What changed in this filing

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Item 1. Financial Statements

2021-04-27 compared with 2021-02-02 · 90 added, 64 removed, 420 unchanged (27% of the section changed)

5 unchanged sentences

Three Months Ended

Six Months Ended

Cost of sales

6 unchanged sentences

Diluted net income per common share

Weighted average number of common shares used in computing

net income per common share:

Weighted average number of common shares used in

computing net income per common share:

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

(Amounts in thousands, except share and per share data)

(Amounts in thousands)

Three Months Ended

Six Months Ended

Other comprehensive (loss) gain, net of tax:

36 unchanged sentences

Preferred stock, $ .001 par value, 1,000,000 shares authorized, none issued or outstanding

as of September 30, 2020 and December 31, 2020

as of September 30, 2020 and March 31, 2021

Common stock, $ .001 par value, 40,000,000 shares authorized, 28,130,312 and

28,420,539 shares issued and 21,863,291 and 22,153,518 shares outstanding as of

September 30, 2020 and December 31, 2020, respectively

September 30, 2020 and March 31, 2021, respectively

Additional paid-in capital

2 unchanged sentences

Treasury stock, at cost, 6,267,021 and 6,267,021 shares held as of September 30, 2020

and December 31, 2020, respectively

and March 31, 2021, respectively

Total shareholders’ equity

15 unchanged sentences

BALANCE, December 31, 2020

Shares issued upon vesting of equity awards, net

of minimum tax withholding

Shares issued upon exercise of stock options

Stock-based compensation

Other comprehensive income

BALANCE, March 31, 2021

Comprehensive

9 unchanged sentences

BALANCE, December 31, 2019

Purchase of treasury stock

Shares issued pursuant to employee stock purchase plan

Shares issued upon exercise of stock options

Stock-based compensation

Foreign currency translation adjustments, net of tax

BALANCE, March 31, 2020

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

Three Months Ended

(Amounts in thousands, Unaudited)

Six Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net income to net cash used in operating

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

Depreciation and amortization

Deferred income tax provision

Loss on sale of property and equipment

(Loss) gain on sale of property and equipment

Proceeds from insurance settlements

Stock-based compensation expense

7 unchanged sentences

Accrued expenses and other liabilities

Net cash used in operating activities

Net cash (used in) provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

Cash used in acquisition of businesses, net of cash acquired

Purchases of investments

Proceeds from insurance settlements

Proceeds from sale of property and equipment

5 unchanged sentences

Payments for debt issuance costs

Contingent acquisition consideration payments

Purchase of treasury stock

Net proceeds from issuance of common stock under incentive compensation and

1 unchanged sentence

Payments on tax withholdings for equity awards

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash

NET DECREASE IN CASH AND CASH EQUIVALENTS

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, beginning of period

15 unchanged sentences

We also offer the charter of power yachts in the British Virgin Islands.

As of December 31, 2020, we operated through 77 retail locations in 21 states, consisting of Alabama, California, Connecticut, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina, Texas, Washington, and Wisconsin.

As of March 31, 2021, we operated through 77 retail locations in 21 states, consisting of Alabama, California, Connecticut, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina, Texas, Washington, and Wisconsin.

Our MarineMax Vacation operation maintains a facility in Tortola, British Virgin Islands.

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BASIS OF PRESENTATION:

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles

generally accepted in the United States for interim financial information, the instructions to Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended September 30, 2020.

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, the instructions to Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended September 30, 2020.

Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

All adjustments, consisting of only normal recurring adjustments considered necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements.

As of December 31, 2020, our financial instruments consisted of cash and cash equivalents, accounts receivable, accounts payable, customer deposits, short-term borrowings, long-term debt, and an interest rate swap contract.

The carrying amounts of our financial instruments reported on the balance sheet as of December 31, 2020, approximated fair value due either to length to maturity or existence of variable interest rates, which approximate prevailing market rates.

As of March 31, 2021, our financial instruments consisted of cash and cash equivalents, accounts receivable, accounts payable, customer deposits, short-term borrowings, long-term debt, and an interest rate swap contract.

The carrying amounts of our financial instruments reported on the balance sheet as of March 31, 2021, approximated fair value due either to length to maturity or existence of variable interest rates, which approximate prevailing market rates.

The interest rate swap contract is reported at fair value and is designated as a cash flow hedge with changes in fair value reported in other comprehensive income.

The operating results for the three months ended December 31, 2020, are not necessarily indicative of the results that may be expected in future periods.

