What changed in this filing

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Item 1. Financial Statements

2023-11-09 compared with 2023-05-11 · 213 added, 205 removed, 442 unchanged (49% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

Current assets:

Cash and cash equivalents

Restricted cash

Trade accounts receivable, net of allowance of $ 21,089 and $ 18,502

1 unchanged sentence

Prepaid expenses and other assets

Other receivables

Total current assets

13 unchanged sentences

Deferred tax liabilities, net

Accrued liabilities, noncurrent

Finance lease obligation, less current portion

19 unchanged sentences

Total liabilities and stockholders’ equity

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

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

LIGHTPATH TECHNOLOGIES, INC.

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

Cost of sales

3 unchanged sentences

Amortization of intangibles

(Gain) loss on disposal of property and equipment

Total operating expenses

4 unchanged sentences

Interest expense, net

Other income (expense), net

Total other income (expense), net

Other income, net

Total other (expense), net

Loss before income taxes

1 unchanged sentence

( 1,278,566 )

( 1,854,063 )

Income tax provision

1 unchanged sentence

$ ( 1,380,700 )

$ ( 3,238,031 )

$ ( 2,182,391 )

Foreign currency translation adjustment

2 unchanged sentences

$ ( 2,298,529 )

$ ( 3,196,128 )

$ ( 2,345,019 )

Loss per common share (basic)

2 unchanged sentences

Number of shares used in per share calculation (diluted)

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

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

LIGHTPATH TECHNOLOGIES, INC.

7 unchanged sentences

Employee Stock Purchase Plan

Exercise of Stock Options & RSUs, net

Stock-based compensation on stock options & RSUs

Exercise of Stock Options, RSUs and RSAs, net

Issuance of common stock for acquisition of Visimid

Stock-based compensation on stock options, RSUs and RSAs

Foreign currency translation adjustment

4 unchanged sentences

$ ( 209,178,605 )

Issuance of common stock for:

Exercise of Stock Options, RSUs & RSAs, net

Stock-based compensation on stock options, RSAs & RSUs

Foreign currency translation adjustment

Balances at December 31, 2022

$ 233,104,731

$ ( 205,864,119 )

Issuance of common stock for:

Employee Stock Purchase Plan

Exercise of Stock Options, RSUs & RSAs, net

Issuance of common stock under public equity placement

Stock-based compensation on stock options, RSAs & RSUs

Foreign currency translation adjustment

( 1,163,270 )

Balances at March 31, 2023

$ 242,529,230

$ ( 207,027,389 )

Balances at June 30, 2022

3 unchanged sentences

Employee Stock Purchase Plan

Stock-based compensation on stock options & RSUs

Foreign currency translation adjustment

Balances at September 30, 2021

$ 231,576,882

$ ( 200,879,274 )

Issuance of common stock for:

Settlement of RSUs, net

Stock-based compensation on stock options & RSUs

Exercise of Stock Options and RSUs, net

Stock-based compensation on stock options and RSUs

Foreign currency translation adjustment

1 unchanged sentence

( 1,380,700 )

Balances at December 31, 2021

$ 231,761,146

$ ( 201,934,565 )

Issuance of common stock for:

Employee Stock Purchase Plan

Stock-based compensation on stock options & RSUs

Foreign currency translation adjustment

Balances at March 31, 2022

Balances at September 30, 2022

$ 232,619,220

$ ( 205,170,058 )

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

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

LIGHTPATH TECHNOLOGIES, INC.

Condensed Consolidated Statements of Cash Flows

Nine Months Ended March 31,

Three Months Ended September 30,

Cash flows from operating activities:

1 unchanged sentence

$ ( 1,380,700 )

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

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

Depreciation and amortization

Interest from amortization of debt costs

(Gain) loss on disposal of property and equipment

Stock-based compensation on stock options, RSUs & RSAs, net

1 unchanged sentence

Change in operating lease assets and liabilities

Inventory write-offs to allowance

Deferred tax benefit

Deferred taxes

Changes in operating assets and liabilities:

1 unchanged sentence

Other receivables

( 1,317,347 )

Prepaid expenses and other assets

Accounts payable and accrued liabilities

( 1,483,281 )

Net cash (used in) provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Purchase of property and equipment

( 2,325,155 )

( 1,492,668 )

Proceeds from sale of equipment

Acquisition of Visimid Technologies, net of cash acquired

Proceeds from sale-leaseback of equipment

Net cash used in investing activities

( 1,162,433 )

( 1,492,668 )

Cash flows from financing activities:

Proceeds from sale of common stock from Employee Stock Purchase Plan

Proceeds from issuance of common stock under public equity placement

Borrowings on loans payable

Payments on loans payable

( 1,648,899 )

Repayment of finance lease obligations

Net cash provided by (used in) financing activities

Net cash used in financing activities

Effect of exchange rate on cash and cash equivalents

Change in cash and cash equivalents

Change in cash, cash equivalents and restricted cash

( 1,209,022 )

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Cash and cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

Supplemental disclosure of cash flow information:

3 unchanged sentences

Purchase of equipment through finance lease arrangements

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

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

LIGHTPATH TECHNOLOGIES, INC.

12 unchanged sentences

Our significant accounting policies are provided in Note 2, Summary of Significant Accounting Policies , in the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

There have been no material changes to our significant accounting policies during the nine months ended March 31, 2023, from those disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

There have been no material changes to our significant accounting policies during the three months ended September 30, 2023, from those disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

Use of Estimates

1 unchanged sentence

Such estimates and assumptions could change in the future as more information becomes available, which, in turn, could impact the amounts reported and disclosed herein.

Acquisition of Visimid Technologies

In July 2023, the Company acquired Liebert Consulting LLC, dba Visimid Technologies (“Visimid”), pursuant to a Membership Interest Purchase Agreement dated as of July 25, 2023 (the “Acquisition Date”).

Part of the Company’s growth strategy is to identify appropriate opportunities that would enhance our profitable growth through acquisition.

Visimid is an engineering and design firm specializing in thermal imaging, night vision and internet of things (“IOT”) applications.

Visimid provides design and consulting services for Department of Defense (“DoD”) contractors, commercial and industrial customers, and OEMs for original new products.

