $ 12.90 , which is equal to the average of the closing price of BKTI Stock on the NYSE American for the 30 most recent trading days prior to November 6, 2023, rounded up to the nearest whole number of shares.

Additionally, East West purchased a warrant (“Warrant”), with a five-year term to purchase up to 135,300 shares of the Company’s common stock at an exercise price per share of $15.00.

1 unchanged sentence

The payment included a $ 950 reduction in accounts payable and $ 50 in cash.

The BKTI Stock, the Warrant and the shares issuable upon exercise of the Warrant are deemed to be issued to an accredited investor in a private placement exempt from the registration pursuant to Section 4(a)(2) of the Securities Act of1933, as amended (“Securities Act”).

The Company’s reliance upon Section 4(a)(2) of the Securities Act is based in part upon the following factors:

(a) the issuance of the securities was in connection with isolated private transactions which did not involve any public offering;

(b) there were a limited number of offerees;

(c) there will be no subsequent or contemporaneous public offerings of the Warrant or the shares underlying the Warrant by the Company;

and (d) the negotiations for the sale of the securities took place directly between East West and the Company.

Allowance for Credit Losses

The allowance for credit losses on trade receivables was approximately $ 50 on gross trade receivables of $ 11,517 and $ 7,952 as of March 31, 2024, and December 31, 2023, respectively.

The allowance for credit losses on trade receivables was approximately $ 122 and $ 50 on gross trade receivables of $ 11,650 and $ 7,952 as of June 30, 2024, and December 31, 2023, respectively.

The measurement and recognition of credit losses involves the use of judgment and represents management’s estimate of expected lifetime credit losses based on historical experience and trends, current conditions, and forecasts.

The Company’s assessment of expected credit losses includes consideration of historical credit loss experience, the aging of account balances, customer concentrations, customer credit-worthiness, current and expected economic, market and industry factors affecting the Company’s customers, including their financial condition.

The Company’s assessment of expected credit losses includes consideration of historical credit loss experience, the aging of account balances, customer concentrations, customer credit-worthiness, and current and expected economic, market and industry factors affecting the Company’s customers, including their financial condition.

The Company evaluates its experience with historical losses and then applies this historical loss ratio to financial assets with similar characteristics.

Based on information available, management believes the allowance for credit losses as of March 31, 2024 and December 31, 2023 is adequate.

Based on information available, management believes the allowance for credit losses as of June 30, 2024 and December 31, 2023 is adequate.

Inventories, Net

Inventories, which are presented net of allowance for slow moving, excess, and obsolete inventory, consisted of the following:

June 30, 2024

December 31, 2023

Finished goods

$ 4,907 $ 4,622

Work in process

Raw materials

11,208 11,055

$ 21,591 $ 23,952

Allowances for slow-moving, excess, or obsolete inventory are used to state the Company’s inventories at the lower of cost or net realizable value.

The allowances were approximately $ 1,333 as of March 31, 2024, compared with approximately $ 1,838 as of December 31, 2023.

The Company has recorded $ 21 tax expense for the three months ended March 31, 2024.

The Company recorded no tax expense or benefit for the three months ended March 31, 2023.

The allowances were approximately $ 1,333 as of June 30, 2024, compared with approximately $ 1,838 as of December 31, 2023.

The Company has recorded $ 220 and $ 241 tax expense for the three and six months ended June 30, 2024, respectively.

The Company recorded no tax expense or benefit for the same periods last year.

The Company’s income tax provision is based on management’s estimate of the effective tax rate for the full year.

1 unchanged sentence

As a result, the Company may experience significant fluctuations in the effective book tax rate (that is, tax expense divided by pre-tax book income) from period to period.

As of March 31, 2024, the Company’s net deferred tax assets totaled approximately $ 4,116 and were primarily derived from research and development tax credits, deferred revenue, and net operating loss carryforwards.

As of June 30, 2024, the Company’s net deferred tax assets totaled approximately $ 4,116 and were primarily derived from research and development tax credits, deferred revenue, and net operating loss carryforwards.

In order to fully utilize the net deferred tax assets, the Company will need to generate sufficient taxable income in future years.

2 unchanged sentences

Based on the analysis of all available evidence, both positive and negative, the Company has concluded that it does not have the ability to generate sufficient taxable income in the necessary period to utilize the entire benefit for the deferred tax assets.

Accordingly, the Company established a valuation allowance of $ 4,398 as of March 31, 2024, and December 31, 2023, respectively.

Accordingly, the Company established a valuation allowance of $ 4.4 million as of June 30, 2024, and December 31, 2023, respectively.

The Company cannot presently estimate what, if any, changes to the valuation of its deferred tax assets may be deemed appropriate in the future.

If the Company incurs future losses, it may be necessary to record additional valuation allowance related to the deferred tax assets recognized as of March 31, 2024.

If the Company incurs future losses, it may be necessary to record additional valuation allowance related to the deferred tax assets recognized as of June 30, 2024.

Capitalized Product Development Costs

2 unchanged sentences

Upon the general release of the LMR multi-band mobile radio product currently in development to customers, development costs for that product will be amortized over periods not exceeding ten years, based on future revenue of the product.

