What changed in this filing

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Item 1. Financial Statements

2023-06-07 compared with 2022-12-08 · 127 added, 102 removed, 257 unchanged (47% of the section changed)

4 unchanged sentences

($000’s except for share and per share information)

Three Months Ended

Nine Months Ended

Three Months Ended April 30,

Cost of goods sold

11 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended

Nine Months Ended

Three Months Ended April 30,

Other comprehensive income (loss):

Foreign currency translation adjustments

Comprehensive income (loss)

Comprehensive income

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5 unchanged sentences

Cash and cash equivalents

Accounts receivable, net of allowance for doubtful accounts of $ 758 and $ 666 at October 31, 2022 and January 31, 2022, respectively

Accounts receivable, net of allowance for doubtful accounts of $ 890 and $ 800 at April 30, 2023 and January 31, 2023, respectively

Prepaid VAT and other taxes

Other current assets

Income tax receivable and other current assets

Total current assets

2 unchanged sentences

Deferred tax assets

Intangible assets, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

4 unchanged sentences

Income tax payable

Short-term borrowings

Accrued earnout agreement

Current portion of operating lease liabilities

9 unchanged sentences

authorized 20,000,000 shares Issued 8,709,256 and 8,655,699 ;

outstanding 7,319,886 and 7,615,967 at October 31, 2022 and January 31, 2022, respectively

outstanding 7,355,748 and 7,325,005 at April 30, 2023 and January 31, 2023, respectively

Treasury stock, at cost;

1,330,694 and 939,705 shares at October 31, 2022 and January 31, 2022, respectively

1,353,508 and 1,330,694 shares at April 30, 2023 and January 31, 2023, respectively

Additional paid-in capital

12 unchanged sentences

Other comprehensive loss

Stock-based compensation:

Restricted stock issued

2 unchanged sentences

Treasury stock purchased

Balance, October 31, 2021

Balance, July 31, 2021

Other comprehensive income

Stock-based compensation:

Restricted stock issued

Restricted stock plan

Return of shares in lieu of payroll withholding

Treasury stock purchased

Balance, October 31, 2021

Balance, April 30, 2022

Balance, January 31, 2023

Other comprehensive loss

Stock-based compensation:

Restricted stock issued

Restricted stock plan

Return of shares in lieu of payroll withholding

Treasury stock purchased

Balance, October 31, 2022

( 1,330,694 )

Balance, July 31, 2022

( 1,135,855 )

Other comprehensive loss

4 unchanged sentences

Treasury stock purchased

Balance, October 31, 2022

Balance, April 30, 2023

( 1,353,508 )

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

Three Months Ended April 30,

Cash flows from operating activities:

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

Provision for doubtful accounts

Adjustments to reconcile net income to net cash provided by operating activities

Provision for (recovery of) doubtful accounts

Deferred income taxes

2 unchanged sentences

(Gain) loss on disposal of property and equipment

Equity in loss of equity investment

Non-cash operating lease expense

Equity in (earnings) loss of equity investment

Revaluation of earnout consideration

(Increase) decrease in operating assets

1 unchanged sentence

Prepaid VAT and other taxes

Other current assets

Increase (decrease) in operating liabilities

2 unchanged sentences

Operating lease liabilities

Net cash (used in) provided by operating activities

Net cash provided by operating activities

Cash flows from investing activities:

2 unchanged sentences

Cash flows from financing activities:

Short-term borrowings (repayments)

Purchase of treasury stock under stock repurchase program

Dividends paid

Shares returned to pay employee taxes under restricted stock program

18 unchanged sentences

In addition, we supply federal, state and local governmental agencies and departments, such as fire and law enforcement, airport crash rescue units, the Department of Defense, the Department of Homeland Security and the Centers for Disease Control.

Internationally, we sell to a mixture of end users directly, and to industrial distributors depending on the particular country and market.

Sales are made to more than 50 countries, the majority of which were into China, countries within the European Economic Community (“EEC”), Canada, Chile, Argentina, Russia, Kazakhstan, Colombia, Mexico, Ecuador, India and countries within Southeast Asia.

Internationally, we sell directly to a mixture of end users and to industrial distributors depending on the particular country and market.

