What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-11-22 compared with 2022-11-23 · 77 added, 84 removed, 248 unchanged (39% of the section changed)

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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Form 10-Q contains certain statements that are "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995, and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

This Form 10-K contains certain statements that are "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995, and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-Looking Statements

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Such statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions.

Among others, these include risks related to the ongoing supply chain and transportation challenges impacting businesses globally, the ongoing COVID-19 pandemic and efforts to mitigate the same, risks related to ongoing inflationary pressures as well as present concerns about a potential recession and the ability of companies like us to operate a global business in such conditions, risks arising from the present war in Ukraine, the highly competitive market in which our company operates, rapid changes in technologies that may displace products sold by us, declining prices of networking products, our reliance on distributors and other third parties to sell our products, the potential for significant purchase orders to be canceled or changed, delays in product development efforts, uncertainty in user acceptance of our products, the ability to integrate our products and services with those of other parties in a commercially accepted manner, potential liabilities that can arise if any of our products have design or manufacturing defects, our ability to integrate and realize the expected benefits of acquisitions such as our recently completed acquisition of Ventus, our ability to defend or settle satisfactorily any litigation, uncertainty in global economic conditions and economic conditions within particular regions of the world which could negatively affect product demand and the financial solvency of customers and suppliers, the impact of natural disasters and other events beyond our control that could negatively impact our supply chain and customers, potential unintended consequences associated with restructuring, reorganizations or other similar business initiatives that may impact our ability to retain important employees or otherwise impact our operations in unintended and adverse ways, the ability to achieve the anticipated benefits and synergies associated with acquisitions or divestitures and changes in our level of revenue or profitability which can fluctuate for many reasons beyond our control.

These and other risks, uncertainties and assumptions identified from time to time in our filings with the United States Securities and Exchange Commission, including without limitation, those set forth in Item 1A, Risk Factors, of this Annual Report on Form 10-K and other quarterly filings on Form 10-Q and other subsequent filings, could cause our actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf.

Among others, these include risks related to ongoing and varying inflationary and deflationary pressures around the world and the monetary policies of governments globally as well as present concerns about a potential recession and the ability of companies like us to operate a global business in such conditions as well as negative effects on product demand and the financial solvency of customers and suppliers in such conditions, risks related to ongoing supply chain challenges that continue to impact businesses globally, risks arising from the present war in Ukraine and the Middle East, the highly competitive market in which our company operates, rapid changes in technologies that may displace products sold by us, declining prices of networking products, our reliance on distributors and other third parties to sell our products, the potential for significant purchase orders to be canceled or changed, delays in product development efforts, uncertainty in user acceptance of our products, the ability to integrate our products and services with those of other parties in a commercially accepted manner, potential liabilities that can arise if any of our products have design or manufacturing defects, our ability to integrate and realize the expected benefits of acquisitions, our ability to defend or settle satisfactorily any litigation, the impact of natural disasters and other events beyond our control that could negatively impact our supply chain and customers, potential unintended consequences associated with restructuring, reorganizations or other similar business initiatives that may impact our ability to retain important employees or otherwise impact our operations in unintended and adverse ways, and changes in our level of revenue or profitability which can fluctuate for many reasons beyond our control.

These and other risks, uncertainties and assumptions identified from time to time in our filings with the United States Securities and Exchange Commission, including without limitation, those set forth in Item 1A, Risk Factors, of this Annual Report on Form 10-K, subsequent filings on Form 10-Q and other filings, could cause our actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf.

Many of such factors are beyond our ability to control or predict.

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In fiscal 2023, our key operating objectives included:

• continued growth of both SmartSense by Digi and Ventus that are the base of our IoT Solutions segment;

• delivering growth within our IoT Products & Services segment through new product introductions;

• integration of our recently acquired Ventus business.

During the course of fiscal 2022, the supply chain difficulties presently impacting businesses globally continued to affect our business.

We devoted significant time and resources towards mitigating these impacts during the fiscal year.

