What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-31 compared with 2024-03-28 · 177 added, 238 removed, 95 unchanged (81% of the section changed)

1 unchanged sentence

of Financial Condition and Results of Operations

You should read the following

discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements

and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K and with our audited consolidated

financial statements included in our Registration Statement on Form S-1 (File No:

333-261937), as amended (the “Registration Statement”).

As discussed in the section titled “Note Regarding Forward-Looking Statements,” the following discussion and analysis contains

forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect,

could cause our results to differ materially from those expressed or implied by such forward-looking statements.

Factors that could cause

or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled

“Risk Factors” in our Registration Statement.

Reborn Coffee is focused

on serving high quality, specialty-roasted coffee at retail locations, kiosks and cafes.

We are an innovative company that strives for

constant improvement in the coffee experience through exploration of new technology and premier service, guided by traditional brewing

We believe Reborn differentiates itself from other coffee roasters through its innovative techniques, including sourcing,

washing, roasting, and brewing our coffee beans with a balance of precision and craft.

Founded in 2015 by Jay Kim, our Chief Executive Officer, Mr.

his team launched Reborn Coffee with the vision of using the finest pure ingredients and pristine water.

We currently serve customers

through our retail store locations in California:

Brea, La Crescenta, Corona Del Mar, Laguna Woods, Manhattan Beach, Cabazon, Glendale,

Arcadia, Riverside, San Francisco and Irvine, with 3 other locations in development.

We expect to open up to 20 company-owned retail

locations by the end of 2023.

Reborn Coffee continues to elevate the high-end coffee experience

and we received 1st place traditional still in “America’s Best Cold Brew” competition by Coffee Fest in 2017 in Portland

and 2018 in Los Angeles.

The Experience, Reborn

As leading pioneers of the emerging “Fourth

Wave” movement, Reborn Coffee is redefining specialty coffee as an experience that demands much more than premium quality.

ourselves leaders of the “fourth wave” coffee movement because we are constantly developing our bean processing methods,

researching design concepts, and reinventing new ways of drinking coffee.

For instance, the current transition from the K-Cup trend to

the pour over drip concept allowed us to reinvent the way people consume coffee, by merging convenience and quality.

We took the pour

over drip concept and made it available and affordable to the public through our Reborn Coffee Pour Over packs.

Our Pour Over Packs allow

our consumers to consume our specialty coffee outdoors and on-the-go.

Our success in innovating within the “fourth

wave” coffee movement is measured by our success in B2B sales with our introduction of Reborn Coffee Pour Over Packs to hotels.

With the introduction of our Pour Over Packs to major hotels (including one hotel company with 7 locations), our B2B sales increased

as these companies recognized the convenience and functionality our Pour Over Packs serve to their customers.

Reborn Coffee’s continuous Research and

Development is essential to developing new parameters in the production of new blends.

Our first place position in “America’s

Best Cold Brew” competition by Coffee Fest in 2017 in Portland and 2018 in Los Angeles is a testament to the way we believe we

lead the “fourth wave” movement by example.

Centered around its core values of service, trust,

and well-being, Reborn Coffee delivers an appreciation of coffee as both a science and an art.

Developing innovative processes such as

washing green coffee beans with magnetized water, we challenge traditional preparation methods by focusing on the relationship between

water chemistry, health, and flavor profile.

Leading research studies, testing brewing equipment, and refining roasting/brewing methods

to a specific, Reborn Coffee proactively distinguishes exceptional quality from good quality by starting at the foundation and paying

attention to the details.

Our mission places an equal emphasis on humanizing the coffee experience, delivering a fresh take on “farm-to-table”

by sourcing internationally.

In this way, Reborn Coffee creates opportunities to develop transparency by paying homage to origin stories

and spark new conversations by building cross-cultural communities united by a passion for the finest coffee.

Through a broad product offering, Reborn Coffee

provides customers with a wide variety of beverages and coffee options.

As a result, we believe we can capture share of any experience

where customers seek to consume great beverages whether in our inviting store atmospheres which are designed for comfort, or on the go

through our pour over packs, or at home with our whole bean ground coffee bags.

We believe that the retail coffee market in the US is

large and growing.

