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Item 7. Management’s Discussion and Analysis

2025-02-07 compared with 2024-03-27 · 203 added, 187 removed, 81 unchanged (83% of the section changed)

2 unchanged sentences

The following discussion should be read in

conjunction with our consolidated financial statements and the related notes contained elsewhere in this Report and

in our other Securities and Exchange Commission filings.

The following discussion may contain predictions, estimates, and other forward-looking

statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors” and elsewhere

in this Report.

These risks could cause our actual results to differ materially from any future performance suggested

We are a leading provider

of service robotic solutions by developing, manufacturing, and deploying novel products that address the growing need for automation

in the service industry.

We develop and provide service automation solutions that directly address the labor shortage problem

affecting the US service industry.

Our solutions include delivery, commercial cleaning, food & beverage service, and

customization and development service, which has been implemented in more than 80 cities across the United States in

restaurants, hotels, casinos, senior living homes, factories and retail centers.

Our solutions automate repetitive and

time-consuming tasks which allows clients to reallocate labor hours to more value-creating roles.

Many of our clients see

our robotic solutions as crucial to expanding and scaling their businesses.

Our product family was designed

to provide labor-intensive businesses with robotic automation solutions.

Hospitality is the most labor-intensive industry, which is why

we have deployed our robots across restaurants, hotels, casinos, hospitals, bars, event spaces, and senior living homes.

The market is

currently in the phase where end-users and system integrators are still gaining experience in adoption and implementation of nonindustrial

service robots.

In North America, the primary driver for adoption will be the ongoing trend to automate menial or non-value-adding-tasks.

These tasks include cleaning, transport and delivery, and food preparation.

conjunction with our consolidated financial statements and the related notes contained elsewhere in this Report and in our other Securities

and Exchange Commission filings.

The following discussion may contain predictions, estimates, and other forward-looking statements that

involve a number of risks and uncertainties, including those discussed under “Risk Factors” and elsewhere in this Report.

These risks could cause our actual results to differ materially from any future performance suggested below.

Richtech Robotics, Inc.

a leading innovator and provider of advanced robotics solutions designed to address the growing need for automation in the service industry.

We develop, manufacture, and deploy cutting-edge robots that streamline operations, enhance efficiency, and alleviate labor shortages

across a diverse range of sectors, including restaurants, hotels, casinos, senior living facilities, and retail centers.

Our commitment

to technological advancement and customer-centric solutions has positioned us as a key player in the rapidly evolving robotics landscape.

Key Business Highlights for Fiscal Year 2024

Transition to Robotics-as-a-Service:

The Company has embarked on a strategic transition from

a traditional product sales model to a RaaS model.

This shift is aimed at generating a more

predictable and recurring revenue stream over the long term, enhancing customer accessibility

to our advanced technologies, and aligning with prevailing industry trends.

● Significant

RaaS Contracts Secured:

As of September 30, 2024, the Company has secured significant RaaS

contracts, including a notable agreement for the deployment of 25 ADAM units, representing

a total contract value of $5,250,000.00, to be recognized over a 60-month period.

These contracts,

totaling $5,862,765.00, will contribute to revenue generation incrementally over lease terms

ranging from 36 to 72 months.

Investment in Research and Development:

Richtech Robotics remains dedicated to innovation

and technological advancement, as evidenced by the increase in research and development expenses

during fiscal year 2024.

These investments are focused on expanding our product portfolio,

enhancing existing offerings, and maintaining our competitive edge in the dynamic robotics

of Sales and Marketing Efforts:

To support the RaaS model and drive customer acquisition,

the Company has significantly increased its investment in sales and marketing initiatives.

These efforts are crucial for educating potential customers about the benefits of leasing

robotics solutions, building brand awareness, and cultivating new customer relationships.

Factors and Trends Affecting Our Business and

Results of Operations

The following trends and uncertainties

either affected our financial performance historically or are likely to impact our results of operations in the future:

● As our robotic products market potential is seen by others,

more competitors enter the market, which will lead to price competition and a decline in profit margins;

● A recession will lead to a decline in customer demand in

our robotic products and services;

● Some of the products are currently assembled by suppliers

in China, which may delay the supply if they are affected by international shipping, epidemic, geopolitical conflicts and other factors;

● We anticipate that our general and administrative expenses

will increase in the future as a result of increased costs associated with being a public company.