Basis of Presentation

7 unchanged sentences

thus for example, FY24 refers to the fiscal year ending January 31, 2024, (b) “Q” refers to quarter;

thus, for example, Q3 FY23 refers to the third quarter of the fiscal year ending January 31, 2023, (c) “Balance Sheet” refers to the unaudited condensed consolidated balance sheet, and (d) “Statement of Operations” refers to the unaudited condensed consolidated statement of operations.

thus, for example, Q1 FY24 refers to the first quarter of the fiscal year ending January 31, 2024, (c) “Balance Sheet” refers to the unaudited condensed consolidated balance sheet, and (d) “Statement of Operations” refers to the unaudited condensed consolidated statement of operations.

Investments and Acquisitions

On October 18, 2021, the Company entered into an Investment Agreement (the “Investment Agreement”) with Inova Design Solutions Ltd, a private limited company incorporated under the laws of England and Wales and headquartered in the United Kingdom, doing business as Bodytrak ® (“Bodytrak”), and the other parties thereto, pursuant to which Bodytrak agreed to issue and sell to the Company 508,905 cumulative convertible series A shares of Bodytrak (“Series A Shares”) in exchange for a payment by the Company of £2,000,000 ($ 2.8 million).

8 unchanged sentences

Bodytrak provides wearable monitoring solutions for customers in industrial health, safety, defense and first responder markets wanting to achieve better employee health and performance.

Bodytrak’s solution is provided as a platform as a service (PaaS), delivering real-time data and cloud-based analytics, and hardware that includes a patented earpiece for physiological monitoring and audio communications.

For the three and nine months ended October 31, 2022, the Company recognized losses of $ 0.1 million and $ 0.3 million, respectively, as the Company’s share of Bodytrak’s net loss.

Bodytrak’s solution is provided as a platform as a service (PaaS), delivering real-time data, cloud-based analytics, and hardware that includes a patented earpiece for physiological monitoring and audio communications.

The Company recognized losses of $ 0.1 million and $ 27,000 for the three months ended April 30, 2023 and 2022, respectively, as the Company’s share of Bodytrak’s net loss.

The loss is reflected in other income (expense), net in the consolidated statements of operations.

On May 19, 2023, subsequent to quarter-end, the Company entered into an agreement with Bodytrak to provide an additional investment up to an aggregate of £1,500,000 ($ 1.9 million on the date of initial investment) in the form of a convertible loan.

An initial investment funding of £500,000 ($ 0.6 million on the date of investment) was made on May 19, 2023.

The loaned amounts (“Notes”) are due twenty-four months from the issue date, which can be extended upon mutual agreement.

The notes bear interest at either an annual rate of 12% for cash interest or 15% for payment in kind interest on the outstanding notes, such rate being selected by Bodytrak .

The notes can be converted into equity shares of Bodytrak under a number of conditions, including a qualified equity financing as defined in the agreement, a change of control, an IPO, default or conversion at the discretion of the Company and upon the occurrence of the specified event.

Acquisition of Eagle

On December 2, 2022, the Company acquired 100 % of Eagle Technical Products Limited’s (Eagle) common stock in an all-cash transaction valued at $ 10.5 million, net of net working capital acquired.

Headquartered in Manchester, UK, Eagle is a leading designer and provider of protective apparel to the fire and industrial sectors.

Eagle provides differentiated product offerings through its innovative and technical solutions.

Eagle’s operating results are included in our consolidated financial statements from the acquisition date.

The acquisition qualified as a business combination and was accounted for using the acquisition method of accounting.

As part of the Eagle acquisition agreement, the Company agreed to pay an earnout payment equal to the amount by which Eagle’s revenue exceeds 6 million GBP for the period May 1, 2022 through April 30, 2023.

The Company will also pay an earnout payment equal to the amount by which Eagle’s revenue exceeds 6.3 million GBP for the period May 1, 2023 through April 30, 2024.

The estimated amount of the earnout payment developed using a Monte Carlo simulation, included in the preliminary valuation was $3.2 million .

Eagle did not reach the revenue threshold for the period May 1, 2022 through April 30, 2023 and will receive no payment for that period.