Capitalized product development costs are $ 147 as of March 31, 2024.

Capitalized product development costs are $ 283 and $ 430 for the three and six months ended June 30, 2024, respectively.

On January 25, 2024, the Company redeemed its Series B common membership interests (the “Interests”) of FG Holdings LLC and withdrew from FG Holdings LLC.

11 unchanged sentences

As of December 31, 2023, the members and affiliates of FG Holdings LLC beneficially owned in the aggregate 5,666,111 shares of FGF's common stock, representing approximately 55 % of FGF's outstanding shares.

Additionally, FG and its affiliates constitute the largest stockholder of the Company.

Kyle Cerminara, who served as a director of the Company and chairman of the Board of Directors until December 14, 2023, is Chief Executive Officer, Co-Founder, and Partner of FG and serves as chairman of the board of directors of FG Group Holdings Inc., the entity that is a majority Series B member in FG Holdings LLC.

Additionally, FG and its affiliates constituted the largest stockholder of the Company.

Cerminara also serves as a manager of FG Holdings, LLC and chairman of the board of directors of FGF.

2 unchanged sentences

All share and per share information in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the Reverse Stock Split.

The changes in condensed consolidated stockholders’ equity for the three months ended March 31, 2024, and 2023, are as follows:

Common Stock Shares

Common Stock Amount

Additional Paid-In Capital

The changes in condensed consolidated stockholders’ equity for the three and six months ended June 30, 2024, and 2023, are as follows:

Balance at December 31, 2023

4 unchanged sentences

Balance at March 31, 2024

Common Stock Shares

Common Stock Amount

Additional Paid-In Capital

Common stock issued under restricted stock units

Share-based compensation expense-stock options

Share-based compensation expense-restricted stock units

Balance at June 30, 2024

Balance at December 31, 2022

4 unchanged sentences

Balance at March 31, 2023

Common stock issue

Common stock issued under restricted stock units

Share-based compensation expense-stock options

Share-based compensation expense-restricted stock units

Balance at June 30, 2023

Income (Loss) Per Share

1 unchanged sentence

Three Months Ended

Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Net income (loss) for basic and diluted earnings per share

Denominator for basic income (loss) per weighted average shares

Denominator for basic loss per share weighted average shares

Effect of dilutive securities:

Options and restricted stock units

Denominator for diluted income (loss) per weighted average shares

Denominator for diluted income (loss) per share weighted average shares

Basic income (loss) per share

Diluted income (loss) per share

Approximately 255,500 stock options and 0 restricted stock units for the three months ended March 31, 2024, and 198,300 stock options and 41,129 restricted stock units for the three months ended March 31, 2023, were excluded from the calculation because they were anti-dilutive.

Approximately 137,600 stock options and 35,682 restricted stock units for the three and six months ended June 30, 2024, and 226,900 stock options and 41,129 restricted stock units for the three and six months ended June 30, 2023, were excluded from the calculation because they were anti-dilutive.

Non-Cash Share-Based Employee Compensation

1 unchanged sentence

The Company has employee and non-employee director share-based incentive compensation plans.

Related to these programs, the Company recorded non-cash share-based employee compensation expense of $ 55 for the three months ended March 31, 2024, compared with $ 58 for the same period last year.

Related to these programs, the Company recorded non-cash share-based employee compensation expense of $ 77 and $ 132 for the three and six months ended June 30, 2024, respectively, compared with $ 61 and $ 119 for the same periods last year.

The Company considers its non-cash share-based employee compensation expenses as a component of cost of products and selling, general and administrative expenses.

1 unchanged sentence

The Company uses the Black-Scholes-Merton option valuation model to calculate the fair value of stock option grants under this plan.

The non-cash share-based employee compensation expense recorded in the three months ended March 31, 2024, was calculated using certain assumptions.

The non-cash share-based employee compensation expense recorded in the three months ended June 30, 2024, was calculated using certain assumptions.

Such assumptions are described more comprehensively in Note 10 (Share-Based Employee Compensation) of the Notes to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Non-Cash Share-Based Employee Compensation (continued)

A summary of activity under the Company’s stock option plans during the three months ended March 31, 2024, is presented below:

A summary of activity under the Company’s stock option plans during the six months ended June 30, 2024, is presented below:

As of January 1, 2024

Remaining Contractual

($) Per Share

Intrinsic Value ($)

As of January 1, 2024

Period activity

As of March 31, 2024

As of June 30, 2024

Restricted Stock Units

The Company recorded non-cash restricted stock unit compensation expense of $ 121 for the three months ended March 31, 2024, compared with $ 69 for the same period last year.

The Company recorded non-cash restricted stock unit compensation expense of $ 148 and $ 269 for the three and six months ended June 30, 2024, compared with $ 63 and $ 132 for the same periods last year.

A summary of non-vested restricted stock under the Company’s non-employee director share-based incentive compensation plan is as follows:

Number of Shares

Weighted Average Grant Date

3 unchanged sentences

Cancelled/forfeited

Unvested as of March 31, 2024

Unvested as of June 30, 2024

Commitments and Contingencies

5 unchanged sentences

Where a loss is not probable or the amount of the loss is not estimable, the Company does not accrue legal reserves, consistent with applicable accounting guidance.