According to IBIS, in 2021, the retail market for coffee in the United States is expected to be $46.2 billion.

is expected to grow due to a shift in consumer preferences to premium coffee, including specialized blends, espresso-based beverages,

and cold brew options.

Reborn aims to capture a growing portion of the market as we expand and increase consumer awareness of our brand.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations is intended to assist in understanding and assessing the trends and significant changes

in our results of operations and financial condition.

Historical results may not be indicative of future performance.

The statements in

this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and all

other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our management, as well

as assumptions made by, and information currently available to, our management.

Actual results could differ materially from those discussed

in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report,

particularly in “Risk Factors” or in other sections of this Annual Report on Form 10-K.

Reborn Coffee is focused on serving high quality,

specialty-roasted coffee at retail locations, kiosks and cafes.

We are an innovative company that strives for constant improvement in

the coffee experience through exploration of new technology and premier service, guided by traditional brewing techniques.

Reborn differentiates Coffee itself from other coffee roasters through its innovative techniques, including sourcing, washing, roasting,

and brewing our coffee beans with a balance of precision and craft.

Founded in 2015 by Jay Kim, our Chief Executive

Kim and his team launched Reborn Coffee with the vision of using the finest pure ingredients and pristine water.

serve customers through our 10 retail stores located in California, 1 store in Korea, and 1 store in Malaysia.

Reborn Coffee continues to elevate the high-end

coffee experience, and we received 1st place traditional still in “America’s Best Cold Brew” competition by Coffee Fest

in 2017 in Portland and 2018 in Los Angeles.

Current Operations

We have a production and distribution center

at our headquarters that we use to process and roast coffee for wholesale and retail distribution.

Currently, we have the following

fourteen retail coffee locations:

We have a production and distribution center at

our headquarters that we use to process and roast coffee for wholesale and retail distribution.

We have the following twelve retail coffee locations

as of December 31, 2024:

La Floresta Shopping Village in Brea, California;

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Manhattan Village at Manhattan Beach, California.

Cabazon, California;

Huntington Beach, California;

Santa Anita Westfield Mall in Arcadia, California;

Galleria at Tyler in Riverside, California;

Stonestown Galleria in San Francisco, California;

Intersect in Irvine, California;

Dupont Drive in Irvine, California;

Diamond Bar, California;

Anaheim, California

Components of Our Results

of Operations

The Company recognizes revenue in accordance

with ASC 606, Revenue from Contracts with Customers.

The Company’s net revenue primarily consists of revenues from its retail locations

and wholesale and online store.

Accordingly, the Company recognizes revenue as follows:

● Retail Store Revenue

Retail store revenues are recognized when payment is tendered at the

point of sale.

Retail store revenues are reported net of sales, use or other transaction taxes that are collected from customers and

remitted to taxing authorities.

Daejeon, Korea

Kuala Lumpur, Malaysia

Components of Our Results of Operations

We recognize revenue in accordance with ASC 606,

Revenue from Contracts with Customers.

Our net revenue primarily consists of revenues from our retail locations and wholesale and online

Accordingly, we recognize revenue as follows:

Store Revenue

Retail store revenues are recognized

when payment is tendered at the point of sale.

Retail store revenues are reported net of sales, use or other transaction taxes that are

collected from customers and remitted to taxing authorities.

Sales taxes that are payable are recorded as accrued as other current liabilities.

Retail store revenue

makes up approximately 98% of the Company’s total revenue.

● Wholesale and Online Revenue

and online revenues are recognized when the products are delivered, and title passes to customers or to the wholesale distributors.

customers pick up the products at the Company’s warehouse, or the products are delivered to the wholesale distributors, the title

of the products passes and revenue is recognized.

Wholesale revenues make up approximately 2% of the Company’s total revenue.

Retails store revenue makes up approximately [98]% of our total revenue.

and Online Revenue

Wholesale and online revenues are recognized

when the products are delivered, and title passes to customers or to the wholesale distributors.

When customers pick up the products at

our warehouse, or the products are delivered to the wholesale distributors, the title of the products passes and revenue is recognized.

Wholesale revenues make up between [4% to 6%] of our total revenue.