These increases will likely include

increased costs related to the hiring of additional personnel and fees to outside consultants, attorneys, and accountants, and personnel-related

stock-based compensation costs, among other expenses, and, in the case of public company-related expenses, services associated with strengthening

our internal control over financial reporting, maintaining compliance with Nasdaq listing and SEC reporting requirements, director and

officer liability insurance costs, and investor and public relations costs, among other expenses.

● Inflationary pressures are also a concern as it is difficult

to make reliable projections for the cost of components.

This means profit margins could be affected, and our pricing would need to re-evaluated

on a regular basis.

● The rising interest rate will lead to a higher borrowing

The following trends and

uncertainties either affected our financial performance historically or are likely to impact our results of operations in the future:

As our robotic products market potential is seen by others, more competitors enter the market, which will lead to price competition and a decline in profit margins;

A recession will lead to a decline in customer demand in our robotic products and services;

Some of the products are currently assembled by suppliers in China, which may delay the supply if they are affected by international shipping, epidemic, geopolitical conflicts and other factors;

We anticipate that our general and administrative expenses will continue to increase in the future as a result of increased costs associated with being a public company.

These increases will likely include increased costs related to the hiring of additional personnel and fees to outside consultants, attorneys, and accountants, and personnel-related stock-based compensation costs, among other expenses, and, in the case of public company-related expenses, services associated with strengthening our internal control over financial reporting, maintaining compliance with Nasdaq listing and SEC reporting requirements, director and officer liability insurance costs, and investor and public relations costs, among other expenses.

Inflationary pressures are also a concern as it is difficult to make reliable projections for the cost of components.

This means profit margins could be affected, and our pricing would need to re-evaluated on a regular basis.

The rising interest rate will lead to a higher borrowing cost.

It will increase our cost for any potential future borrowing and financing activities.

Higher interest rates reduce consumer spending

and business investment, causing the economy to contract, which will impact our business and will reduce our customers’ purchasing

Higher interest rates reduce consumer spending and business investment, causing the economy to contract, which will impact our business and will reduce our customers’ purchasing power.

Results of Operations

Comparison of the years ended September 30,

Comparison of the fiscal years ended September

30, 2024 and 2023

The following table summarizes

our results of operations (in thousands) for the years ended September 30, 2023 and 2022, together with the dollar change in

those items from period to period:

The following table summarizes our results of operations (in thousands)

for the fiscal years ended September 30, 2024 and 2023, together with the dollar change in those items from period to period:

Year ended September 30,

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Total operating expenses

Loss from operations

Other income (expense):

Interest expense, net

Total other expense

Gain/(loss) from operations

Non-operating income(expense):

Investment Income

Interest expenses, net

Total other expenses

Loss before income tax expense

Income tax benefit/(expense)

total revenue for the fiscal years ended September 30, 2023, and 2022, was $8,759 thousand and $6,049 thousand, respectively.

The $2,710 thousand increase, or 45%, increase in revenue in 2023 was a result of the continuous expansion of our customer base and increased

revenue from existing customers.

Our revenue (in thousands) by product for the fiscal years ended September 30 is shown below:

The total revenue

for the fiscal year ended September 30, 2024 and 2023, was $4,240 thousand and $8,759 thousand, respectively.

The $4,519 thousand decrease,

or 51%, for fiscal year 2024 is primarily attributed to the strategic transition to the RaaS model, which impacts the timing of revenue

While this transition may initially reduce revenue, it is expected to generate a more predictable and recurring revenue stream

over the long term.

Year ended September 30,

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Interactive system

* Cloutea is the revenue generated from our boba tea store

opened in May 2023, in order to further develop our business model.

This is our model store of interactive robot barista by utilizing

our ADAM robot.

the fiscal years ended September 30, 2023 and 2022, our overall robotics revenue was $8,464 thousand and $5,298 thousand, respectively.