Visimid’s core competency is developing and producing custom thermal and night vision cores.

We believe that Visimid’s capabilities are aligned with our strategy to focus on engineered solutions.

The Company’s unaudited condensed consolidated financial statements reflect the financial results of Visimid beginning on the Acquisition Date.

The purchase price included $ 1 million in cash, $ 1,550,000 of restricted stock, $ 150,000 of assumed bank debt, and an earnout which is contingent upon the award and completion of a specific customer contract.

Of the restricted stock payable as part of the purchase price, $150,000 (81,610 shares) was issued at closing, with the balance to be issued on four equal installments of $350,000 each on January 1, 2024, July 1, 2024, January 1, 2025 and July 1, 2025 .

The number of shares is based on the average closing price of the Company’s Class A common stock, as reported by Bloomberg, for the five trading days prior to each stock issuance.

The total purchase price, net of cash acquired and including the estimated potential earnout, is approximately $ 2.9 million.

Of this amount, $ 600,000 was paid at closing and the remaining cash and stock payments, including the estimated potential earnout, have been accrued and are included in Accrued liabilities and Accrued liabilities, noncurrent in the accompanying unaudited Condensed Consolidated Balance Sheet as of September 30, 2023.

The estimated fair values of the assets acquired and liabilities assumed were recorded as of the Acquisition Date.

The Company is in the process of obtaining third-party valuations of certain intangible assets;

thus, the provisional measurements of intangible assets, goodwill and deferred income tax assets are subject to change.

For the three months ended September 30, 2023, the Company incurred approximately $ 83,000 in acquisition costs which are included in the unaudited Condensed Consolidated Statements of Comprehensive Income in the line item entitled “Selling, general and administrative.” This is in addition to the previously disclosed $ 140,000 in acquisition costs which were recorded during the three months ended June 30, 2023.

Prior to the Acquisition, the Company had a preexisting relationship with Visimid.

The Company contracted Visimid for engineering services and purchased infrared camera cores from Visimid on an arms’ length basis.

The Company had also partnered with Visimid for the development of the Mantis camera.

Product Revenue

1 unchanged sentence

We design, develop, manufacture, and distribute optical components and assemblies utilizing advanced optical manufacturing processes.

We also perform research and development for optical solutions for a wide range of optics markets.

We also provide engineering services and perform research and development for optical solutions for a wide range of optics markets.

Revenue is derived primarily from the sale of optical components and assemblies.

7 unchanged sentences

We record deferred revenue when cash payments are received or due in advance of our performance.

Deferred revenue was not significant as of June 30, 2022 and March 31, 2023, respectively.

Deferred revenue was not significant as of September 30, 2023 and June 30, 2023, respectively.

Nature of Products

1 unchanged sentence

The performance obligations for the sale of optical components and assemblies are satisfied at a point in time.

Product development agreements are generally short-term in nature, with revenue recognized upon satisfaction of the performance obligation, and transfer of control of the agreed-upon deliverable.

We have organized our products in three groups:

Product development agreements for engineering services are generally short-term in nature, with revenue recognized upon satisfaction of the performance obligation, and transfer of control of the agreed-upon deliverable.

We previously organized our products in three groups:

precision molded optics (“PMO”), infrared, and specialty products.

Revenues from product development agreements are included in specialty products.

Revenue by product group for the three and nine months ended March 31, 2023 and 2022 was as follows:

Three Months Ended March 31,

Nine Months Ended March 31,

Infrared Products

Specialty Products

Revenues from product development agreements for engineering services were included in specialty products.

With our strategic transition into more value-added solutions, and the addition of Visimid in July 2023, we reorganized our products into four product groups:

infrared components, visible components, assemblies and modules, and engineering services.

Assemblies and modules were previously included in PMO, infrared or specialty products, depending on the lens type.

Revenue by product group for the three months ended September 30, 2023 and 2022 was as follows, with 2022 amounts reclassified from those previously reported to conform to current classification:

Three Months Ended

September 30,

Infrared components

Visible components

Assemblies and modules

Engineering services

Total revenue

The components of inventories include the following:

March 31, 2023

June 30, 2022

September 30,

Raw materials

4 unchanged sentences

( 1,124,690 )

The value of tooling in raw materials, net of the related allowance for obsolescence, was approximately $ 1.4 million and $ 1.6 million as of March 31, 2023 and June 30, 2022, respectively.

The value of tooling in raw materials, net of the related allowance for obsolescence, was approximately $ 1.4 million and $ 1.5 million as of September 30, 2023 and June 30, 2023, respectively.

Property and Equipment

Property and equipment are summarized as follows:

Estimated Lives

Estimated Lives (Years)

September 30, 2023

June 30, 2023

Manufacturing equipment

9 unchanged sentences

Goodwill and Intangible Assets

There were no changes in the net carrying value of goodwill during the nine months ended March 31, 2023.

The change in the net carrying amount of goodwill during the three months ended September 30, 2023 was as follows:

Goodwill at June 30, 2023

Acquisition of Visimid

Goodwill at September 30, 2023

The increase in goodwill during the three months ended September 30, 2023 was due to the acquisition of Visimid.

The Company is in the process of obtaining third-party valuations of certain intangible assets;

thus, the provisional measurement of goodwill and intangible assets are subject to change.

See Note 3, Acquisition of Visimid Technologies , to these unaudited condensed consolidated financial statements, for more information.

Identifiable intangible assets were comprised of:

Useful Lives (Years)

September 30,

Customer relationships

7 unchanged sentences

Fiscal year ending:

June 30, 2023 (remaining three months)

June 30, 2024 (remaining nine months)

June 30, 2025

2 unchanged sentences

After June 30, 2027

A summary of our total income tax expense and effective income tax rate for the three and nine months ended March 31, 2023 and 2022 is as follows:

Three Months Ended March 31,

Nine Months Ended March 31,

A summary of our total income tax expense and effective income tax rate for the three months ended September 30, 2023 and 2022 is as follows:

Three Months Ended

September 30,

Loss before income taxes

1 unchanged sentence

$ ( 1,278,566 )

$ ( 3,015,615 )

$ ( 1,854,063 )

Income tax provision

1 unchanged sentence

The difference between our effective tax rates in the periods presented above and the federal statutory rate is due to the mix of taxable income and losses generated in our various tax jurisdictions, which include the United States (the “U.S.”), the People’s Republic of China, and the Republic of Latvia.