The operating results for the six months ended March 31, 2021, are not necessarily indicative of the results that may be expected in future periods.

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.

2 unchanged sentences

All references to the “Company,” “our company,” “we,” “us,” and “our” mean, as a combined company, MarineMax, Inc.

and the 30 recreational boat dealers, four boat brokerage operations, and two full-service yacht repair operations acquired as of December 31, 2020 (the “acquired dealers,” and together with the brokerage and repair operations, “operating subsidiaries” or the “acquired companies”).

and the 30 recreational boat dealers, four boat brokerage operations, and two full-service yacht repair operations acquired as of March 31, 2021 (the “acquired dealers,” and together with the brokerage and repair operations, “operating subsidiaries” or the “acquired companies”).

The unaudited condensed consolidated financial statements include our accounts and the accounts of our subsidiaries, all of which are wholly owned.

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We recognize revenue from boat, motor, and trailer sales upon transfer of control of the boat, motor, or trailer to the customer, which is generally upon acceptance or delivery to the customer.

The transaction price is determined with the customer at time of sale.

The transaction price is determined with the customer at the time of sale.

Customers may trade in boats to apply toward the purchase of a new or used boat.

6 unchanged sentences

Pursuant to negotiated agreements with financial institutions, we are charged back for a portion of these fees should the customer terminate or default on the related finance contract before it is outstanding for a stipulated minimum period of time.

We base the chargeback allowance, which was not material to the unaudited condensed consolidated financial statements taken as a whole as of December 31, 2020, on our experience with repayments or defaults on the related finance contracts.

We base the chargeback allowance, which was not material to the unaudited condensed consolidated financial statements taken as a whole as of March 31, 2021, on our experience with repayments or defaults on the related finance contracts.

We recognize variable consideration from commissions earned on extended warranty service contracts sold on behalf of third-party insurance companies at generally the later of customer acceptance of the service contract terms as evidenced by contract execution or recognition of the related boat sale.

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We recognize contract liabilities (customer deposits) as revenue at the time of delivery or acceptance by the customers.

Contract assets, recorded in prepaid expenses and other current assets, totaled approximately $ 3.6 million and $ 4.5 million as of December 31, 2019 and December 31, 2020, respectively.

Contract assets, recorded in prepaid expenses and other current assets, totaled approximately $ 3.6 million and $ 5.9 million as of March 31, 2020 and March 31, 2021, respectively.

We recognize deferred revenue from service operations and slip and storage services over time on a straight-line basis over the term of the contract as our performance obligations are met.

We recognize income from the rentals of chartering power yachts over time on a straight-line basis over the term of the contract as our performance obligations are met.

The following table sets forth percentages on the timing of revenue recognition for the three months ended December 31,

The following table sets forth percentages on the timing of revenue recognition for the three and six months ended March 31,

Three Months Ended

Six Months Ended

Goods and services transferred at a point in time

5 unchanged sentences

In addition, we lease certain charter boats for our yacht charter business.

As of December 31, 2020, the weighted-average remaining lease term for our leases was approximately 13 years .

As of March 31, 2021, the weighted-average remaining lease term for our leases was approximately 13 years .

All of our leases are classified as operating leases, which are included as ROU assets and operating lease liabilities in our unaudited condensed consolidated balance sheet.

For the three months ended December 31, 2019 and December 31, 2020, operating lease expenses recorded in selling, general, and administrative expenses were approximately $ 3.3 million and $ 5.8 million, respectively.

For the three months ended March 31, 2020 and March 31, 2021, operating lease expenses recorded in selling, general, and administrative expenses were approximately $ 3.5 million and $ 6.4 million, respectively.

For the six months ended March 31, 2020 and March 31, 2021, operating lease expenses recorded in selling, general, and administrative expenses were approximately $ 6.7 million and $ 12.3 million, respectively.

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

14 unchanged sentences

We determine discount rates based upon our hypothetical credit rating, taking into consideration our short-term borrowing rates, and then adjusting as necessary for the appropriate lease term.

As of December 31, 2020, the weighted-average discount rate used was approximately 5.7 %.

As of December 31, 2020, maturities of lease liabilities are summarized as follows:

As of March 31, 2021, the weighted-average discount rate used was approximately 5.7 %.

As of March 31, 2021, maturities of lease liabilities are summarized as follows:

(Amounts in thousands)

2 unchanged sentences

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

Three Months Ended

Six Months Ended

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

7 unchanged sentences

We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions we use to calculate our valuation allowance which would result in a material effect on our operating results.