Based on the revised forecast for the period May 1, 2023 through April 30, 2024, the estimated amount of the earnout payment developed using a Monte Carlo simulation is $2.7 million.

The adjustment to the accrued earnout payment of $ 0.5 million was recorded in the quarter ended April 30, 2023 and reflected as a reduction in operating expenses.

Due to the timing of the completion of the acquisition, the purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding assets acquired and liabilities assumed, and revisions of provisional estimates of fair values, including, but not limited to, the completion of independent appraisals and valuations related to contingent consideration, inventory, contractual relationships and intangible assets.

These changes to the purchase price allocation could be significant.

The purchase price allocation will be finalized within the measurement period of up to one year from the acquisition date.

There were no material changes to the valuation during the quarter ended April 30, 2023.

The following unaudited pro forma information presents our combined results as if the Eagle acquisition had occurred at the beginning of FY22.

The unaudited pro forma financial information was prepared to give effect to events that are (1) directly attributable to the acquisition;

(2) factually supportable;

and (3) expected to have a continuing impact on the combined company's results.

There were no material transactions between the Company and Eagle during the periods presented that are required to be eliminated.

The unaudited pro forma combined financial information does not reflect cost savings, operating synergies or revenue enhancements that the combined companies may achieve or the costs to integrate the operations or the costs necessary to achieve cost savings, operating synergies or revenue enhancements.

Pro forma combined financial information (Unaudited)

(in millions, except per share amount)

Quarter Ended April 30,

Basic earnings per share

Diluted earnings per share

The unaudited pro forma combined financial information is presented for information purposes only and is not intended to represent or be indicative of the combined results of operations or financial position that we would have reported had the acquisition been completed as of the date and for the periods presented and should not be taken as representative of our consolidated results of operations or financial condition following the acquisition.

In addition, the unaudited pro forma combined financial information is not intended to project the future results of the combined company.

The unaudited pro forma combined financial information was prepared using the acquisition method of accounting under existing U.S.

The Company has been treated as the acquirer.

Inventories consist of the following (in $000s):

3 unchanged sentences

Excess and obsolete adjustments

Goodwill and Intangible Assets, Net

Changes in intangible assets, net, during the three months ended April 30, 2023, were as follows (in $000s):

Balance at February 1, 2023

Amortization expense

Balance at April 30, 2023

There were no material changes to goodwill during the quarter ended April 30, 2023.

Contract Advances

The Company receives advances under certain of its contracts for products sold by Eagle.

Those advances are considered contract liabilities with revenues recorded upon delivery of promised goods to customers.

These advances are included in Other Accrued Expenses on the Company’s consolidated balance sheet.

The following is a roll-forward of the advances from January 31, 2023 through April 30, 2023 (in $000s):

Contract liability – January 31, 2023

Increases to contract liability

Decreases to contract liability

Contract liability – April 30, 2023

Long-Term Debt

Revolving Credit Facility

On June 25, 2020, the Company entered into a Loan Agreement (the “Loan Agreement”) with Bank of America (“Lender”).

The Loan Agreement provides the Company with a secured $ 12.5 million revolving credit facility, which includes a $ 5 .0 million letter of credit sub-facility.

On June 25, 2020, the Company entered into a Loan Agreement with Bank of America (“Lender”).

The Loan Agreement, as amended to date (the “Loan Agreement”), provides the Company with a secured $ 25.0 million revolving credit facility, which includes a $ 5.0 million letter of credit sub-facility.

The Company may request from time to time an increase in the revolving credit loan commitment of up to $5.0 million (for a total commitment of up to $30.0 million).

1 unchanged sentence

The borrowing base limitation only applies during periods when the Company’s quarterly funded debt to EBITDA ratio, as defined, exceeds 2.00 to 1.00 .

The Loan Agreement permits, without the prior consent of the Lender, acquisitions of a business or its assets by the Company or its subsidiaries if there is no default under the Loan Agreement and the aggregate consideration does not exceed $7.5 million for any individual acquisition or $15.0 million on a cumulative basis for all such acquisitions .

On March 3, 2023 the Company changed the benchmark interest rate in the credit facility from LIBOR to the Secured Overnight Financing Rate (“SOFR”).

The credit facility will mature on June 25, 2025 .

On June 18, 2021, the Company entered into an Amendment No.

1 to Loan Agreement (the “Amendment”) with the Lender, which modifies certain terms of the Company’s existing Loan Agreement.

The Amendment increases the credit limit under the Loan Agreement’s senior secured revolving credit facility from $ 12.5 million to $ 25 .0 million.

The Amendment also amends the covenant in the Loan Agreement that restricts acquisitions by the Company or its subsidiaries in order to allow, without the prior consent of the Lender, acquisitions of a business or its assets if there is no default under the Loan Agreement and the aggregate consideration does not exceed $ 7.5 million for any individual acquisition or $ 15 .0 million on a cumulative basis for all such acquisitions.

Other than the changes described above, the terms and conditions of the Loan Agreement remain in full force and effect.

As of October 31, 2022, the Company had no borrowings outstanding on the letter of credit sub-facility and no borrowings outstanding under the revolving credit facility.

As of April 30, 2023, the Company had no borrowings outstanding on the letter of credit sub-facility and no borrowings outstanding under the revolving credit facility.

Borrowings in UK

There were no borrowings outstanding under the Company’s existing credit facility with HSBC Bank at October 31, 2022 and January 31, 2022.

Amounts due to the Company, under the facility with HSBC Invoice Finance (UK) Ltd., of $ 0.2 million and $ 1.2 million as of October 31, 2022, and January 31, 2022, respectively, are included in other current assets on the accompanying consolidated balance sheets.

There were $ 0.1 and $ 0.4 million in borrowings outstanding under the Company’s credit facility with HSBC Bank at April 30, 2023 and January 31, 2023.

Concentration of Risk

19 unchanged sentences

There was approximately $ 0.9 million total included in the U.S.

bank accounts and approximately $ 31.7 million total in foreign bank accounts as of October 31, 2022, of which $ 34.3 million was uninsured.

bank accounts and approximately $ 25.1 million total in foreign bank accounts as of April 30, 2023, of which $ 25.3 million was uninsured.

Major Customer

One customer, Aramsco, accounted for more than 10 % of net sales during the three month period ended October 31, 2022.

No customer accounted for more than 10 % of net sales during the three month period ended October 31, 2021 or the nine month periods ended October 31, 2022 and 2021.

No customer accounted for more than 10 % of net sales during the three-month periods ended April 30, 2023 and 2022.

Major Supplier

No vendor accounted for more than 10 % of purchases during the three and nine month periods ended October 31, 2022 and 2021.

No vendor accounted for more than 10 % of purchases during the three-month periods ended April 30, 2023 and 2022.

Stockholders’ Equity

10 unchanged sentences

The Company recognized total stock-based compensation costs, which are reflected in operating expenses (in $000’s):

Three Months Ended

Nine Months Ended

Three Months Ended April 30,

Total restricted stock and stock option programs

2 unchanged sentences

Under the 2017 Plan, as described above, the Company awarded performance-based and service-based shares of restricted stock and restricted stock units to eligible employees and directors.

The following table summarizes the activity under the 2017 Plan for the nine months ended October 31, 2022 and 2021.

This table reflects the amount of awards granted at the number of shares that would be vested if the Company were to achieve the maximum performance level under the December 2019, April 2020, June 2021, April 2022 and June 2022 grants.

The following table summarizes the activity under the 2017 Plan for the three months ended April 30, 2023 and 2022.

This table reflects the amount of awards granted at the number of shares that would be vested if the Company were to achieve the maximum performance level under the June 2021, April 2022, June 2022 and April 2023 grants.

Service-Based

Weighted Average Grant Date Fair Value

Outstanding at January 31, 2023

Outstanding at October 31, 2022

Outstanding at April 30, 2023

Service-Based

Weighted Average Grant Date Fair Value

Outstanding at January 31, 2022

Outstanding at October 31, 2021

The actual number of shares of common stock of the Company, if any, to be earned by the award recipients is determined over a three year performance measurement period based on measures that include Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) margin, revenue growth, and free cash flow for the April 2020 and June 2021 grants and revenue growth and EBITDA margin for the April 2022 and June 2022 grants.