For the three and nine months ended March 31, 2023 and 2022, income tax expense was primarily related to income taxes from our operations in China, including accruals for withholding taxes on intercompany dividends declared by LightPath Optical Instrumentation (Zhenjiang) Co., Ltd.

For the three months ended September 30, 2023 and 2022, income tax expense was primarily related to income taxes from our operations in China, including accruals for withholding taxes on intercompany dividends declared by LightPath Optical Instrumentation (Zhenjiang) Co., Ltd.

(“LPOIZ”), and paid or payable to LightPath, its parent company.

2 unchanged sentences

We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

As of March 31, 2023 and June 30, 2022, our net deferred tax assets are related to the U.S.

As of September 30, 2023 and June 30, 2023, our net deferred tax assets are related to the U.S.

jurisdiction and we have provided for a valuation allowance to reduce the net deferred tax assets to the amount we estimate is more-likely-than-not to be realized.

Our net deferred tax asset consists primarily of federal and state tax credits with indefinite carryover periods.

Our net deferred tax assets as of September 30, 2023 and June 30, 2023 consist primarily of federal and state tax credits with indefinite carryover periods.

Federal and State Income Taxes

4 unchanged sentences

(“LPOI”) and LPOIZ, are governed by the Income Tax Law of the People’s Republic of China.

As of March 31, 2023, LPOI and LPOIZ were subject to statutory income tax rates of 25 % and 15 %, respectively.

The net deferred tax liabilities included in these unaudited Condensed Consolidated Balance Sheets as of March 31, 2023 and June 30, 2022 are related to LPOIZ, and primarily consist of timing differences related to depreciation.

During fiscal 2020, the Company began declaring intercompany dividends to remit a portion of the historical earnings of its foreign subsidiaries to the U.S.

As of September 30, 2023, LPOI and LPOIZ were subject to statutory income tax rates of 25 % and 15 %, respectively.

The net deferred tax liabilities included in these unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and June 30, 2023 are related to LPOIZ, and primarily consist of timing differences related to depreciation.

The Company routinely declares intercompany dividends to remit a portion of the earnings of its foreign subsidiaries to the U.S.

parent company.

The Company intends to reinvest a portion of the more recent earnings generated by its foreign subsidiaries;

however, the Company also plans to repatriate a portion of the historical earnings of its subsidiaries.

The Company also intends to reinvest a portion of the earnings generated by its foreign subsidiaries.

The Company accrues withholding taxes on the portion of LPOIZ’s earnings that it intends to repatriate.

Accrued and unpaid withholding taxes were approximately $ 40,000 as of both March 31, 2023 and June 30, 2022.

Other than these withholding taxes, these intercompany dividends have no impact on the Consolidated Financial Statements.

Accrued and unpaid withholding taxes were approximately $ 40,000 as of both September 30, 2023 and June 30, 2023.

Other than these withholding taxes, these intercompany dividends have no impact on the unaudited condensed consolidated financial statements.

Law of Corporate Income Tax of Latvia

14 unchanged sentences

At our 2018 Annual Stockholders Meeting, our stockholders approved the SICP under which an aggregate of 1,650,870 shares of our Class A common stock were authorized for issuance pursuant to awards granted thereunder.

As of March 31, 2023, 1,754,718 shares of Class A common stock are authorized and available for issuance pursuant to awards granted under the SICP.

At our 2022 Annual Stockholders Meeting, our stockholders authorized an additional 2,100,000 shares of our Class A common stock for issuance pursuant to awards granted thereunder.

As of September 30, 2023, 1,625,538 shares of Class A common stock were authorized and available for issuance pursuant to awards granted under the SICP.

The Company’s executive officers are eligible to earn incentive compensation consisting of equity-based awards, as well as cash bonuses, based on the achievement of certain individual and/or Company performance goals set by the Compensation Committee.

The stock-based compensation expense is based primarily on the fair value of the award as of the grant date, and is recognized as an expense over the requisite service period.

The following table shows total stock-based compensation expense for the three and nine months ended March 31, 2023 and 2022, the majority of which is included in selling, general and administrative (“SG&A”) expenses in these unaudited Condensed Consolidated Statements of Comprehensive Income:

Three Months Ended March 31,

Nine Months Ended March 31,

Stock-based compensation expense is based primarily on the fair value of the award as of the grant date, and is recognized as an expense over the requisite service period.

The following table shows total stock-based compensation expense for the three months ended September 30, 2023 and 2022, the majority of which is included in selling, general and administrative (“SG&A”) expenses in these unaudited Condensed Consolidated Statements of Comprehensive Income (Loss):

Three Months Ended September 30,

Stock options

2 unchanged sentences

The 2014 ESPP permits employees to purchase Class A common stock through payroll deductions, subject to certain limitations.

A discount of $ 4,023 and $ 5,129 for the nine months ended March 31, 2023 and 2022, respectively, is included in SG&A expenses in these unaudited Condensed Consolidated Statements of Comprehensive Income, which represents the value of the 10 % discount given to the employees purchasing stock under the 2014 ESPP.

A discount of approximately $ 2,000 for each of the three months ended September 30, 2023 and 2022, respectively, is included in SG&A expenses in these unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), which represents the value of the 10 % discount given to the employees purchasing stock under the 2014 ESPP.

Grant Date Fair Values and Underlying Assumptions;

3 unchanged sentences

Most stock options granted vest ratably over two to four years and are generally exercisable for ten years.

The assumed forfeiture rates used in calculating the fair value of RSU grants was 0%, and the assumed forfeiture rates used in calculating the fair value of options for performance and service conditions were 20% for each of the nine months ended March 31, 2023 and 2022.

The assumed forfeiture rates used in calculating the fair value of RSA and RSU grants was 0%, and the assumed forfeiture rates used in calculating the fair value of options for performance and service conditions were 20% for each of the three months September 30, 2023 and 2022.