There were no pending material claims or legal matters as of March 31, 2024.

Commitments and Contingencies (continued)

There were no pending material claims or legal matters as of June 30, 2024.

Purchase Commitments

As of March 31, 2024, the Company had purchase commitments for inventory totaling approximately $ 12,308 .

As of June 30, 2024, the Company had purchase commitments for inventory totaling approximately $ 13,346 .

Significant Customers

Sales to United States government agencies represented approximately $ 9,830 ( 53.9 %) of the Company’s net total sales for the three months ended March 31, 2024, compared with approximately $ 8,644 ( 46.2 %) for the same period last year.

Accounts receivable from agencies of the United States government were $ 5,941 as of March 31, 2024, compared with approximately $ 3,412 at the same date last year.

Sales to United States government agencies represented approximately $ 6,154 ( 30.4 %) and $ 15,984 ( 41.5 %) of the Company’s net total sales for the three and six months ended June 30, 2024, respectively, compared with approximately $ 8,785 ( 46.2 %) and $ 17,429 ( 46.2 %), for the same periods last year.

Accounts receivable from agencies of the United States government were $ 2,027 as of June 30, 2024, compared with approximately $ 2,412 at the same date last year.

Geopolitical Tensions and COVID-19

8 unchanged sentences

The Line of Credit bears an interest rate of Prime plus 1.85 %.

The effective borrowing rate under the IPSA was 10.35 % as of March 31, 2024.

Interest and related servicing fees for the three months ended March 31, 2024, was approximately $ 201 .

The effective borrowing rate under the IPSA was 10.35 % as of June 30, 2024.

Interest and related servicing fees for the three and six months ended June 30, 2024, were approximately $ 137 and $ 338 , respectively.

Under the arrangement, the Company may transfer eligible short-term trade receivables to the conduit, with full recourse, on a daily basis in exchange for cash.

3 unchanged sentences

(“JPMC”), which expired on January 31, 2023 .

During the three months ended March 31, 2024, the Company transferred receivables having an aggregate face value of $ 17.5 million to the conduit and received proceeds of $ 15.0 million, which also includes draws on available inventory funding.

There were no losses incurred on these transfers during the three months ended March 31, 2024.

As of March 31, 2024, the outstanding borrowings under the IPSA were approximately $ 7.3 million and the outstanding principal amount of receivables transferred under the IPSA amounted to $ 11.0 million.

Debt (continued)

During the three and six months ended June 30, 2024, the Company transferred receivables having an aggregate face value of $ 17.9 and $ 35.4 , respectively, to the conduit and received proceeds of approximately $ 14.0 and $ 29.0 , respectively, which also includes draws on available inventory funding.

There were no losses incurred on these transfers during the three and six months ended June 30, 2024.

As of June 30, 2024, the outstanding borrowings under the IPSA were approximately $ 3.7 million and the outstanding principal amount of receivables transferred under the IPSA amounted to $ 8.4 million.

Notes Payable

5 unchanged sentences

Bank National Association, as a lender, entered into a Master Loan Agreement in the amount of $ 425 to finance various items of manufacturing equipment.

The loan is collateralized by the equipment purchased using the proceeds.

The Master Loan Agreement is payable in 60 equal monthly principal and interest payments of approximately $ 8 beginning on October 25, 2019 , matures on September 25, 2024 , and bears a fixed interest rate of 5.11 %.

The following table summarizes the notes payable principal repayments subsequent to March 31, 2024:

Remaining nine months of 2024

Total payments

The loan was collateralized by the equipment purchased using the proceeds.

The Master Loan Agreement was payable in 60 equal monthly principal and interest payments of approximately $ 8 beginning on October 25, 2019 , was scheduled to mature on September 25, 2024 , and bore a fixed interest rate of 5.11 %.

This note payable was paid in full on June 24, 2024.

The Company accounts for its leasing arrangements in accordance with Topic 842, “Leases.” The Company leases manufacturing and office facilities and equipment under operating leases and determines if an arrangement is a lease at inception.

9 unchanged sentences

Annual rental, maintenance, and tax expenses for the facility will be approximately $ 196 for the first year, increasing by approximately 3% for each subsequent 12-month period.

Leases (continued)

Lease costs consisted of the following:

Three Months Ended

Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Operating lease cost

2 unchanged sentences

Total lease cost

Leases (continued)

Supplemental cash flow information related to leases was as follows:

Three Months Ended

Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Cash paid for amounts included in the measurement of lease liabilities:

4 unchanged sentences

Other information related to operating leases was as follows:

June 30, 2024

Weighted average remaining lease term (in years)

Weighted average discount rate

Maturity of lease liabilities as of March 31, 2024, were as follows:

Remaining nine months of 2024

Maturity of lease liabilities as of June 30, 2024, were as follows:

June 30, 2024

Remaining six months of 2024

Total payments

2 unchanged sentences

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