Cost of Sales

Cost of sales includes costs associated with

generating revenue within our company-owned retail locations and through wholesale and online platform.

Shipping and Handling Costs

The Company incurred freight out cost and is included in the Company’s

cost of sale.

Cost of sales includes costs associated with generating

revenue within our company-owned retail locations and through wholesale and online platform.

General and Administrative Expense

General and administrative expense includes store-related

expense as well as the Company’s corporate headquarters’ expenses.

Advertising Expense

Advertising expenses are

expensed as incurred.

Advertising expenses amounted to $71,072 and $52,688 for the years ended December 31, 2023 and 2022, respectively,

and are recorded under general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

Pre-opening Costs

Pre-opening costs for new stores, which are not

material, consist primarily of payroll and recruiting expense, training, marketing, rent, travel, and supplies, and are expensed as incurred

depreciated over the shorter of the useful life of the improvement or the lease term, including renewal periods that are reasonably assured.

General and administrative expenses include store-related

expenses as well as our corporate headquarters’ expenses.

Reverse Stock Split

On January 12, 2024, we filed the Certificate

of Amendment to our Certificate of Incorporation to effect the Reverse Stock Split of our issued common stock in the ratio of 1-for-8.

The common stock began trading on the Nasdaq Capital Market on a Reverse Stock Split-adjusted basis at the market open on Monday, January

Results of Operations

The following tables present

the summary of historical consolidated financial data for Reborn Coffee, Inc.

The following tables present the summary of historical

consolidated financial data for Reborn Coffee, Inc.

and its subsidiaries for the periods and at the dates indicated.

The summary of historical consolidated statements of income data and summary historical consolidated statements of cash flows data presented

below for the years ended December 31, 2023 and 2022.

Historical results are not

necessarily indicative of the results expected for any future period.

Historical results

are not necessarily indicative of the results expected for any future period.

You should read the summary of historical consolidated financial

data below, together with our audited consolidated financial statements and related notes thereto.

For the Year Ended December 31, 2024 Compared to the Year Ended

December 31, 2023.

Years Ended December 31,

Net revenues:

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Other income (expense)

Paycheck protection program (PPP) loan forgiven income

Asset impairment loss

Loss on the sale of building

Interest expense

Gain on the sale of building

Total other expense

Total other expense, net

Loss before income taxes

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$ (4,725,123 )

Earnings (loss) per share:

Basic and diluted

Weighted average number of common shares outstanding:

Basic and diluted

were approximately $6.0 million for the year ended December 31, 2023, compared to $3.2 million for the year ended December 31, 2022, representing

an increase of approximately $2,713,000, or 45.6%.

Net Revenues – Revenues were

approximately $5.9 million for the year ended December 31, 2024, compared to $5.5 million for the year ended December 31, 2023, representing

an increase of approximately $0.4 million, or 7.6%.

The increase in sales for the periods was primarily driven by the opening of new locations,

and to the continued focus on marketing efforts to grow brand recognition.

Product, food and drink

Product, food and drink costs were approximately $1,758,000 for the year ended December 31, 2023 compared to $1,093,000 for

the comparable period in 2022, representing an increase of approximately $666,000, or 37.9%.

The increase in costs was partially driven

by the opening of new locations and the overall increase in sales for the period.

General and administrative

General and administrative expenses were approximately $7,968,000 for the year ended December 31, 2023 compared to $5,664,000

for the comparable period in the prior year, representing an increase of approximately $2,304,000, or 28.9%.

The increase was mainly caused

by increased occupancy expenses and labor costs with opening of new locations.

Product, Food and Drink Costs (stores)

– Product, food and drink costs were approximately $2.1 million for the year ended December 31, 2024 compared to $1.8 million

for the comparable period in 2023, representing an increase of approximately $0.3 million, or 15.7%.

The increase in costs was partially

driven by the opening of new locations and the overall increase in sales for the period.

General and administrative expenses

– General and administrative expenses were approximately $8.3 million for the year ended December 31, 2024 compared to $8.2

million for the comparable period in the prior year, representing an increase of approximately $0.1 million, or 1.2%.

The increase was

mainly caused by increased occupancy expenses and labor costs with opening of new locations.

Other Income (Expense) – Other

income or expense primarily includes interest expense.