• continuing to transition to complete solutions with software and service offerings included with our products, as this drives ARR, which provides more predictable and higher margin revenues;

• delivering a higher level of services across our businesses.

During fiscal 2023 we delivered on these objectives by increasing ARR by 12% from the end of fiscal 2022 to the end of fiscal 2023.

This included an increase of 47% in our Products and Services business segment and 5% in our Solutions business segment.

We also believe our high service levels are evidenced by an overall increase in revenues of 15% from fiscal 2022 to fiscal 2023.

We utilize many financial, operational, and other metrics to evaluate our financial condition and financial performance.

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• Gross profit margin was 56.7% versus 55.7%.

Gross profit margin excluding amortization was 57.1% compared to 55.5%.

• Consolidated operating income was $38 million, compared to $11 million, an increase of 263%.

• Net income was $25 million, compared to $19 million, an increase of 28%.

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• Adjusted EBITDA was $97 million , or 21.7% of revenue, compared to $79 million or 20.5% of revenue.

• Annualized Recurring Revenue, or ARR, was over $94 million at year end, an increase of 149%.

• We completed the acquisition of Ventus in the first fiscal quarter of 2022.

Recent Events Impacting Fiscal 2022 Results

Acquisition of Ventus

On November 1, 2021, we acquired Ventus for approximately $350 million in cash.

The acquisition was funded through a combination of cash on hand and debt financing under an amended and restated credit facility committed by BMO Harris Bank N.A.

(see Note 7 ).

In the first quarter of fiscal 2022, the preliminary purchase price allocation was recorded, including related determinations of fair value and income tax implications.

In the fourth quarter of fiscal 2022, we recorded purchase price allocation adjustments to adjust for new information.

As a result, in our final purchase price allocation we have $119 million of goodwill and $211 million of other intangibles on our consolidated balance sheets at September 30, 2022.

The results of operations following the acquisition date are now included in our 2022 results within our IoT Solutions segment.

• ARR was over $106 million at the end of the fiscal year, an increase of 12%.

Key trends regarding our existing business

The following trends affected our financial performance in fiscal 2022 and 2021, and we expect these trends will continue to impact our results in the future:

• We believe the market for IoT products and related services is in the midst of a long-term expansion.

We believe our IoT Products & Services business is positioned for modest revenue and profitability growth and that our IoT Solutions business is positioned for more significant revenue and profitability growth given the large total addressable market for condition monitoring and asset tracking services that is in earlier stages of adoption.

• As recurring revenue from subscription and cloud monitoring services becomes a greater portion of our overall revenue, we expect gross margins to increase as the revenue of incremental subscriptions is not offset at the same rate as expected increases in costs associated with implementing new subscribers.

There are a number of circumstances globally that we are monitoring for potential impacts on our business.

While the Covid-19 pandemic has ceased disrupting daily life, new variants of the virus continue to emerge.

If any of these are considered dangerous, governments may react with a return to more restrictive policies.

Global economic conditions and political tensions also have the ability to cause business disruptions.

For instance, because of the war in Ukraine sanctions remain imposed on trade with Russia and Belarus which has the potential to disrupt the supply of raw materials needed to make components.

Political tensions between China and western governments have become more heightened which could lead to similar disruptions.

And the ongoing war in the Middle East could have a range of negative impacts for the global economy such as increases in the price of oil which could impact transportation costs.

Central banks globally have increased interest rates significantly in an effort to combat inflation which has heightened concerns of recession in many regions of the world.

These situations could all lead to potential adverse impacts on a wide range of businesses and could disrupt supply chains and impact the businesses of our vendors and customers in ways that could impact our sales.

With respect to supply chain, conditions did improve during fiscal 2023, but we still experience shortages of some important components.

These supply chain shortages have led to component purchases at levels that were higher than historical trends to assure we could meet customer demand which drove higher levels of inventory.

We increased our inventory write downs in the fourth fiscal quarter of 2023.