The volatility rate and expected term are based on seven-year historical trends in Class A common stock closing prices and actual forfeitures.

1 unchanged sentence

Treasury interest rate for constant maturities.

No stock options were granted during either of the nine months ended March 31, 2023 or March 31, 2023.

No stock options were granted during either of the three-month periods ended September 30, 2023 or September 30, 2022.

Restricted Stock Awards

5 unchanged sentences

Information Regarding Current Share-Based Compensation Awards

A summary of the activity for share-based compensation awards in the nine months ended March 31, 2023 is presented below:

A summary of the activity for share-based compensation awards in the three months ended September 30, 2023 is presented below:

Stock Options

2 unchanged sentences

June 30, 2023

( 1,010,521 )

Cancelled/Forfeited

March 31, 2023

September 30, 2023

Awards exercisable/

March 31, 2023

Awards un exercisable/unvested as of

March 31, 2023

As of March 31, 2023, there was approximately $ 877,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements (including stock options, RSAs and RSUs) granted.

September 30, 2023

Awards unexercisable/

unvested as of

September 30, 2023

As of September 30, 2023, there was approximately $ 535,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements (including stock options, RSAs and RSUs) granted.

We expect to recognize the compensation cost as follows:

1 unchanged sentence

Stock Options

June 30, 2023 (remaining three months)

June 30, 2024

June 30, 2024 (remaining nine months)

June 30, 2025

4 unchanged sentences

The computations for basic and diluted earnings (loss) per share of Class A common stock are described in the following table:

Three Months Ended March 31,

Nine Months Ended March 31,

$ ( 1,163,270 )

$ ( 495,003 )

Three Months Ended

September 30,

$ ( 1,342,376 )

8 unchanged sentences

The following potential dilutive shares were not included in the computation of diluted earnings (loss) per share of Class A common stock, as their effects would be anti-dilutive:

Three Months Ended March 31,

Nine Months Ended March 31,

Three Months Ended

September 30,

Options to purchase common stock

3 unchanged sentences

Shanghai, China;

and Zhenjiang, China, and finance leases related to certain equipment located in Orlando, Florida.

and Zhenjiang, China, and finance leases related to certain equipment located in Orlando, Florida and Riga, Latvia.

The operating leases for facilities are non-cancelable operating leases, with terms at various times through 2034.

We typically include options to renew (or terminate) in our lease term, and as part of our right-of-use (“ROU”) assets and lease liabilities, when it is reasonably certain that we will exercise such options.

We currently have obligations under three finance lease agreements, entered into during fiscal 2019 and fiscal 2023, with terms ranging from three to five years.

We currently have obligations under seven finance lease agreements, entered into during fiscal years 2019, 2023 and 2024, with terms ranging from three to five years.

The leases are for computer and manufacturing equipment.

2 unchanged sentences

We previously had two leases on the premises comprising our primary facility in Orlando, Florida (the “Orlando Facility”).

We assigned one of such leases to a third-party and agreed that we would vacate the premises subject to the assigned lease on November 30, 2022.

In December 2022, we entered into an agreement with the assignee of such lease that extended our right to occupy the subject premises until February 28, 2023, in consideration of payments of rent through February 28, 2023, and other amounts to the assignee.

In February 2023, we vacated this space and have no further obligations related to this lease.

We amended the second lease on the premises comprising our Orlando Facility in April 2021, and again in September 2021, to extend the term of such lease to a date we anticipate to be in or around December 2032 and to increase the leased space from 26,000 square feet to approximately 58,500 square feet.

In April 2023, we entered into a sublease for 11,156 square feet of this space, as we do not have a current need for the full 58,500 square feet.

The first lease on the premises comprising our Orlando Facility was amended in April 2021, and again in September 2021, to expand the space from approximately 26,000 square feet to approximately 58,500 square feet.

The lease term was extended from April 30, 2022, to that certain date that is one hundred twenty-seven (127) months after the date the landlord completes certain work to be done at the leased premises.

The landlord’s work was completed in August 2023, and accordingly the lease expires on March 31, 2034.

In April 2023, we entered into a sublease for 11,156 square feet of this space, as we do not have a current need for the full 58,500 square feet of space.

The sublease is for an initial term of five years, ending in April 2029.

The second lease on the premises comprising our Orlando Facility was assigned to a third-party and it was agreed that we would vacate the premises, subject to the assigned lease, on November 30, 2022.

In February 2023, the space was vacated and we have no further obligations related to this lease.

Effective in January 2022, the terms of our leases in Zhenjiang, China and Riga, Latvia were extended to December 31, 2024 and 2030, respectively .

10 unchanged sentences

The balances are being amortized over the corresponding lease terms.

We are constructing additional tenant improvements within the premises subject to our continuing lease for our Orlando Facility, of which the landlord has agreed to provide $ 2.4 million in tenant improvement allowances.

We will fund the balance of the tenant improvement costs, which we estimate will be approximately $ 2.5 million.

In August 2023, we completed the construction of additional tenant improvements within the premises subject to our continuing lease for our Orlando Facility, of which the landlord has agreed to provide $ 2.4 million in tenant improvement allowances.

We are funding the balance of the tenant improvement costs, which we estimate will be approximately $ 3.8 million, pending final construction invoices.

The components of lease expense were as follows:

Three Months Ended March 31,

Nine Months Ended March 31,

Three Months Ended September 30,

Operating lease cost

6 unchanged sentences

Classification

March 31, 2023

September 30, 2023

June 30, 2023

13 unchanged sentences

Total lease liabilities

(1) Finance lease assets were recorded net of accumulated depreciation of approximately $ 62,000 and $ 418,000 as of March 31, 2023 and June 30, 2022, respectively.

Finance lease assets were recorded net of accumulated depreciation of approximately $ 92,000 and $ 72,000 as of September 30, 2023 and June 30, 2023, respectively.