As of September 30, 2020 and December 31, 2020, our valuation allowance for new and used boat, motor, and trailer inventories was $ 2.4 million and $ 2.3 million, respectively.

As of September 30, 2020 and March 31, 2021, our valuation allowance for new and used boat, motor, and trailer inventories was $ 2.4 million and $ 1.3 million, respectively.

If events occur and market conditions change, causing the fair value to fall below carrying value, the valuation allowance could increase.

6 unchanged sentences

Any impairment recognized in accordance with ASC 360-10-40 is permanent and may not be restored.

Based upon our most recent analysis, we believe no impairment of long-lived assets existed as of December 31, 2020.

Based upon our most recent analysis, we believe no impairment of long-lived assets existed as of March 31, 2021.

We account for acquisitions in accordance with FASB Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”), and goodwill in accordance with ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”).

For business combinations, the excess of the purchase price over the estimated fair value of net assets acquired in a business combination is recorded as goodwill.

In October 2020, we purchased all of the outstanding equity of SkipperBud’s for an aggregate purchase price

of $ 55,000,000 , subject to certain customary closing and post-closing adjustments, and net working capital adjustments including certain holdbacks.

In October 2020, we purchased all of the outstanding equity of SkipperBud’s for an aggregate purchase price of $ 55,000,000 , subject to certain customary closing and post-closing adjustments, and net working capital adjustments including certain holdbacks.

In addition, the former equity owners of SkipperBud’s (“Skippers Sellers”), have the opportunity to earn additional consideration as part of an earnout subject to the achievement of certain pre-tax earnings levels .

2 unchanged sentences

The earnout was estimated based on forecasted pre-tax earnings as a base scenario (among other assumptions) subject to a Monte Carlo simulation.

The Skippers Sellers are subject to certain customary post-clo sing covenants and indemnities.

The acquisition of SkipperBud’s enhances our sales, brokerage, service and marin a/storage presence in the Great Lakes region and West Coast of the Unites States.

The Skippers Sellers are subject to certain customary post-closing covenants and indemnities.

The acquisition of SkipperBud’s enhances our sales, brokerage, service and marina/storage presence in the Great Lakes region and West Coast of the Unites States.

The following table summarizes the consideration paid for SkipperBud’s and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.

12 unchanged sentences

The fair value of current liabilities assumed includes short-term borrowings of approximately $ 30.5 million, accrued expenses of approximately $ 14.6 million, and customer deposits of approximately $ 7.5 million.

We recorded approximately $ 56.4 million in goodwill and approximately $ 2.0 million of other identifiable intangibles (trade name and customer relationships) in connection with the SkipperBud’s acquisition, however, purchase price allocations are preliminary pending receipt of final valuation analyses of certain assets from our valuation advisor.

The goodwill represents our enhanced geographic reach and brand infrastructure in the Great Lakes region and West Coast of the Unites States.

1 unchanged sentence

The intangible assets have a weighted average useful life of approximately 3.3 years.

For the three months ended December 31, 2020, SkipperBud’s revenue was approximately $ 40.4 million and income before taxes was approximately $ 1.9 million.

SkipperBud’s financial information for the three months ended December 31, 2019 was not practical to obtain for comparative purposes and as such is not presented because SkipperBud’s historical monthly internal accounting and reporting processes and practices would not provide complete information sufficient for the purposes of this pro forma disclosure.

For the six months ended March 31, 2021, SkipperBud’s revenue was approximately $ 108.4 million and estimated income before taxes was approximately $ 7.9 million.

SkipperBud’s financial information for the six months ended March 31, 2020 was not practical to obtain for comparative purposes and as such is not presented because SkipperBud’s historical monthly internal accounting and reporting processes and practices would not provide complete information sufficient for the purposes of this pro forma disclosure.

In July 2020, we purchased Northrop & Johnson, a leading superyacht brokerage and services company.

In March 2020, we purchased Boatyard, a digital platform with an expansive range of on-demand services to streamline the boating experience by qualified service providers from a smartphone.

In total, current and previous acquisitions have resulted in the recording of $ 84.3 million and $ 143.1 million in goodwill and other intangible assets as of September 30, 2020 and December 31, 2020, respectively.

In total, current and previous acquisitions have resulted in the recording of $ 84.3 million and $ 142.2 million in goodwill and other intangible assets as of September 30, 2020 and March 31, 2021, respectively.

In accordance with ASC 350, we test goodwill for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

1 unchanged sentence

If the carrying amount of a reporting unit’s goodwill exceeds its fair value we recognize an impairment loss in accordance with ASC 350.