Interest expense was $0.2 million for the year ended December 31, 2024 compared

to $0.1 million for the year ended December 31, 2023, an increase of $0.1 million.

The increase was primarily due to increase in high

interest rate for the monies borrowed during 2024.

Liquidity and Capital Resources

We have a history of operating

losses and negative cash flow in operating activities.

We have incurred recurring net losses, including net losses from operations before

income taxes of $3.7 million and $3.5 million for the year ended December 31, 2023 and 2022, respectively.

We used $3.1 million and $3.3

million of cash for operating activities the year ended December 31, 2023 and 2022, respectively, and we had an accumulated deficit of

$15,303,487 at December 31, 2023.

These factors raise substantial doubt as to our ability to continue as a going concern, and our independent

registered public accounting firm has included a going concern uncertainty explanatory paragraph in their report for 2023.

We have a history of operating losses and negative

cash flow in operating activities.

We have incurred recurring net losses, including net losses from operations before income taxes of

$4.8 million and $4.7 million for the years ended December 31, 2024 and 2023, respectively.

We used $3.5 million and $3.2 million cash

for operating activities during the years ended December 31, 2024 and 2023, respectively.

These factors raise substantial doubt as to

our ability to continue as a going concern, and our independent registered public accounting firm has included a going concern explanatory

paragraph in our audit report for 2024.

Our cash needs will depend on numerous factors,

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We expect to devote substantial capital resources to, among other things, fund operations and continue development

In August 2022, the Company consummated the IPO

of 1,440,000 shares of its common stock at a public offering price of $5.00 per share, generating gross proceeds of $7,200,000.

from the IPO were approximately $6.2 million after deducting underwriting discounts and commissions and other offering expenses of approximately

To support our existing and

planned business model, the Company needs to raise additional capital to fund our future operations.

The Company has not experienced any

difficulty in raising funds through loans, and has not experienced any liquidity problems in settling payables in the normal course of

business and repaying loans when they fall due.

To support our existing and planned business model,

we need to raise additional capital to fund our future operations.

We have not experienced any difficulty in raising funds through loans,

and have not experienced any liquidity problems in settling payables in the normal course of business and repaying loans when they fall

Successful renewal of our loans, however, is subject to numerous risks and uncertainties.

In addition, the increasingly competitive industry conditions under which we operate may negatively impacted our results of operations

and cash flows.

Additional debt financing is anticipated to fund the Company’s operations in near future.

However, there are no

current agreements or understandings with regard to the form, time or amount of such financing and there is no assurance that any of this

financing can be obtained or that the Company can continue as a going concern.

In addition, the increasingly competitive

industry conditions under which we operate may negatively impacted our results of operations and cash flows.

Additional financing is anticipated

to fund our operations in near future.

However, other than the ELOC Agreement and the Arena Debenture Transaction, there are no current

agreements or understandings with regard to the form, time or amount of such financing and there is no assurance that any of this financing

can be obtained or that we can continue as a going concern.

Statement of Cash Flow Data:

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by (used in) investing activities

Net cash provided by financing activities

Cash Flows Used in Operating Activities

Net cash used in operating activities during the year ended December

31, 2023 was approximately $2.8 million, which resulted from net loss of $3.7 million, non-cash charges of $285,000 for stock compensation,

$272,000 for operating lease and $262,000 for depreciation, and net cash outflows of $388,000 from changes in operating assets and liabilities.

Net cash used in operating

activities during the year ended December 31, 2022 was approximately $3.3 million, which resulted from net loss of $3.5 million, non-cash

charges of $441,000 for stock compensation, $21,000 for operating lease and $210,616 for depreciation, and net cash outflows of $415,000

from changes in operating assets and liabilities.

Net cash used in operating activities during the

year ended December 31, 2024 was approximately $3.5 million, which resulted from net loss of $4.8 million, non-cash charges of $0.8 million

for stock compensation, and $0.4 million for depreciation, and net cash inflows of $0.2 million from changes in operating assets and liabilities.

Net cash used in operating activities during the

year ended December 31, 2023 was approximately $3.2 million, which resulted from net loss of $4.7 million, non-cash charges of $0.3 million

for stock compensation, $0.3 million for operating lease and $0.3 million for depreciation, and net cash inflows of $0.7 million from

changes in operating assets and liabilities.