Outstanding at April 30, 2022

The actual number of shares of common stock of the Company, if any, to be earned by the award recipients is determined over a three-year performance measurement period based in part on measures that include Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) margin, revenue growth, and free cash flow for the June 2021 grants and revenue growth and EBITDA margin for the April 2022 and June 2022 grants and revenue growth, EBITDA margin and return on invested capital for the April 2023 grants.

The performance targets have been set for each of the Minimum, Target, and Maximum levels.

1 unchanged sentence

The compensation cost is based on the fair value at the grant date, recognized over the requisite performance/service period using the straight-line method, and periodically adjusted for the probable number of shares to be awarded.

As of October 31, 2022, unrecognized stock-based compensation expense totaled $1.8 million pursuant to the 2017 Plan based on outstanding awards under the 2017 Plan.

As of April 30, 2023, unrecognized stock-based compensation expense totaled $ 2.1 million pursuant to the 2017 Plan based on outstanding awards under the 2017 Plan.

This expense is expected to be recognized over approximately two years.

1 unchanged sentence

On February 17, 2021, the Company’s Board of Directors approved a stock repurchase program under which the Company may repurchase up to $ 5 million of its outstanding common stock.

On July 6, 2021, the Board of Directors authorized an increase in the Company’s current stock repurchase program under which the Company may repurchase up to an additional $ 5 million of its outstanding common stock (the “Existing Share Repurchase Program”).

On April 7, 2022, the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $ 5 million of its outstanding common stock (the “New Share Repurchase Program”), effective upon the completion of the Existing Share Repurchase Program.

The New Share Repurchase Program has no expiration date but may be terminated by the Board of Directors at any time.

Shares repurchased in Q3 FY23 totaled 194,839 shares at a cost of $ 2.3 million leaving approximately $ 0.4 million remaining under the stock repurchase programs at October 31, 2022.

On July 6, 2021, the Board of Directors authorized an increase in the Company’s stock repurchase program of up to an additional $ 5 million of its outstanding common stock.

On April 7, 2022, the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $ 5 million of its outstanding common stock, which became effective upon the completion of the prior share repurchase program.

On December 1, 2022, the Board of Directors authorized an increase in the Company’s stock repurchase program, under which the Company may repurchase up to an additional $ 5 million of its outstanding common stock.

The Company’s provision for income taxes for the three and nine months ended October 31, 2022 and 2021 is based on the estimated annual effective tax rate, in addition to discrete items.

The Company's effective tax rate for the third quarter of FY23 was 33.3 % which differs from the U.S.

federal statutory rate of 21 % primarily due to rate differentials in foreign tax jurisdictions and Global Intangible Low-Taxed Income (“GILTI”).

The Company's effective tax rate for the third quarter of FY22 was 31.4 % which differs from the U.S.

federal statutory rate of 21 % primarily due to rate differentials in foreign tax jurisdictions and state income taxes

In Q2 FY23 the Company changed its permanent reinvestment assertions for its Chinese operations due to increased volatility of the Chinese yuan and an updated evaluation of investment strategies.

The Company recorded $ 2 million in withholding taxes for a planned repatriation.

Going forward, any adjustments to this provision will be reflected through current tax expense.

The Company's effective tax rate for the nine months ended October 31, 2022 was 68.1 %.

In addition to the $2 million in withholding taxes discussed above, in Q1 FY23, the Company recorded deferred tax benefits of $ 0.2 million related to accruals for China social taxes based on our evaluation of the deductibility of these items.

Excluding these discrete items, the effective rate was 33.8 % which differs from the U.S.

Shares repurchased during the three months ended April 30, 2023 totaled 22,814 shares at a cost of $ 0.3 million, leaving $ 5.1 million remaining under the share repurchase program at April 30, 2023.

The share repurchase program has no expiration date but may be terminated by the Board of Directors at any time.

The Company’s provision for income taxes for the three months ended April 30, 2023 and 2022 is based on the estimated annual effective tax rate, in addition to discrete items.

The Company's effective tax rate for the first quarter of FY24 was 29.1 %, which differs from the U.S.

federal statutory rate of 21 % primarily due to rate differentials in foreign tax jurisdictions and the Global Intangible Low-Taxed Income (“GILTI”).