As of December 31, 2020 , and based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than not” that the fair values of our reporting units are less than their carrying values.

As of March 31, 2021 , and based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than not” that the fair values of our reporting units are less than their carrying values.

As a result, we were not required to perform a quantitative goodwill impairment.

2 unchanged sentences

Under ASC 740, we recognize deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect those temporary

differences to be re covered or settled.

We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled.

We record valuation allowances to reduce our deferred tax assets to the amount expected to be realized by considering all available positive and negative evidence.

During the three months ended December 31, 2019 and 2020 we recognized an income tax provision of $ 3.2 million and $ 7.1 million, respectively.

The effective income tax rate for the three months ended December 31, 2019 and 2020 was 26.3 % and 23.2 %, respectively .

During the three months ended March 31, 2020 and 2021, we recognized an income tax provision of $ 1.6 million and $ 12.8 million, respectively.

During the six months ended March 31, 2020 and 2021, we recognized an income tax provision of $ 4.9 million and $ 20.0 million, respectively.

The effective income tax rate for the three months ended March 31, 2020 and 2021 was 24.4 % and 24.8 %, respectively .

The effective income tax rate for the six months ended March 31, 2020 and 2021 was 25.6 % and 24.2 %, respectively

SHORT-TERM BORROWINGS AND LONG-TERM DEBT:

7 unchanged sentences

There is an unused line fee of ten basis points on the unused portion of the Credit Facility.

As of December 31, 2020, we were in compliance with all covenants under the Credit Facility.

As of March 31, 2021, we were in compliance with all covenants under the Credit Facility.

New inventory borrowing eligibility will generally mature 1,080 days from the original invoice date.

2 unchanged sentences

None of our real estate has been pledged for collateral for the Credit Facility.

As of December 31, 2020, our indebtedness associated with financing our inventory and working capital needs totaled approximately $ 163.4 million.

As of December 31, 2019 and 2020, the interest rate on the outstanding short-term borrowings was approximately 5.6 % and 4.2 %, respectively.

As of December 31, 2020, our additional available borrowings under our Credit Facility were approximately $ 133.4 million based upon the outstanding borrowing base availability.

As of March 31, 2021, our indebtedness associated with financing our inventory and working capital needs totaled approximately $ 35.8 million.

As of March 31, 2020 and 2021, the interest rate on the outstanding short-term borrowings was approximately 5.0 % and 4.2 %, respectively.

As of March 31, 2021, our additional available borrowings under our Credit Facility were approximately $ 181 million based upon the outstanding borrowing base availability.

As is common in our industry, we receive interest assistance directly from boat manufacturers, including Brunswick.

10 unchanged sentences

Long-term Debt

The below table summarizes the Company's long-term debt.

( amounts in thousands)

December 31, 2020

March 31, 2021

Mortgage facility payable to Flagship Bank bearing interest at 2.25 % ( prime minus 100 basis points with a floor of 2.00 % ).

15 unchanged sentences

We recognize compensation cost for all awards in operations on a straight-line basis over the requisite service period for each separately vesting portion of the award.

During the three months ended December 31, 2019 and 2020, we recognized stock-based compensation expense of approximately $ 1.5 million and $ 2.0 million, respectively, in selling, general, and administrative expenses in the unaudited condensed consolidated statements of operations.

Cash received from option exercises under all share-based compensation arrangements for the three months ended December 31, 2019 and 2020, was approximately $ 0.6 million and $ 1.5 million, respectively.

During the three months ended March 31, 2020 and 2021, we recognized stock-based compensation expense of approximately $ 1.8 million and $ 2.4 million, respectively, and for the six months ended March 31, 2020 and 2021, we recognized stock-based compensation expense of approximately $ 3.3 million and $ 4.4 million, respectively, in selling, general, and administrative expenses in the unaudited condensed consolidated statements of operations.

Cash received from option exercises under all share-based compensation arrangements for the three months ended March 31, 2020 and 2021, was approximately $ 0.4 million and $ 0.1 million, respectively and for the six months ended March 31, 2020 and 2021 was approximately $ 1.0 million and $ 1.7 million, respectively.

We currently expect to satisfy share-based awards with registered shares available to be issued from the Stock Purchase Plan.