Lease term and discount rate information related to leases was as follows:

Lease Term and Discount Rate

March 31, 2023

September 30,

Weighted Average Remaining Lease Term (in years)

5 unchanged sentences

Supplemental cash flow information:

Nine Months Ended March 31,

Three Months Ended September 30,

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

2 unchanged sentences

Financing cash used for finance leases

Future maturities of lease liabilities were as follows as of March 31, 2023:

Future maturities of lease liabilities were as follows as of September 30, 2023:

Fiscal year ending:

1 unchanged sentence

Operating Leases

June 30, 2023 (remaining three months)

June 30, 2024 (remaining nine months)

June 30, 2025

7 unchanged sentences

Loans Payable

As of March 31, 2023 and June 30, 2022, loans payable primarily consisted of the BankUnited Term Loan (as defined below) payable to BankUnited N.A.

As of September 30, 2023 and June 30, 2023, loans payable primarily consisted of the BankUnited Term Loan (as defined below) payable to BankUnited N.A.

(“BankUnited”).

4 unchanged sentences

On September 9, 2021, we entered into a letter agreement with BankUnited (the “Letter Agreement”).

The Letter Agreement adjusted certain financial covenants through December 31, 2021, terminated the Guidance Line, and granted us a waiver of default arising prior to the Letter Agreement for our failure to comply with the fixed charge coverage ratio measured on June 30, 2021.

Based on the waiver, we were no longer in default of the Amended Loan Agreement as of June 30, 2021.

Finally, in connection with the Letter Agreement, we paid BankUnited a fee equal to $10,000.

On November 5, 2021, we entered into a second letter agreement with BankUnited (the “Second Letter Agreement”) and thereafter, in accordance with the Second Letter Agreement, on December 20, 2021, we entered into the Second Amendment to the Loan Agreement dated February 26, 2019 (the “Second Amendment”), which further amended the Loan Agreement with BankUnited.

In accordance with the Letter Agreement, the parties agreed to the following terms, among others:

(i) we were granted a waiver of default for our failure to comply with the fixed charge coverage ratio measured on June 30, 2021;

(ii) certain financial covenant requirements were modified;

and (iii) the Guidance Line was terminated.

On November 5, 2021, we entered into a letter agreement with BankUnited (the “Second Letter Agreement”).

In accordance with the Second Letter Agreement, the parties agreed to initiate discussions regarding a possible modification, forbearance, or other resolution of the Amended Loan Agreement (as defined below), which resolution would occur on or before December 31, 2021.

On December 20, 2021, we entered into the Second Amendment to the Loan Agreement dated February 26, 2019 (the “Second Amendment”), which further amended the Loan Agreement with BankUnited.

In accordance with the Second Amendment, the parties agreed to the following terms, among others:

2 unchanged sentences

(iii) beginning on December 20, 2021, each facility would bear interest at BankUnited’s then-prime rate of interest minus fifty (50) basis points, as adjusted from time to time;

(iv) an exit fee equal to 4 % of the outstanding principal balance of the Term Loan on April 15, 2023 (to the extent the Term Loan is still outstanding on such date and has not been refinanced with another lender);

and (v) a fee of $ 50,000 payable upon execution of the Second Amendment.

(iv) the Term Loan would bear a higher interest rate commencing on August 1, 2022;

(v) an exit fee equal to 4% of the outstanding principal balance of the Term Loan on April 15, 2023 (to the extent the Term Loan would still be outstanding on such date);

and (vi) a fee of $ 50,000 payable upon execution of the Second Amendment.

The Second Amendment also granted us a waiver of compliance for the Financial Covenants (as set forth in the Amended Loan Agreement) for the periods ended December 31, 2021, March 31, 2022 and June 30, 2022.

On May 11, 2022, we entered into the Third Amendment to the Loan Agreement dated February 26, 2019 (the “Third Amendment”), which further amended the Loan Agreement with BankUnited.

Based on the waiver, we were no longer in default of the Amended Loan Agreement.

On May 11, 2022, we entered into the Third Amendment to the Loan Agreement dated February 26, 2019 (the “Third Amendment”;

and, together with the First Amendment, the Letter Agreement and the Second Letter Agreement, the “Amended Loan Agreement”), which further amended the Loan Agreement with BankUnited.

In accordance with the Third Amendment, the parties agreed to the following terms, among others:

(i) an amended maturity date of April 15, 2024 with respect to the Term Loan (as defined in the Amended Loan Agreement);

and (ii) an amended exit fee equal to (a) 2% of the outstanding principal balance of the Term Loan on September 30, 2022, (b) 1% of the outstanding principal balance on December 31, 2022, (c) 1% of the outstanding principal balance on March 31, 2023, and (d) 4% of the outstanding principal balance on April 15, 2024 (to the extent the Term Loan is still outstanding on the respective dates and has not been refinanced with another lender) .

Prior to September 30, 2022, BankUnited agreed to defer the exit fee that would have been due on September 30, 2022 to October 30, 2022, and reduce the amount to 1%.

On December 31, 2022, BankUnited agreed to reduce the December 31, 2022 penalty to 0.25% of the outstanding principal balance as of that date.

On February 7, 2023, we entered into the Fourth Amendment to the Loan Agreement dated February 26, 2019 (the “Fourth Amendment” and, together with the First Amendment, the Letter Agreement and the Second Letter Agreement, the Second Amendment, and the Third Amendment, the “Amended Loan Agreement”), which further amended the Loan Agreement with BankUnited.

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(i) an amended maturity date of December 31, 2024 with respect to the Term Loan (as defined in the Amended Loan Agreement);

and (ii) an amended exit fee equal to (a) 1% of the outstanding principal balance on December 31, 2023 and (b) 4% of the outstanding principal balance on December 31, 2024 (to the extent the Term Loan is still outstanding on the respective dates and has not been refinanced with another lender);

(ii) an amended exit fee equal to (a) 1 % of the outstanding principal balance on December 31, 2023 and (b) 4 % of the outstanding principal balance on December 31, 2024 (to the extent the Term Loan is still outstanding on the respective dates);

(iii) a principal reduction payment of $ 1,000,000 on or before February 28, 2023;

(iv) commencing on March 1, 2023 and continuing on the first day of each month thereafter until December 31, 2023, monthly payments of $ 75,000 , and commencing on January 1, 2024 and continuing on the first day of each month thereafter until the maturity date, monthly payments of $ 100,000 , with each such payment applied first to interest, costs and expenses and then to principal;

(v) commencing on March 1, 2023, each facility will bear interest at BankUnited’s then prime rate of interest ( 7.75 % as of March 31, 2023) and (vi) BankUnited has waived compliance with certain financial covenants until December 31, 2023.

(v) commencing on March 1, 2023, each facility will bear interest at BankUnited’s then prime rate of interest, and (vi) BankUnited waived compliance with certain financial covenants until December 31, 2023.

On May 9, 2023, we entered into the Fifth Amendment to the Loan Agreement dated February 26, 2019 (the “Fifth Amendment”), which further amended the Loan Agreement with BankUnited.

In accordance with the Fifth Amendment, the parties agreed to the following terms, among others:

(i) BankUnited agreed to release its security interest in the collateral securing the BankUnited Loans other than a cash collateral account maintained at BankUnited in the amount of $ 2,457,151 , with a portion of such cash collateral to be released on a quarterly basis equal to 110% of the principal reductions effected during that quarter, and (ii) certain other requirements and restrictions of the Loan Agreement were removed, including, among others, financial covenants, restrictions on acquisitions, and limitations on other financing sources.

(i) BankUnited agreed to release its security interest in the collateral securing the BankUnited Loans other than a cash collateral account maintained at BankUnited, initially in the amount of approximately $ 2,457,000 , with a portion of such cash collateral to be released on a quarterly basis equal to 110 % of the principal reductions effected during that quarter, and (ii) certain other requirements and restrictions of the Loan Agreement were removed, including, among others, financial covenants, restrictions on acquisitions, and limitations on other financing sources.

The cash collateral is reflected as Restricted Cash in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2023 and June 30, 2023.

BankUnited Revolving Line

Pursuant to the BankUnited Loan Agreement, BankUnited agreed to make loan advances under the BankUnited Revolving Line to us up to a maximum aggregate principal amount outstanding not to exceed $ 2,000,000 , which proceeds could have been used for working capital and general corporate purposes.

No amounts were due upon its expiration on February 26, 2022.

Pursuant to the Amended Loan Agreement, BankUnited agreed to make loan advances to us under the Revolving Line up to a maximum aggregate principal amount outstanding not to exceed $ 2,000,000 , which proceeds could have been used for working capital and general corporate purposes.

The Revolving Line expired on February 26, 2022.

No amounts were outstanding under the BankUnited Revolving Line upon its expiration.

BankUnited Term Loan

Pursuant to the BankUnited Loan Agreement, BankUnited advanced us $ 5,813,500 to satisfy in full the amounts owed to Avidbank, including the outstanding principal amount and all accrued interest under the acquisition term loan and to pay the fees and expenses incurred in connection with the closing of the BankUnited Loans.

The Term Loan was for a 5 -year term, but co-terminus with the BankUnited Revolving Line should the BankUnited Revolving Line not be renewed beyond February 26, 2022.

Pursuant to the Second Amendment, the maturity date of the Term Loan was extended to April 15, 2023, and pursuant to the Third Amendment, the maturity date of the Term Loan was extended to April 15, 2024.

Pursuant to the Fourth Amendment, the maturity date of the Term Loan was extended to December 31, 2024.

Pursuant to the Amended Loan Agreement, BankUnited advanced the Company $ 5,813,500 to satisfy in full the amounts owed to Avidbank and to pay the fees and expenses incurred in connection with the closing of the BankUnited Loan.

The Term Loan is for a 5 -year term, but co-terminus with the BankUnited Revolving Line should the Revolving Line not be renewed beyond February 26, 2022.

Pursuant to the Fourth Amendment, the maturity date of the Term Loan is December 31, 2024.

The Term Loan initially bore interest at a per annum rate equal to 2.75 % above the 30-day LIBOR.

However, pursuant to the Fourth Amendment, beginning on March 1, 2023, each facility bears interest at BankUnited’s then-prime rate of interest (7.75% as of March 31, 2023).

Initially, equal monthly principal payments of approximately $ 48,446 , plus accrued interest, were due and payable, in arrears, on the first day of each month during the term;

pursuant to the Second Amendment, the monthly payments, including principal and interest, increased to $ 100,000 on November 1, 2022;

and pursuant to the Fourth Amendment, monthly payments, including principal and interest, decreased to $75,000 beginning March 1, 2023, but shall increase to $100,000 on January 1, 2024 .

Pursuant to the Second Amendment, beginning on December 20, 2021, each facility bore interest at BankUnited’s then-prime rate of interest minus fifty (50) basis points, as adjusted from time to time.

Pursuant to the Fourth Amendment, commencing on March 1, 2023, each facility bears interest at BankUnited’s then prime rate of interest, as adjusted from time to time (8.5% as of September 30, 2023).

Equal monthly principal payments of approximately $ 48,446 , plus accrued interest, were due and payable, in arrears, on the first day of each month during the term.

Pursuant to the Second Amendment, the monthly payment, including principal and interest, increased to $ 100,000 , commencing November 1, 2022.

Pursuant to the Fourth Amendment, commencing on March 1, 2023 and continuing on the first day of each month thereafter until December 31, 2023, monthly payments were reduced to $ 75,000 , and commencing on January 1, 2024 and continuing on the first day of each month thereafter until the maturity date, monthly payments will increase to $ 100,000 , with each such payment applied first to interest, costs and expenses and then to principal.

Upon maturity, all principal and interest shall be immediately due and payable.

Security and Guarantees

Our obligations under the Amended Loan Agreement are collateralized by a first priority security interest (subject to permitted liens) in all of our assets and the assets of our U.S.

Our obligations under the Amended Loan Agreement were previously collateralized by a first priority security interest (subject to permitted liens) in all of our assets and the assets of the Company’s U.S.

subsidiaries, GelTech, Inc.

(“GelTech”), and ISP, pursuant to a Security Agreement granted by GelTech, ISP, and us in favor of BankUnited.

Our equity interests in, and the assets of, our foreign subsidiaries are excluded from the security interest.

In addition, all of our subsidiaries have guaranteed our obligations under the Amended Loan Agreement and related documents, pursuant to Guaranty Agreements executed by us and our subsidiaries in favor of BankUnited.

(“GelTech”), and ISP, pursuant to a Security Agreement granted by GelTech, ISP, and the Company in favor of BankUnited.

The Company’s equity interests in, and the assets of, its foreign subsidiaries were excluded from the security interest.

Pursuant to the Fifth Amendment, the security interest in the certain of the collateral then securing the BankUnited Loans terminated and was replaced by a security interest in a cash collateral account maintained at BankUnited, initially in the amount of approximately $ 2,457,000 , with a portion of such cash collateral to be released on a quarterly basis equal to 110% of the principal reductions effected during that quarter.

In addition, all of the Company’s subsidiaries have guaranteed the Company’s obligations under the Amended Loan Agreement and related documents, pursuant to Guaranty Agreements executed by the Company and its subsidiaries in favor of BankUnited.

General Terms

The Amended Loan Agreement contains customary covenants, including, but not limited to:

The Amended Loan Agreement initially contained customary covenants, including, but not limited to:

(i) limitations on the disposition of property;

(ii) limitations on changing our business or permitting a change in control;

(ii) limitations on changing the Company’s business or permitting a change in control;

(iii) limitations on additional indebtedness or encumbrances;

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The Amended Loan Agreement also contains certain financial covenants, including obligations to maintain a fixed charge coverage ratio of 1.25 to 1.00 and a total leverage ratio of 4.00 to 1.00 .

Pursuant to the Fourth Amendment, the financial covenants are waived until December 31, 2023, and we were in compliance with all other required covenants, as amended.

The Letter Agreement granted us a waiver of default arising prior to the Letter Agreement from its failure to comply with the fixed charge coverage ratio measured on June 30, 2021.

The Second Amendment to the Amended Loan Agreement granted us a waiver of compliance for the Financial Covenants (as set forth in the Amended Loan Agreement) through June 30, 2022.

Based on the waivers, we were no longer in default of the Amended Loan Agreement.

Pursuant to the Fifth Amendment, certain other requirements and restrictions of the Loan Agreement were removed, including, among others, financial covenants, restrictions on acquisitions, and limitations on other financing sources.

As of September 30, 2023, we were in compliance with all required covenants.

We may prepay any or all of the BankUnited Loans in whole or in part at any time, without penalty or premium, other than the exit fees, as discussed above.

Late payments are subject to a late fee equal to five percent (5%) of the unpaid amount.

Amounts outstanding during an event of default were to accrue interest at a rate of five percent (5%) above the 30-day LIBOR applicable immediately prior to the occurrence of the event of default.

Pursuant to the Second Amendment, beginning on December 20, 2021, the default rate was converted to five percent (5%) above BankUnited’s then-prime rate of interest minus fifty (50) basis points, as adjusted from time to time.

The Amended Loan Agreement contains other customary provisions with respect to events of default, expense reimbursement, and others.

Financing costs incurred related to the BankUnited Loans were recorded as a discount on debt and will be amortized over the term.

Amortization of approximately $ 55,700 and $ 33,400 is included in interest expense for the nine-month periods ended March 31, 2023 and 2022, respectively.

Amounts outstanding during an event of default accrue interest at a rate of five percent (5%) above BankUnited’s then prime rate of interest, as adjusted from time to time, applicable immediately prior to the occurrence of the event of default.

The Amended Loan Agreement contains other customary provisions with respect to events of default, expense reimbursement, and confidentiality.

Financing costs incurred related to the BankUnited Loans were recorded as a discount on debt and amortized over the term.

Amortization of approximately $ 19,000 is included in interest expense for the three-month period ended September 30, 2022.

There was no amortization for the three-month period ended September 30, 2023, as all costs have been fully amortized in prior periods.

In December 2020, ISP Latvia entered into an equipment loan with a third party (the “2020 Equipment Loan”), which party is also a significant customer, and which the 2020 Equipment Loan is subordinate to the BankUnited Loans, and collateralized by certain equipment.

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The 2020 Equipment Loan bears interest at a fixed rate of 3.3 %.

In May 2023, ISP Latvia entered into an equipment loan with a third party (the “2023 Equipment Loan”).

The 2023 Equipment Loan is collateralized by certain equipment.

The initial advance under the 2023 Equipment Loan was 128,815 EUR (or USD $ 141,245 ), the proceeds of which were used to make a prepayment to a vendor for equipment to be delivered at a future date.

The 2023 Equipment Loan will be payable over 48 months, with monthly installments beginning January 1, 2024.

The 2023 Equipment Loan bears interest at the six-month EURIBOR rate, plus 2.84% ( 6.98 % as of September 30, 2023).

In July 2023, the acquisition of Visimid included a promissory note of $ 150,000 in favor of The American National Bank of Texas (the “ANBTX Note”).

In conjunction with the acquisition, Visimid and LightPath agreed to collateralize the ANBTX Note with a certificate of deposit for the same amount.

The cash collateral is reflected as Restricted Cash in the accompanying unaudited Condensed Consolidated Balance Sheet as of September 30, 2023.

The ANBTX Note bears interest at a fixed rate of 6.15 % and has a maturity date of April 14, 2024 .

Future maturities of loans payable are as follows:

BankUnited Term Loan

Equipment Loans

Fiscal year ending:

June 30, 2023 (remaining three months)

June 30, 2024 (remaining nine months)

June 30, 2025

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Less current portion

( 1,269,340 )

Non-current portion

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operation, where the functional currency is other than the U.S.

dollar, are reflected as a separate component of equity, which was a cumulative gain of approximately $ 977,000 and $ 935,000 as of March 31, 2023 and June 30, 2022, respectively.

We also recognized net foreign currency transaction losses of $ 79,000 and $ 67,000 during the three months ended March 31, 2023 and 2022, respectively.

During the nine months ended March 31, 2023 and 2022, we recognized net foreign currency transaction losses of $ 85,000 and $ 107,000 , respectively, included in the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) in the line item entitled “Other income (expense), net.”

Our cash and cash equivalents totaled approximately $ 9.9 million at March 31, 2023.

dollar, are reflected as a separate component of equity, which was a cumulative gain of approximately $ 481,000 and $ 607,000 as of September 30, 2023 and June 30, 2023, respectively.