The Company's effective tax rate for the first quarter of FY23 was 20.2 %.

The Company recorded deferred tax benefits of $ 0.2 million related to accruals for China social taxes based on our evaluation of the deductibility of these items.

Excluding this discrete benefit the effective rate was 32.9 % which differs from the U.S.

federal statutory rate of 21 % primarily due to rate differentials in foreign tax jurisdictions and GILTI.

The Company's effective tax rate for the nine months ended October 31, 2021 was 27.1 % which differs from the U.S.

federal statutory rate of 21 % primarily due to rate differentials in foreign tax jurisdictions, state income taxes and the discrete item discussed above.

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized.

The valuation allowance was $ 3.7 million and $ 3.2 million at October 31, 2022 and January 31, 2022, respectively.

The valuation allowance was $ 3.6 million at April 30, 2023 and January 31, 2023, respectively.

Net Income Per Share

The following table sets forth the computation of basic and diluted net income per share as follows (in $000s except per share amounts):

Three Months Ended

Nine Months Ended

Denominator for basic net income per share (weighted-average shares which exclude shares in the treasury, 1,330,694 and 780,266 at October 31, 2022 and 2021, respectively

Three Months Ended April 30,

Denominator for basic net income per share (weighted-average shares which exclude shares in the treasury, 1,353,508 and 964,722 at April 30, 2023 and 2022, respectively

Effect of dilutive securities from restricted stock plan

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

Basic net income (loss) per share

Diluted net income (loss) per share

Denominator for diluted net income per share (adjusted weighted average shares)

Basic net income per share

Diluted net income per share

Contingencies

8 unchanged sentences

however, there can be no assurance as to the ultimate outcome of these matters.

As of October 31, 2022, to the best of the Company’s knowledge, there were no significant outstanding claims or litigation.

As of April 30, 2023, to the best of the Company’s knowledge, there were no significant outstanding claims or litigation.

Segment Reporting

5 unchanged sentences

We have sales forces in the USA, Canada, Mexico, Europe, Latin America, India, Russia, Kazakhstan and China, which sell and distribute products shipped from the United States, Mexico, India or China.

The table below represents information about reported segments for the three and nine month periods noted therein:

Three Months Ended

Nine Months Ended

(in millions of dollars)

The table below represents information about reported segments for the three-month periods noted therein:

Three Months Ended April 30,

(in millions of dollars)

14 unchanged sentences

Consolidated intersegment sales

Three Months Ended

Nine Months Ended

(in millions of dollars)

Three Months Ended April 30,

(in millions of dollars)

12 unchanged sentences

The table below presents external sales by product line:

Three Months Ended

(in millions of dollars)

Nine Months Ended

Three Months Ended April 30,

(in millions of dollars)

3 unchanged sentences

Consolidated external sales

Subsequent Event

On December 2, 2022 the Company acquired UK-based Eagle Technical Products Limited (“Eagle”) in an all-cash transaction valued at approximately $ 10.8 million subject to post-closing adjustments and potential future earnout payments.

The acquisition enhances Lakeland’s product portfolio, particularly within fire service protective clothing and expands its sales presence in the Middle East and Europe.

Headquartered in Manchester, UK, Eagle is a leading designer and provider of protective apparel to the fire and industrial sectors.

Eagle provides differentiated product offerings through its innovative and technical solutions.

Subsequent Events

Convertible Loan Investment in Bodytrak

On May 19, 2023, the Company entered into an agreement with Bodytrak to provide an additional investment up to an aggregate of £1,500,000 ($ 1.9 million, on the date of initial investment) in the form of a convertible loan.

An initial investment funding of £500,000 ($ 0.6 million on the date of investment) was made on May 19, 2023.

The loaned amounts (“notes”) are due twenty-four months from the issue date which can be extended upon mutual agreement.

The notes bear interest at either an annual rate of 12 % for cash interest or 15 % for payment in kind interest on the outstanding notes such rate being selected by Bodytrak.

Second Quarter Dividend

On May 1, 2023, the Company’s Board of Directors declared a quarterly cash dividend.

The quarterly dividend of $ 0.03 per share or approximately $ 0.2 million, was paid on May 22, 2023, to stockholders of record as of May 15, 2023.

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