Cash Flows Used in Investing Activities

Net cash used in investing

activities for the year ended December 31, 2023 and 2022 was $1,019,353 and $681,531, respectively, These expenditures in each period

are primarily related to purchases of property and equipment in connection with current and future location openings and maintaining our

existing locations.

Net cash used in investing activities for the

years ended December 31, 2024 and 2023 was $1.0 million and $2.4 million, respectively.

These expenditures in each period are primarily

related to purchases of property and equipment in connection with current and future location openings and maintaining our existing locations.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities during the year ended December

31, 2023 was $1.5 million, which was primarily a proceeds from the credit line and loans.

Net cash provided by financing activities during

the year ended December 31, 2022 was $6.1 million, which was primarily a proceeds from the IPO.

As of December 31, 2023,

the Company had total assets of approximately $9.0 million.

Our cash balance as of December 31, 2023 was approximately $676,000.

the year ended December 31, 2024 was $4.4 million, which was primarily due to proceeds from issuances of common stock and off-set by repayments

of loans payable.

Net cash provided by financing activities during the year ended December 31, 2023 was $2.7 million, which was primarily

from proceeds from the credit line and loans.

Credit Facilities

Loans with Square Capital

During the fiscal year ended December 31, 2023, the Company entered

into loan agreements with Square Capital.

As of December 31, 2023, there was a balance outstanding of $1,126,500.

Economic Injury Disaster

On May 16, 2020, the Company

executed the EIDL Loan from the SBA under its EIDL assistance program in light of the impact of the COVID-19 pandemic on the Company’s

As of December 31, 2023, the loan payable, EIDL Loan noted above is not in default.

Pursuant to the SBA Loan

Agreement, the Company borrowed an aggregate principal amount of the EIDL Loan of $500,000, with proceeds to be used for working capital

Interest accrues at the rate of 3.75% per annum and will accrue only on funds actually advanced from the date of each advance.

Installment payments, including principal and interest, are due monthly beginning May 16, 2021 (twelve months from the date of the SBA

Loan Agreement) in the amount of $731.

Economic Injury Disaster Loan

On May 16, 2020, we executed the EIDL Loan from

the SBA under its EIDL assistance program in light of the impact of the COVID-19 pandemic on our business.

As of December 31, 2024, the

loan payable, EIDL Loan noted above is not in default.

Pursuant to the SBA Loan Agreement, we borrowed

an aggregate principal amount of the EIDL Loan of $500,000, with proceeds to be used for working capital purposes.

Interest accrues at

the rate of 3.75% per annum and will accrue only on funds actually advanced from the date of each advance.

Installment payments, including

principal and interest, are due monthly beginning May 16, 2021 (twelve months from the date of the SBA Loan Agreement) in the amount of

The balance of principal and interest is payable thirty years from the date of the SBA Loan.

connection therewith, the Company also received a $10,000 grant, which does not have to be repaid.

During the year ended December 31,

2020, $10,000 was recorded in Economy injury disaster loan (EIDL) grant income in the Statements of Operations.

The schedule of payments

on this loan was later deferred to commence 24 months from the date of loan and the Company had paid the payments since May 2022.

In connection therewith, the Company executed

(i) a loan for the benefit of the SBA, which contains customary events of default and (ii) a Security Agreement, granting the SBA a security

interest in all tangible and intangible personal property of the Company, which also contains customary events of default (the “SBA

Security Agreement”).

Paycheck Protection Program

In May 2020, the Company

secured a loan under the PPP administered by the SBA in the amount of $115,000.

In February 2021, the Company secured a second loan under

this program in the amount of approximately $167,000.

The interest rate of the loan is 1.00% per annum and accrues on the unpaid principal

balance computed on the basis of the actual number of days elapsed in a year of 360 days.

Commencing seven months after the effective

date of each PPP Loan, the Company is required to pay the Lender equal monthly payments of principal and interest as required to fully

amortize any unforgiven principal balance of the loan by the two-year anniversary of the effective date of the loan.