We also recognized net foreign currency transaction gains of $ 25,000 and $ 23,000 during the three months ended September 30, 2023 and 2022, respectively, included in the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) in the line item entitled “Other income (expense), net.”

Our cash, cash equivalents and restricted cash totaled approximately $ 6.9 million at September 30, 2023.

Of this amount, greater than 25% was held by our foreign subsidiaries in China and Latvia.

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With respect to the funds generated by our foreign subsidiaries in China, the retained earnings of the respective subsidiary must equal at least 50 % of its registered capital before any funds can be repatriated through dividends.

As of March 31, 2023, LPOIZ had approximately $ 3.4 million in retained earnings available for repatriation, and LPOI did not have any earnings available for repatriation, based on earnings accumulated through December 31, 2022, the end of the most recent statutory tax year, that remained undistributed as of March 31, 2023.

Assets and net assets in foreign countries are as follows:

March 31, 2023

June 30, 2022

March 31, 2023

June 30, 2022

$ 17.8 million

$ 19.6 million

$ 15.5 million

$ 12.7 million

$ 13.5 million

$ 15.7 million

$ 12.2 million

$ 10.0 million

As of September 30, 2023, LPOIZ had approximately $ 2.7 million in retained earnings available for repatriation, and LPOI did not have any earnings available for repatriation, based on earnings accumulated through December 31, 2022, the end of the most recent statutory tax year, that remained undistributed as of September 30, 2023.

Revenues from and long-lived assets located in foreign countries are as follows:

Three Months Ended September 30,

United States

Other European countries

Other Asian countries

Rest of world

September 30,

Long-lived assets:

United States

Contingencies

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These expenses, which include legal, consulting and other transitional management fees, totaled $ 718,000 and $ 400,000 during the years ended June 30, 2021 and 2022, respectively.

During the three and nine months ended March 31, 2023, expenses incurred related to the legal proceedings were immaterial.

Such expenses were recorded as SG&A expenses in these unaudited Condensed Consolidated Statement of Comprehensive Income (Loss).

During the three months ended September 30, 2023 and 2022, respectively, expenses incurred related to the legal proceedings were immaterial.

Knowing that employee transitions in international subsidiaries can lead to lengthy legal proceedings that can interrupt the subsidiary’s ability to operate, compounded by the fact that our officers could not travel to China to oversee the transitions because of the travel restrictions imposed by COVID-19, we chose to enter into severance agreements with certain of the employees at the time of termination.

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However, we are not able to precisely estimate the effects of the continuing COVID-19 pandemic on our future results of operations, financial, or liquidity for the remainder of fiscal 2024 or beyond.

Impact of Russian-Ukraine Conflict

In February 2022, Russian military forces invaded Ukraine.

This conflict has resulted in significant economic disruption and continues to adversely impact the broader global economy, including certain of our customers and suppliers.

Given the dynamic nature of this situation, we cannot reasonably estimate the impact of the Russian-Ukraine conflict on our financial condition, results of operations or cash flows into the foreseeable future.

Potential Impact of Economic Conditions in China

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A continuation of China’s current economic conditions or a further slowdown in the economic growth, an economic downturn, a recession, or other adverse economic conditions in China is likely to have a material adverse effect on our business and results of operations in future quarters.

Impact of Russian-Ukraine Conflict

In February 2022, Russian military forces invaded Ukraine.

This conflict has resulted in significant economic disruption and continues to adversely impact the broader global economy, including certain of our customers and suppliers.

We generally rely on cash from operations and equity and debt offerings, to the extent available, to satisfy our liquidity needs and to maintain our ability to repay the BankUnited Term Loan.

As discussed in in Note 11, Loans Payable , on February 7, 2023, we entered into the Fourth Amendment with BankUnited to amend the BankUnited Loan Agreement.

In accordance with the Fourth Amendment, the parties agreed to a further extension of the term, and reduced payments beginning March 1, 2023 through December 31, 2023, among other items.

We have commenced discussions with prospective lenders regarding the refinancing of our debt obligations prior to the maturity date of the BankUnited Term Loan on December 31, 2024.

There can be no assurance that we will be successful in such refinancing or that such refinancing will be available under reasonable commercial terms.

If we are unable to refinance the credit facility with other commercial lenders prior to maturity, it may need to raise additional equity financing, source financing through non-commercial lenders or reduce operating expenses and capital expenditures in order to repay the credit facility and all charges related thereto upon its maturity on December 31, 2024.

On February 16, 2022, we filed a shelf registration statement to facilitate the issuance of our Class A common stock, warrants exercisable for shares of our Class A common stock, and/or units up to an aggregate offering price of $ 75.8 million from time to time.

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The shelf registration statement was declared effective by the SEC on March 1, 2022.

We have not issued any shares of our Class A common stock pursuant to the at-the-market equity program.

On January 12, 2023, the Company entered into a securities purchase agreement (“Purchase Agreement”), pursuant to which the Company agreed to issue and sell in a public offering under the shelf registration statement an aggregate of 9,090,910 shares of the Company’s Class A common stock, par value $ 0.01 per share for a purchase price of $ 1.10 per share and filed a prospectus supplement with the SEC related thereto.

The sale of shares pursuant to the Purchase Agreement closed on January 17, 2023, and resulted in net proceeds of approximately $9.2 million after payment of placement agent fees, and certain other costs and expenses of the offering .

Following this equity raise, we do not expect to need additional equity capital for the foreseeable future, however there are a number of factors that could result in the need to raise additional funds, including a decline in revenue or a lack of anticipated sales growth, increased material costs, increased labor costs, planned production efficiency improvements not being realized, increases in property, casualty, benefit and liability insurance premiums, and increases in other costs.

In addition, we may identify opportunities for acquisitions and other strategic transactions to expand and further enhance our business that may require that we raise additional capital should be elect to pursue any of such transactions.

There are a number of factors that could result in the need to raise additional funds, including a decline in revenue or a lack of anticipated sales growth, increased material costs, increased labor costs, planned production efficiency improvements not being realized, increases in property, casualty, benefit and liability insurance premiums, and increases in other costs.

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