7 unchanged sentences

(ii) the number of shares with respect to which awards granted under the 2011 Plan and the 2007 Plan terminate without the issuance of the shares or where the shares are forfeited or repurchased;

(iii) with respect to awards granted under the 2011 Plan and the 2007 Plan, the number of shares that are not issued as a result of the award being settled for cash or otherwise not issued in connection with the exercise or payment of the award;

(iii) with respect to awards granted under the 2011 Plan and the 2007 Plan, the number of shares

that are not issued as a result of the award being settled for cash or otherwise not issued in connection with the exercise or payment of the award;

and (iv) the number of shares that are surrendered or withheld in payment of the exercise price of any award or any tax withholding requirements in connection with any award granted under the 2011 Plan or the 2007 Plan.

The 2011 Plan was to terminate in January 2021 but has since been extended to February 2030, and awards may be granted at any time during the life of the

The 2011 Plan terminates in February 2030 , and awards may be granted at any time du ring the life of the 2011 Plan.

The dates on which awards vest are determined by the Board of Directors or the Plan Administrator.

4 unchanged sentences

To date, we have not settled or been under any obligation to settle any awards in cash.

The following table summarizes activity from our incentive stock plans from September 30, 2020 through December 31, 2020:

The following table summarizes activity from our incentive stock plans from September 30, 2020 through March 31, 2021:

Options Outstanding

9 unchanged sentences

Additional shares of stock issued

Balance as of December 31, 2020

Exercisable as of December 31, 2020

No options were granted for the three months ended December 31, 2019 and 2020.

The total intrinsic value of options exercised during the three months ended December 31, 2019 and 2020, was $ 0.1 million and $ 1.1 million, respectively.

Balance as of March 31, 2021

Exercisable as of March 31, 2021

No options were granted for the six months ended March 31, 2020 and 2021.

The total intrinsic value of options exercised during the six months ended March 31, 2020 and 2021, was $ 0.2 million and $ 1.6 million, respectively.

We used the Black-Scholes model to estimate the fair value of options granted.

19 unchanged sentences

Three Months Ended

Six Months Ended

Dividend yield

1 unchanged sentence

Expected life

As of December 31, 2020, we had issued 1,101,135 shares of common stock under our Stock Purchase Plan.

As of March 31, 2021, we had issued 1,101,135 shares of common stock under our Stock Purchase Plan.

RESTRICTED STOCK AWARDS:

4 unchanged sentences

Accordingly, the fair value of the restricted stock awards, including performance based awards, is measured on the grant date and recognized in earnings over the requisite service period for each separately vesting portion of the award.

The following table summarizes restricted stock award activity from September 30, 2020 through December 31, 2020:

The following table summarizes restricted stock award activity from September 30, 2020 through March 31, 2021:

Shares/ Units

6 unchanged sentences

Awards forfeited

Non-vested balance as of December 31, 2020

As of December 31, 2020, we had approximately $ 16.3 million of total unrecognized compensation cost, assuming applicable performance conditions are met, related to non-vested restricted stock awards.

Non-vested balance as of March 31, 2021

As of March 31, 2021, we had approximately $ 14.1 million of total unrecognized compensation cost, assuming applicable performance conditions are met, related to non-vested restricted stock awards.

We expect to recognize that cost over a weighted average period of 2.4 years.

2 unchanged sentences

Three Months Ended

Six Months Ended

Weighted average common shares outstanding used in

3 unchanged sentences

used in calculating diluted income per share

For the three months ended December 31, 2019 and 2020, there were 32,366 and 30,807 weighted average shares of options outstanding, respectively, that were not included in the computation of diluted income per share because the options’ exercise prices were greater than the average market price of our common stock, and therefore, their effect would be anti-dilutive.

For the three months ended March 31, 2020 and 2021, there were 21,333 and no weighted average shares of options outstanding, respectively, that were not included in the computation of diluted income per share because the options’ exercise prices were greater than the average market price of our common stock, and therefore, their effect would be anti-dilutive.

For the six months ended March 31, 2020 and 2021, there were 21,333 and 104 weighted average shares of options outstanding, respectively, that were not included in the computation of diluted income per share because the options’ exercise prices

were greater than the average market price of our common stock, and therefore, their effect would be anti-dilutive.

COMMITMENTS AND CONTINGENCIES:

We are party to various legal actions arising in the ordinary course of business.

While it is not feasible to determine the actual outcome of these actions as of December 31, 2020, we believe that these matters should not have a material adverse effect on our unaudited condensed consolidated financial condition, results of operations, or cash flows.

While it is not feasible to determine the actual outcome of these actions as of March 31, 2021, we believe that these matters should not have a material adverse effect on our unaudited condensed consolidated financial condition, results of operations, or cash flows.

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