We expect the supply chain to continue to normalize in fiscal 2024 as we work through elevated inventory levels.

In addition, to the above macro conditions, we believe the following trends will continue to impact our business in fiscal 2024 and beyond:

• We believe the market for Industrial IoT products and services is in the midst of a long-term expansion across a broad range of industries and solutions.

• As recurring revenue from subscription and cloud monitoring services becomes a greater portion of our overall revenue, delivering at higher gross margins rates than one-time revenue, we expect gross margin rates to expand.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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IoT Products & Services revenue increased 16.1% for fiscal 2023, as compared to fiscal 2022.

This primarily was the result of:

• increased sales of console server and cellular products driven by demand for data center and edge based deployments and increased OEM sales in the second half of 2022.

This increase was partially offset by:

• decreased sales of infrastructure management products, driven by supply chain challenges.

This primarily was the result of growth in the volume of sales in our OEM and Infrastructure Management product lines.

IoT Solutions

IoT Solutions revenue increased 9.5% for fiscal 2023, as compared to fiscal 2022.

This primarily was the result of:

• the additional recurring revenue from our November 2021 acquisition of Ventus.

This increase were partially offset by:

• decreased one-time customer implementation sales, due to significant activity from a few large customers in 2021 that did not recur in 2022.

This was the result of growth in the volume of sales in both our SmartSense by Digi and Ventus offerings, as well as 2022 results excluding the results of Ventus prior to our November acquisition.

ARR was $106 million as of September 30, 2023, compared to $95 million as of September 30, 2022.

IoT Products & Services ARR was $22 million as of September 30, 2023, compared to $15 million as of September 30, 2022.

IoT Solutions ARR was $84 million as of September 30, 2023, compared to $80 million as of September 30, 2022.

These increases in ARR in both business segments were driven by the expansion of business with existing customers who purchase on a subscription basis as well as sales to new customers.

While it is possible to experience a loss of subscription based customer business due to contraction of a customer’s business or through competition, in general we believe if we provide a high level of service to our subscription based customers our level of ARR will continue to increase over time.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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IoT Product & Services

IoT Products & Services gross profit margin decreased 90 basis points for fiscal 2022 as compared to the prior fiscal year.

This decrease primarily was a result of:

• increased production and distribution costs due to the continuing supply chain challenges, as well as changes in product and customer mix.

IoT Products & Services gross profit margin increased 60 basis points for fiscal 2023 as compared to the prior fiscal year.

This increase was primarily the result of a reduction in the price of component purchases due to eased inflationary pressures partially offset by write-downs of inventory.

IoT Solutions

The IoT Solutions gross profit margin increased 280 basis points for fiscal 2023 as compared to the prior fiscal year.

This increase primarily was a result of:

• additional recurring subscription revenue, from the acquisition of Ventus, which typically has a high gross profit margin.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This increase was primarily the result of growth in higher margin ARR subscription revenues.

OPERATING EXPENSES

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General and administrative 61,779 13.9 58,802 15.2 2,977 5.1

Change in fair value of contingent consideration (6,200) (1.6) 5,772 1.9 (11,972) 100.0

Restructuring charges, net 275 0.1 995 0.3 (720) (72.4)

Change in fair value of contingent consideration — — (6,200) (1.6) 6,200 N/M

Total operating expenses $ 202,108 45.4 % $ 178,066 45.9 % $ 24,042 13.5 %

The $21.9 million increase in operating expenses in fiscal 2022 from fiscal 2021 primarily was the result of:

• incremental operating expenses from our acquisitions of Ventus, Haxiot and Ctek.

This increase was partially offset by:

• a $5.8 million increase in contingent consideration in prior year compared to a $6.2 million reduction in 2022 and a decrease in restructuring charges.

The $24.0 million increase in operating expenses in fiscal 2023 from fiscal 2022 primarily was the result of no fair value changes of contingent consideration in 2023 compared to a $6.2 million gain in 2022, incremental investments in Opengear and SmartSense by Digi, an increase in stock-based compensation expense and an increase in costs associated with ongoing litigation.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OTHER EXPENSE, NET

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Other expense, net:

Interest income $ 11 — $ 10 — % $ 1 10.0

Interest expense (19,701) (5.1) % (1,395) (0.5) (18,306) 1,312.3

Interest expense, net $ (25,236) (5.7) % $ (19,690) (5.1) % $ (5,546) 28.2 %

Other expense, net 59 — 98 — (39) (39.8)

Total other expense, net $ (25,177) (5.7) % $ (19,592) (5.1) % $ (5,585) 28.5 %

The $18.1 million increase in other expense in fiscal 2022 from fiscal 2021 primarily was the result of:

• an increase to our interest expense as we refinanced our revolving loan with a new credit facility in November 2021 and wrote off a portion of the deferred financing fees associated with our prior credit facility to fund the acquisition of Ventus.

(see Note 7 to the condensed consolidated financial statements).

The $5.6 million increase in other expense in fiscal 2023 from fiscal 2022 primarily was the result of an increase in our interest expense due to an increase in our effective interest rate (see Note 7 to the condensed consolidated financial statements).

Our effective income tax benefit rates were 0.6%, (4.1)% and (15.2)% for fiscal 2023, 2022 and 2021, respectively.

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KEY BUSINESS METRICS

Annualized Recurring Revenue ("ARR") represents the annualized monthly value of all billable subscription contracts, measured at the end of any fiscal period.

Annualized Recurring Revenue, or ARR, represents the annualized monthly value of all billable subscription contracts, measured at the end of any fiscal period.

Subscriptions primarily include contracts for term-based equipment usage, the delivery of data insights, extended warranty coverage or customer service coverage.

ARR excludes one-time items such as non-bundled hardware sales, professional services and wireless design services.

Contracts with known, future expiration dates are included in ARR through their expiration date as long as collection is deemed likely.

ARR should be viewed independently of revenue and deferred revenue and is not intended to replace or forecast either item.

Digi management uses ARR to manage and assess the growth of our subscription revenue business.

Because ARR does not have a consistent definition, it is unlikely to be compared to the similarly titled measurements of other companies.

We believe ARR is an indicator of the scale of our subscription revenue business and is less subject to seasonality and contract term changes than other metrics.

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Non-GAAP measures are not substitutes for GAAP measures for the purpose of analyzing financial performance.

The disclosure of these measures does not reflect all charges and gains that were actually recognized by Digi.

The disclosure of these measures does not reflect all charges and gains that actually were recognized by Digi.

These non-GAAP measures are not in accordance with, or, an alternative for measures prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies or presented by us in prior reports.

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Additionally, Adjusted EBITDA does not reflect our cash expenditures, the cash requirements for the replacement of depreciated and amortized assets, or changes in or cash requirements for our working capital needs.

We believe that providing historical and adjusted net income and adjusted net income per diluted share, respectively, exclusive of such items as reversals of tax reserves, discrete tax benefits, restructuring charges and reversals, intangible amortization, stock-based compensation, other non-operating income/expense, adjustments to estimates of contingent consideration, acquisition-related expenses and interest expense related to acquisition permits investors to compare results with prior periods that did not include these items.

We believe that providing historical and adjusted net income and adjusted net income per diluted share, respectively, exclusive of such items as reversals of tax reserves, discrete tax benefits, restructuring charges and reversals, intangible amortization, stock-based compensation expense, other non-operating income/expense, adjustments to estimates of contingent consideration, acquisition-related expenses and interest expense related to acquisition permits investors to compare results with prior periods that did not include these items.

Management uses the aforementioned non-GAAP measures to monitor and evaluate ongoing operating results and trends and to gain an understanding of our comparative operating performance.