The PPP Loan contains

customary events of default relating to, among other things, payment defaults, making materially false or misleading representations

to the SBA or the Lender, or breaching the terms of the PPP Loan.

The occurrence of an event of default may result in the repayment of

all amounts outstanding under the PPP Loan, collection of all amounts owing from the Company, or filing suit and obtaining judgment against

Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the

loan granted under the PPP.

Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment

of payroll costs and any payments of mortgage interest, rent, and utilities.

Recent modifications to the PPP by the U.S.

Congress have extended the time period for loan forgiveness beyond the original eight-week period, making it possible for the Company

to apply for forgiveness of its PPP loan.

The Company was granted forgiveness for the initial PPP Loan prior to December 31, 2021.

In connection therewith, we also received

a $10,000 grant, which does not have to be repaid.

During the year ended December 31, 2020, $10,000 was recorded in Economy injury disaster

loan (EIDL) grant income in the Statements of Operations.

The schedule of payments on this loan was later deferred to commence 24 months

from the date of loan and we have paid the payments since May 2022.

In connection therewith, we executed (i) a loan

for the benefit of the SBA, which contains customary events of default and (ii) a Security Agreement, granting the SBA a security interest

in all of our tangible and intangible personal property, which also contains customary events of default (the “SBA Security Agreement”).

Paycheck Protection Program Loan

In May 2020, we secured a loan under the PPP administered

by the SBA in the amount of $115,000.

In February 2021, we secured a second loan under this program in the amount of approximately $167,000.

The interest rate of the loan is 1.00% per annum and accrues on the unpaid principal balance computed on the basis of the actual number

of days elapsed in a year of 360 days.

Commencing seven months after the effective date of each PPP Loan, we are required to pay the Lender

equal monthly payments of principal and interest as required to fully amortize any unforgiven principal balance of the loan by the two-year

anniversary of the effective date of the loan.

The PPP Loan contains customary events of default relating to, among other things, payment

defaults, making materially false or misleading representations to the SBA or the Lender, or breaching the terms of the PPP Loan.

occurrence of an event of default may result in the repayment of all amounts outstanding under the PPP Loan, collection of all amounts

we owe, or filing suit and obtaining judgment against us.

Under the terms of the CARES Act, PPP loan recipients can apply for and be granted

forgiveness for all or a portion of the loan granted under the PPP.

Such forgiveness will be determined, subject to limitations, based

on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities.

Recent modifications

to the PPP by the U.S.

Treasury and Congress have extended the time period for loan forgiveness beyond the original eight-week period,

making it possible for us to apply for forgiveness of our PPP loan.

The Company was granted forgiveness for the initial PPP Loan prior

to December 31, 2021.

Operating Leases

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between rent expense and cash payment is recorded as deferred rent on the accompanying consolidated balance sheets.

Pre-opening rent

is included in selling, general and administrative expenses on the accompanying consolidated statements of income.

Tenant incentives

used to fund leasehold improvements are recorded in deferred rent and amortized as reductions to rent expense over the term of the lease.

Reborn files income tax returns in the U.S.

and California state jurisdictions.

Pre-opening rent is

included in selling, general and administrative expenses on the accompanying consolidated statements of income.

Tenant incentives used

to fund leasehold improvements are recorded in deferred rent and amortized as reductions to rent expense over the term of the lease.

We file income tax returns in the U.S.

federal and California state jurisdictions.

We also file income tax returns in South Korea and

Malaysia related to our subsidiaries located in those countries.

Income taxes in South Korea and Malaysia is not material.

Upon the closing of this offering, we will be

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About Market Risk

Under SEC rules and regulations,

because we are considered to be a “smaller reporting company”, we are not required to provide the information required by

this item in this report.

Under SEC rules and regulations, because we are

considered to be a “smaller reporting company”, we are not required to provide the information required by this item in this

Financial Statements and Supplementary

The Financial Statements

and Supplementary Data required by this Item 8 are incorporated by reference to information beginning on Page F-1 of this Form 10-K.

Changes in and Disagreements with Accountants on Accounting

and Financial Disclosures

The Financial Statements and Supplementary Data

required by this Item 8 are incorporated by reference to information beginning on Page F-1 of this Form 10-K.

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosures

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis