What changed in this filing

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Item 1. Financial Statements

2024-12-10 compared with 2024-09-06 · 105 added, 104 removed, 464 unchanged (31% of the section changed)

5 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Cost of goods sold

Operating expenses

Operating profit (loss)

Operating profit

Other income (expense), net

Interest expense

Income (loss) before taxes

Income tax expense (benefit)

Net income (loss)

Net income (loss) per common share:

Income before taxes

Income tax expense

Net income per common share:

Weighted average common shares outstanding:

4 unchanged sentences

Three Months Ended

Six Months Ended

Net income (loss)

Nine Months Ended

Other comprehensive income (loss):

8 unchanged sentences

Cash and cash equivalents

Accounts receivable, net of allowance for doubtful accounts of $ 1,033 and $ 857 at July 31, 2024 and January 31, 2024, respectively

Accounts receivable, net of allowance for credit losses of $ 1,177 and $ 857 at October 31, 2024 and January 31, 2024, respectively

Prepaid VAT and other taxes

27 unchanged sentences

authorized 20,000,000 shares Issued 8,763,812 and 8,722,965 ;

outstanding 7,396,604 and 7,364,757 at July 31, 2024 and January 31, 2024, respectively

outstanding 7,405,604 and 7,364,757 at October 31, 2024 and January 31, 2024, respectively

Treasury stock, at cost;

1,358,208 shares at July 31, 2024 and January 31, 2024, respectively

1,358,208 shares at October 31, 2024 and January 31, 2024, respectively

Additional paid-in capital

10 unchanged sentences

Comprehensive

Total Stockholder's Equity

Balance, January 31, 2023

6 unchanged sentences

Treasury stock purchased

Balance, July 31, 2023

Balance, October 31, 2023

( 1,358,208 )

Balance, April 30, 2023

Balance, July 31, 2023

( 1,358,208 )

4 unchanged sentences

Return of shares in lieu of payroll withholding

Treasury stock purchased

Balance, July 31, 2023

Balance, October 31, 2023

( 1,358,208 )

6 unchanged sentences

Return of shares in lieu of payroll withholding

Treasury stock purchased

Balance, July 31, 2024

Balance, October 31, 2024

( 1,358,208 )

Balance, April 30, 2024

Balance, July 31, 2024

( 1,358,208 )

4 unchanged sentences

Return of shares in lieu of payroll withholding

Treasury stock purchased

Balance, July 31, 2024

Balance, October 31, 2024

( 1,358,208 )

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

Cash flows from operating activities:

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

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

Deferred income taxes

1 unchanged sentence

Stock based and restricted stock compensation

Equity in (earnings) loss of equity investment

Revaluation of earnout consideration

(Gain) loss on disposal of property and equipment

Equity in loss of equity investment

Change in fair value of earnout consideration

(Increase) decrease in operating assets

6 unchanged sentences

Operating lease liabilities

Net cash provided by operating activities

Net cash (used in) provided by operating activities

Cash flows from investing activities:

12 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

20 unchanged sentences

Intercompany accounts and transactions have been eliminated.

The results reported in these condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the entire fiscal year ending January 31, 2025, or for any future period.

The results reported in these condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2025, or for any future period.

The January 31, 2024, Condensed Consolidated Balance Sheet data was derived from the audited Consolidated Balance Sheet but does not include all disclosures required by accounting principles generally accepted in the United States of America (U.S.

2 unchanged sentences

thus, for example, FY25 refers to the fiscal year ending January 31, 2025, (b) “Q” refers to quarter;

thus, for example, Q2 FY25 refers to the second quarter of the fiscal year ending January 31, 2025, (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, Q3 FY25 refers to the third quarter of the fiscal year ending January 31, 2025, (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.

Recent Accounting Pronouncements

6 unchanged sentences

Early adoption is permitted and this guidance should be applied prospectively but there is the option to apply it retrospectively.

The Company is currently evaluating the impact of this guidance in conjunction with our Form 10-K for our fiscal year ending January 31, 2026.

The Company is currently evaluating the impact and plans to adopt the provisions of this guidance in conjunction with our Form 10-K for our fiscal year ending January 31, 2026.

Segment Reporting

4 unchanged sentences

Early adoption is permitted and the guidance should be applied retrospectively to all periods presented in the financial statements, unless it is impracticable.

The Company is currently evaluating the impact of this guidance in conjunction with our Form 10-K for the fiscal year ending January 31, 2025.

The Company is currently evaluating the impact and plans to adopt the provisions of this guidance in conjunction with our Form 10-K for the fiscal year ending January 31, 2025.

Investments and Acquisitions

11 unchanged sentences

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

Additional investment fundings of £700,000 ($ 0.9 million on the date of investment), £500,000 ($ 0.6 million on the date of investment) and £500,000 ($ 0.6 million on the date of investment) were made on September 8, 2023, December 15, 2023 and February 13, 2024, respectively.

Additional investment fundings of £700,000 ($ 0.9 million on the date of investment), £500,000 ($ 0.6 million on the date of investment), £500,000 ($ 0.6 million on the date of investment) and £200,000 ($ 0.3 million on the date of investment) were made on September 8, 2023, December 15, 2023, February 13, 2024 and August 28, 2024, respectively.

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

The convertible note bears interest at either an annual rate of 12% for cash interest or 15% for payment in kind interest on the outstanding amount under the note, such rate being selected by Bodytrak.

The convertible notes bear interest at either an annual rate of 12% for cash interest or 15% for payment in kind interest on the outstanding amount under the note, 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.

The convertible note is secured by Bodytrak’s intellectual property.

The convertible notes are secured by Bodytrak’s intellectual property.

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, cloud-based analytics, and hardware that includes a patented earpiece for physiological monitoring and audio communications.

The Company recognized losses of $ 0.1 million for the three months ended July 31, 2024 and 2023, respectively, and recognized losses of $ 0.2 million and $ 0.3 million for the six months ended July 31, 2024 and 2023, respectively, as the Company’s share of Bodytrak’s net loss.

The Company recognized losses of $ 0.1 million for the three months ended October 31, 2024 and 2023, and recognized losses of $ 0.4 million for the nine months ended October 31, 2024 and 2023, 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.

6 unchanged sentences

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

LHD’s operating results and assets including acquired intangibles and goodwill will be reported as part of Europe in our geographic segment reporting.

The following table summarizes the preliminary fair values of the LHD assets acquired and liabilities assumed at the date of the acquisition:

LHD’s operating results and assets including acquired intangibles and goodwill are reported as part of Europe in our geographic segment reporting.

The following table summarizes the fair values of the LHD assets acquired and liabilities assumed at the date of the acquisition:

Net working capital acquired

9 unchanged sentences

the relief from royalty method for trade names and trademarks and technological know-how;

and the cost method for the assembled workforce was included in goodwill.

and the cost method for the assembled workforce which was included in goodwill.

Several significant assumptions and estimates were involved in the application of these valuation methods, including forecasted sales volumes and prices, royalty rates, costs to produce, tax rates, capital spending, discount rates, attrition rates and working capital changes.

10 unchanged sentences

and Jolly Scarpe Romania S.R.L.

(collectively, "Jolly") in an all-cash transaction Total consideration was $ 9.6 million, of which $ 7.5 million was paid to the seller at closing, $ 0.6 million paid to retire the remainder of Jolly’s debt and $ 1.5 million remained unpaid subject to post-closing adjustments and customary holdback provisions.

(collectively, "Jolly") in an all-cash transaction.

Total consideration was $ 9.6 million, of which $ 7.5 million was paid to the seller at closing, $ 0.6 million paid to retire the remainder of Jolly’s debt and $ 1.5 million remained unpaid subject to post-closing adjustments and customary holdback provisions.

Jolly is a leading designer and manufacturer of professional footwear for the firefighting, military, police, and rescue markets.

3 unchanged sentences

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

Jolly’s operating results and assets including acquired intangibles and goodwill will be reported as part of Europe in our geographic segment reporting.

The following table summarizes the preliminary fair values of the Jolly assets acquired and liabilities assumed at the date of the acquisition:

Jolly’s operating results and assets including acquired intangibles and goodwill are reported as part of Europe in our geographic segment reporting.

The following table summarizes the fair values of the Jolly assets acquired and liabilities assumed at the date of the acquisition:

Net working capital acquired

3 unchanged sentences

Technological know-how

Other liabilities assumed

Total assets acquired

3 unchanged sentences

the relief from royalty method for trade names and trademarks and technological know-how;

and the cost method for the assembled workforce was included in goodwill.

and the cost method for the assembled workforce which was included in goodwill.

19 unchanged sentences

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

Based on the final valuation, the value of customer relationships was increased $ 1.0 million with a corresponding decrease in goodwill.

The following unaudited pro forma information presents our combined results as if the LHD, Jolly and Pacific acquisitions had occurred at the beginning of FY24.

7 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Net income (loss)

11 unchanged sentences

Goodwill and Intangible Assets, Net

Changes in goodwill during the three and six months ended July 31, 2024 and 2023, were as follows (in $000s):

Changes in goodwill during the nine months ended October 31, 2024, were as follows (in $000s):

Balance at January 31

Measurement period adjustment

Balance at April 30

Measurement period adjustment

Balance at July 31

Changes in intangible assets, net, during the three and six months ended July 31, 2024 and 2023, were as follows (in $000s):

Measurement period adjustments

Currency translation

Balance at October 31

Changes in intangible assets, net, during the nine months ended October 31, 2024, were as follows (in $000s):

Balance at January 31

Balance at April 30

Measurement period adjustments

Balance at July 31

Currency translation

Balance at October 31

Contract Advances

1 unchanged sentence

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, 2024 through July 31, 2024 and from January 31, 2023 through July 31, 2023 (in $000s):

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

The following is a roll-forward of the advances from January 31, 2024 through October 31, 2024 and from January 31, 2023 through October 31, 2023 (in $000s):

Contract liability – January 31

1 unchanged sentence

Decreases to contract liability

Contract liability – July 31

Contract liability – October 31

Long-Term Debt

17 unchanged sentences

and (iv) modify the interest rate based on Daily SOFR plus the Applicable Rate .

The Applicable Rate is based upon a Funded Debt to EBITDA Ratio and includes four (4) different levels constituting a SOFR margin range from 1.25 % to 2.00 %.

The Applicable Rate is based upon a Funded Debt to EBITDA Ratio, as defined, and includes four (4) different levels constituting a SOFR margin range from 1.25 % to 2.00 %.

In addition, the Fourth Amendment (i) modified the Funded Debt to EBITDA Ratio covenant so as not to exceed 3.5x (with step-downs to 3.25 and 3.0 in 2025 and 2026), (ii) modified the Basic Fixed Charge Coverage Ratio covenant to a minimum of 1.20x, (iii) includes a springing Asset Coverage Ratio covenant of at least 1.10x, but only to the extent that the maximum Total Leverage Ratio exceeds 3.00x at any reporting period, (iv) increases the sublimit for letters of credit to $10.0 million, and (v) imposes a floor to Daily SOFR of one percent (1.00%).

The Fourth Amendment provides for additional indebtedness or the assumption of existing indebtedness for acquisitions of foreign subsidiaries (not to exceed $10.0 million in USD) and increased the size of Permitted Acquisitions, without prior approval from the Lender, to $17.5 million per occurrence and $35.0 million in the aggregate .

We were in compliance with all financial covenants of the Loan Agreement as of July 31, 2024.

As of July 31, 2024, the Company had no borrowings outstanding on the letter of credit sub-facility and borrowings of $ 25.3 million outstanding under the revolving credit facility.

We were in compliance with all financial covenants of the Loan Agreement as of October 31, 2024.

As of October 31, 2024, the Company had no borrowings outstanding on the letter of credit sub-facility and borrowings of $ 26.9 million outstanding under the revolving credit facility.

The revolving credit facility carried an interest rate of 6.17 % at October 31, 2024.

Borrowings in UK

There were no borrowings outstanding under the Company’s credit facility with HSBC Bank at July 31, 2024 and January 31, 2024.

There were no borrowings outstanding under the Company’s credit facility with HSBC Bank at October 31, 2024 and January 31, 2024.

Pacific Borrowings

1 unchanged sentence

Pacific has a trade finance facility where the lender finances vendor purchases.

The trade finance facility has a limit of 500,000 New Zealand dollars and caries an interest rate at the prevailing base rate for the relevant currency of the vendor plus a margin of 3.00% per annum.

The trade finance facility has a limit of 500,000 New Zealand dollars and carries an interest rate at the prevailing base rate for the relevant currency of the vendor plus a margin of 3.00% per annum.

The facility includes two term loans.

The first term loan of 1,500,000 New Zealand dollars matures on December 17, 2025, carries an interest rate of 2.3% per annum and requires monthly payments of 19,350 New Zealand dollars .

The second term loan of 550,000 New Zealand dollars matures on November 18, 2024, carries an interest rate of 3.5% per annum and requires monthly payments of 10,005 New Zealand dollars .

The second term loan of 550,000 New Zealand dollars matured on November 18, 2024, carried an interest rate of 3.5% per annum and required monthly payments of 10,005 New Zealand dollars .

The facilities expire in August 2026 and are secured by a security interest in Pacific’s real property.

Borrowings under the trade finance facility and amounts due in FY25 under the term loans are reported as short-term borrowings.

There were no borrowings under this facility at July 31, 2024 and $ 0.3 million at January 31, 2024.

Borrowings under the term loans due after FY25 are reported as long-term borrowings and were $ 0.6 million and $ 0.7 million at July 31, 3024 and January 31, 2024, respectively.

There were no borrowings under this facility at October 31, 2024 and $ 0.3 million at January 31, 2024.

Borrowings under the term loans due after FY25 are reported as long-term borrowings and were $0.6 million and $ 0.7 million at October 31, 2024 and January 31, 2024, respectively.

Jolly Borrowings

1 unchanged sentence

The term loan will expire on March 31, 2027 and carries an interest rate of 5.42%.

The term loan will be repaid in 11 installments of 136,364 Euros paid quarterly beginning September 30, 2024.

Interest payments will be made quarterly and began June 30, 2024.

The term loan will be repaid in 11 installments of 136,364 Euros paid quarterly and began September 30, 2024.

Interest payments are made quarterly .

The loan is guaranteed by SACE S.p.A., the Italian state-owned export credit finance agency.

1 unchanged sentence

Interest on the advance is Euribor plus 1.0%.

Borrowings under the term loans due after FY25 are reported as long-term borrowings and were $ 2.9 million at July 31, 2024.

Borrowings under the term loans due after FY25 are reported as long-term borrowings and were $ 2.7 million at October 31, 2024.

LHD Borrowings

Prior to the Company’s acquisition, LHD secured a federally guaranteed term loan of 800,000 Euros from Commerzbank AG under the “KfW Quick Loan 2020” program, launched by the German government in 2020 to support small and medium-sized enterprises affected by the COVID-19 crisis.

The loan, which matures on June 30, 2030 , began loan repayments on September 30, 2022, with quarterly installments of 25,000 Euros .

As of July 31, 2024, the outstanding balance was 600,000 Euros ($ 650,000 ).

Repayments of the loan, which matures on June 30, 2030 , began on September 30, 2022, with quarterly installments of 25,000 Euros .

As of October 31, 2024, the outstanding balance was 575,000 Euros ($ 625,000 ).

The loan carries an interest rate of 3 % per annum, with interest payments being due in arrears at the end of each quarter.

24 unchanged sentences

There was approximately $ 0.3 million total included in U.S.

bank accounts and approximately $ 24.3 million total in foreign bank accounts as of July 31, 2024, of which $ 24.1 million was uninsured.

bank accounts and approximately $ 15.5

million total in foreign bank accounts as of October 31, 2024, of which $ 15.0 million was uninsured.

Major Customer

No customer accounted for more than 10 % of net sales during the three and six-month periods ended July 31, 2024 and 2023.

No customer accounted for more than 10 % of net sales during the three and nine-month periods ended October 31, 2024 and 2023.

Major Supplier

No vendor accounted for more than 10 % of purchases during the three and six-month periods ended July 31, 2024 and 2023.

No vendor accounted for more than 10 % of purchases during the three and nine-month periods ended October 31, 2024 and 2023.

Stockholders’ Equity

16 unchanged sentences

If any shares subject to an award are forfeited, expire, lapse or otherwise terminate without issuance of such shares, such shares shall, to the extent of such forfeiture, expiration, lapse or termination, again be available for issuance under the 2017 Plan.

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

The Company recognized the following stock-based compensation expense, which is reflected in operating expenses (in $000’s):

Three Months Ended

Six Months Ended

Nine Months Ended

Total restricted stock and stock option programs

2 unchanged sentences

Under the 2017 Plan, as described above, the Company has 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 six months ended July 31, 2024 and 2023.

The following table summarizes the activity under the 2017 Plan for the nine months ended October 31, 2024 and 2023.

This table reflects the amount of awards granted and the number of shares that would be vested if the Company were to achieve the maximum performance level under the June 2022, March 2023 and April 2024 grants.

2 unchanged sentences

Outstanding at January 31, 2024

Outstanding at July 31, 2024

Outstanding at October 31, 2024

Service-Based

1 unchanged sentence

Outstanding at January 31, 2023

Outstanding at July 31, 2023

Outstanding at October 31, 2023

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 revenue growth and Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) margin for the April 2022 grants.

4 unchanged sentences

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

As of July 31, 2024, unrecognized stock-based compensation expense totaled $ 3.0 million pursuant to the 2017 Plan based on outstanding awards under the 2017 Plan.

As of October 31, 2024, unrecognized stock-based compensation expense totaled $ 2.9 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.

4 unchanged sentences

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.

No shares were repurchased during the six months ended July 31, 2024, leaving $ 5.0 million remaining under the share repurchase program at July 31, 2024.

No shares were repurchased during the nine months ended October 31, 2024, leaving $ 5.0 million remaining under the share repurchase program at October 31, 2024.

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 July 31, 2024, and 2023 is based on the estimated annual effective tax rate, in addition to discrete items.

The Company’s effective tax rate for the second quarter of FY25 was 23.4%, which differs from the U.S.

The Company’s provision for income taxes for the three and nine months ended October 31, 2024, and 2023 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 FY25 was 63.5%, 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”), and the impacts from stock compensation vestings during the quarter, partially offset by foreign withholding taxes accrued during the quarter in anticipation of additional repatriations of cash from China.

The Company's effective tax rate for the second quarter of FY24 was 32.7% which differs from the U.S.

The Company's effective tax rate for the third quarter of FY24 was 26.4% 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 six months ended July 31, 2024 was (13.1%), which differs from the U.S.

The Company's effective tax rate for the nine months ended October 31, 2024 was 24.3% which differs from the U.S.

federal statutory rate of 21%, primarily due to rate differentials in foreign tax jurisdictions and GILTI and impacts from the final earn-out adjustments related to the Pacific and Eagle acquisitions.

The Company's effective tax rate for the six months ended July 31, 2023 was 31.5%, which differs from the U.S.

The Company's effective tax rate for the nine months ended October 31, 2023 was 29.5%, which differs from the U.S.

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

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 $ 7.6 million and $ 6.7 million as of July 31, 2024 and January 31, 2024, respectively.

With the exception of our UK and China subsidiaries for which we accrue relevant deferred tax impacts related to non-indefinitely reinvested cash, we consider the excess of the amount for financial reporting over the tax basis (including undistributed and previously taxed earnings) of investments in our other foreign subsidiaries as of July 31, 2024 to be indefinitely reinvested in the foreign jurisdictions on the basis of our specific plan for reinvestment and estimates that future domestic cash generation will be sufficient to meet future domestic cash needs.

Therefore, we have not provided for deferred taxes related to such excess or the relevant portions thereof and disclosed that the determination of any deferred taxes related to this excess is not practicable in those permanently reinvested jurisdictions.

We have made no changes to our policy on indefinite reinvestment during the six months ended July 31, 2024.

The valuation allowance was $ 7.9 million and $ 6.7 million as of October 31, 2024 and January 31, 2024, respectively.

With the exception of our UK and China subsidiaries for which we accrue relevant deferred tax impacts related to non-indefinitely reinvested cash, we consider the excess of the amount for financial reporting over the tax basis (including undistributed and previously taxed earnings) of investments in our other foreign subsidiaries as of October 31, 2024 to be indefinitely reinvested in the foreign jurisdictions on the basis of our specific plan for reinvestment and estimates that future domestic cash generation will be sufficient to meet future domestic cash needs.

Therefore, we have not provided for deferred taxes related to such excess or the relevant portions thereof and concluded that the determination of any deferred taxes related to this excess is not practicable in those permanently reinvested jurisdictions.

We have made no changes to our policy on indefinite reinvestment during the nine months ended October 31, 2024.

Net Income Per Share

1 unchanged sentence

Three Months Ended

Six Months Ended

Net income (loss)

Denominator for basic net income (loss) per share (weighted-average shares which exclude shares in the treasury, 1,358,208 at July 31, 2024 and 2023)

Nine Months Ended

Denominator for basic net income per share (weighted-average shares which exclude shares in the treasury, 1,358,208 at October 31, 2024 and 2023)

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

11 unchanged sentences

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

As of July 31, 2024, to the best of the Company’s knowledge, there were no significant outstanding claims or litigation.

As of October 31, 2024, 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, Australia, New Zealand 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 six month periods noted therein:

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

Three Months Ended

Six Months Ended

Nine Months Ended

(in millions of dollars)

16 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

(in millions of dollars)

5 unchanged sentences

Intersegment profit (loss)

Consolidated operating profit (loss)

July 31, 2024

January 31, 2024

Consolidated operating profit

(in millions of dollars)

7 unchanged sentences

(in millions of dollars)

Six Months Ended

Nine Months Ended

(in millions of dollars)

4 unchanged sentences

Subsequent Events

Third Quarter Dividend

On August 1, 2024, 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 August 22, 2024, to stockholders of record as of August 15, 2024.

Additional Investment in Bodytrak

On August 28, 2024, the Company made an additional investment in Bodytrak in the form of a secured convertible loan of £200,000 ($ 0.3 million on the date of investment).

Fourth Quarter Dividend

On November 1, 2024, 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 November 22, 2024, to stockholders of record as of November 15, 2024.

Additional BodyTrak Investment

On November 8, 2024, the Company entered into an agreement with Bodytrak to provide an additional investment of up to an aggregate of £150,000 ($ 192,000 ) on the date of initial investment in the form of a secured convertible loan.

An initial investment funding of £50,000 ($ 64,000 ) on the date of investment was made on November 12, 2024.

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

The convertible note is secured by Bodytrak’s intellectual property.

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