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Net income 24,770 5.6 % $ 19,383 5.0 %

Interest expense (income), net 19,690 1,385

Interest expense, net 25,236 19,690

Income tax (benefit) 148 (755)

Depreciation and amortization 31,979 33,839

Stock-based compensation 8,578 8,135

Stock-based compensation expense 13,286 8,578

Changes in fair value of contingent consideration — (6,200)

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Amortization 25,226 0.68 27,195 0.76

Stock-based compensation 8,578 0.24 8,135 0.24

Stock-based compensation expense 13,286 0.36 8,578 0.24

Other non-operating expense (59) — (98) —

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Diluted weighted average common shares 36,869 35,995

(1) The tax effect from the above adjustments assumes and estimated effective tax rate of 18.0% for fiscal 2022 and 2021 based on adjusted net income.

(2) For the twelve months ended September 30, 2022, discrete tax benefits include excess tax benefits recognized on stock compensation and expiring statute of limitations.

For the twelve months ended September 30, 2021,discrete tax benefits include excess tax benefits recognized on stock compensation, an adjustment of our state deferred tax rate due to the Opengear acquisition and expiring statute of limitations.

(1) The tax effect from the above adjustments assumes an estimated effective tax rate of 18.0% for fiscal 2023 and 2022 based on adjusted net income.

(2) For the twelve months ended September 30, 2023 and September 30, 2022, discrete tax benefits include excess tax benefits recognized on stock compensation and expiring statute of limitations.

(3) Adjusted net income per diluted share may not add due to the use of rounded numbers.

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Our liquidity requirements arise from our working capital needs, and to a lesser extent, our need to fund capital expenditures to support our current operations and facilitate growth and expansion.

On December 22, 2021, Digi entered into a third amended and restated credit agreement with BMO.

During the second quarter of fiscal 2021 we sold 4,025,000 shares of our common stock and received net proceeds of $73.8 million (see Note 13 to our consolidated financial statements).

Our outstanding debt as of September 30, 2023 was issued under a third amended and restated credit agreement Digi entered with BMO on December 22, 2021.

Digi refinanced the Term Loan Facility and Revolving Loan Facility under its existing credit agreement entered into on November 1, 2021, but did not receive any additional proceeds from nor modify the amounts of any facilities or subfacilities contained within that credit agreement.

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For additional information regarding the terms of our Credit Facility (see Note 7 to our consolidated financial statements).

Additionally, during the second quarter of fiscal 2021 we sold 4,025,000 shares of our common stock and received net proceeds of $73.8 million.

We expect positive cash flows from operations.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As follows, our consolidated statement of cash flows for the years ended September 30, 2022 and 2021 is summarized:

As follows, our consolidated statements of cash flows for the years ended September 30, 2023 and 2022 is summarized:

Year ended September 30,

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Effect of exchange rate changes on cash and cash equivalents (1,113) 1,474

Net increase (decrease) in cash and cash equivalents $ (117,532) $ 98,303

Net decrease in cash and cash equivalents $ (3,207) $ (117,532)

Cash flows from operating activities decreased $1.0 million primarily as a result of:

• an increase in operating assets and liabilities (net of acquisitions) during the period of $25.3 million, including a $41.4 million increase in inventory, compared to a decrease of $13.6 million in fiscal 2021,

• a decrease in the fair value of contingent consideration of $6.2 million in 2022 compared to an increase of $5.8 million in fiscal 2021, and

• a decrease in the provision for bad debt.

• an increase in net operating assets and liabilities (net of acquisitions) during fiscal 2023 of $19.1 million, compared to $18.4 million in fiscal 2022,

• a decrease in amortization expense, and

• increases in deferred income tax benefits (provisions) and provisions for bad debt.

These decreases were partially offset by:

• an increase in the provision for inventory of $5.7 million in fiscal 2022.

• increases in depreciation and amortization expenses, deferred income tax benefits and net income.

• no changes in the fair value of contingent consideration in fiscal 2023 compared to a decrease of $6.2 million in fiscal 2022, and

• increases in stock compensation expense and net income.

Cash flows used in investing activities decreased $345.2 million primarily as a result of:

• an increase of $328.4 million used for acquisitions, primarily related to our November 2021 acquisition of Ventus (see Note 2 to the consolidated financial statements).

Cash flows from financing activities increased $130.5 million primarily as a result of:

• an increase of $350.0 million in proceeds from the Term Loan issued in November 2021.

• no acquisitions occurring in fiscal 2023 compared to $347.5 million used for acquisitions in fiscal 2022, primarily related to our November 2021 acquisition of Ventus (see Note 2 to the consolidated financial statements).

This increase was partially offset by:

• payments of debt issuance costs of $13.4 million,

• $73.8 million in proceeds from stock issuance in Q2 2021,

• payments of $48.1 million upon the closing of the Term Loan issued in November 2021 to retire the previous credit facility, and

• early payments of $100.0 million on the new Term Loan issued in November 2021 compared to $15.6 million in debt payments in fiscal 2021 on the previous credit facility (see Note 7 to the condensed consolidated financial statements).

• an increase in purchases of property, equipment, improvements and certain other intangible assets.

Cash flows from financing activities decreased $227.3 million primarily as a result of:

• no proceeds from loans in fiscal 2023 compared to $350.0 million in proceeds from the Term Loan issued in November 2021 in fiscal 2022, and

• a reduction in proceeds from stock plan transactions.

This decrease was partially offset by:

• payments on debt of $36.4 million in fiscal 2023 compared to $148.1 million in fiscal 2022,

• no payments of debt issuance costs in fiscal 2023 compared to $13.4 million in fiscal 2022,

• an increase in ESPP proceeds, and

• a decrease in taxes paid for net share settlements.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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FOREIGN CURRENCY

We are not exposed to foreign currency transaction risk associated with sales transactions as the majority of our sales are denominated in U.S.

We are not exposed to a significant amount of foreign currency transaction risk associated with sales transactions as the majority of our sales are denominated in U.S.

We are exposed to foreign currency translation risk as the financial position and operating results of our foreign subsidiaries are translated into U.S.

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We have not implemented a formal hedging strategy.

During 2022 and 2021, we had approximately $85.8 million and $80.7 million, respectively, of revenue related to foreign customers including export sales, of which $0.8 million were denominated in foreign currencies, predominantly the Canadian Dollar.

During fiscal 2020, we had approximately $65.8 million of revenue to foreign customers including export sales, of which $1.7 million was denominated in foreign currencies, predominantly the Euro and British Pound.

During 2023, 2022 and 2021, we had approximately $121.1 million, $85.8 million and $80.7 million, respectively, of revenue related to foreign customers including export sales, of which $0.8 million were denominated in foreign currencies, predominantly the Canadian Dollar.

In future periods, we continue to expect that the majority of our sales will be in U.S.

RECENT ACCOUNTING DEVELOPMENTS

For information on new accounting pronouncements, see Note 1 to our consolidated financial statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.

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Digi Support Services revenues are recognized over the life of the support contract and included in our IoT Products & Services segment.

Some of Digi Support Services revenue is for training and this revenue is recognized as the services are performed.

Some of Digi Support Services revenue is one-time in nature for training and this revenue is recognized as the services are performed.

Professional Services Revenue

Professional services revenue is derived from our Digi Wireless Design Services contracts on either on a time-and-materials or a fixed-fee basis.

These revenues, which are included in our IoT Products & Services segment are recognized as the services are performed for time-and-materials contracts or as invoiced for fixed-fee contracts.

These revenues are one-time in nature, are included in our IoT Products & Services segment and are recognized as the services are performed for time-and-materials contracts or as invoiced for fixed-fee contracts.

Contracts with Multiple Performance Obligations

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In these instances, all revenue derived from the above obligations is recognized over the subscription term of the contract.

If the customer purchases the equipment

If the customer purchases the equipment out-right, that portion of the revenue is recognized at the stand-alone selling price at the time the equipment is shipped and all

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-K

Item 5. Market for Registrant’s Common Equity