The $3,166 thousand increase, or 60%, was brought on by the official launch of our ADAM robot,

the culmination of several enterprise deals, and the generally increased adoption rate among medium to small business.

Cost of Revenue, Net

of revenue, net was $2,744 thousand and $2,098 thousand for the years ended September 30, 2023 and 2022, respectively.

$646 thousand increase, or 31%, was due primarily to the increase of our robotics revenue in 2023.

Gross profit as a percentage

of total revenue was 69% for the year ended September 30, 2023 compared to 65% for the year ended September 30, 2022.

in the gross profit percentage in 2023 was driven primarily by the occurrence and recognition of our robotic service revenue, which has

a higher margin.

Research and Development Expenses

Cloutea is the revenue generated from our boba tea store opened in May, 2023.

We opened this store as a model to further develop the concept of an interactive robot barista utilizing our ADAM robot.

Cloutea has been rebranded “Clouffee and Tea,” which will open in a new location in Las Vegas in January 2025.

In 2024, the Company generated

$4.2 million in total revenue, a decrease from $8.8 million in 2023.

This decrease was primarily driven by a decline in product revenue

within our Robotics category, partially offset by an increase in leasing revenue.

The shift towards service and leasing reflects the ongoing

transition to our Robot-as-a-Service model, which is expected to generate more predictable and recurring revenue streams in the long term.

The following table summarizes the RaaS sales numbers (in thousand):

Current Sales

(RaaS adjusted to sale model)

Product revenue

Service revenue

Leasing revenue

* If the RaaS revenue is treated as product sales, the gross revenue

for fiscal year 2024 would be $10,210.

* This transition aligns with the Company’s long-term growth

strategy, aiming to create a more stable and recurring revenue stream while reducing the upfront financial burden for our customers.

We believe the RaaS model enhances customer retention and positions the Company competitively in an evolving market.

Cost of Revenue

Our gross profit decreased

significantly in 2024, declining by 55% from $6.0 million in 2023 to $2.7 million in 2024, our gross margin remained relatively stable.

Our gross margin was 64% in 2024, compared to 69% in the prior year.

This slight decrease in gross margin is primarily attributed to adjustments

and write-offs related to our inventory.

During the year, we conducted a thorough review of our inventory and identified certain obsolete

and slow-moving items that required adjustments and write-offs.

These adjustments impacted on our cost of goods sold and, consequently,

our gross margin.

We have implemented measures to improve our inventory management practices and minimize the risk of future inventory

obsolescence.

Despite this slight margin compression, we are pleased with the overall stability of our

gross margin, which reflects the inherent profitability of our business model.

We believe that our strategic shift towards an RaaS model,

with its higher-margin recurring revenue streams, will further enhance our profitability in the long term.

Despite the decrease in revenue, our gross profit remained relatively

stable, decreasing from $6.0 million in 2023 to $2.7 million in 2024.

This resulted in a gross margin of 64% in 2024, compared to 69%

in the prior year.

This slight decrease in gross margin is primarily attributed to a shift in our revenue mix.

As we transition towards

a Robot-as-a-Service (RaaS) model, a higher proportion of our revenue is now generated from service and leasing arrangements.

These arrangements

generally have lower gross margins compared to product sales, as they involve ongoing service costs and the amortization of the robot’s

cost over the contract term.

However, we believe this strategic shift towards RaaS will benefit us in the long run by creating more predictable

recurring revenue streams and fostering stronger customer relationships.

Research and Development Expenses

were $1,979 thousand and $1,772 thousand for the years ended September 30, 2023 and 2022, respectively.

The $207 thousand increase, or

12%, from 2022 to 2023 was due primarily to our increased expenditure in developing new products.

Sales and Marketing Expenses

We remain committed to investing

in research and development to drive innovation and maintain our competitive edge.

R&D expenses increased from $1.9 million in 2023

to $2.0 million in 2024 was due primarily to our increased expenditure in developing new products.

Sales and Marketing Expenses

were $238 thousand and $297 thousand for the years ended September 30, 2023 and 2022, respectively.

This reduction of $59, or

20%, in marketing costs was primarily due to better efficiency in our ability to target ideal customers by concentrating marketing efforts

on the highest return on investment (ROI) activities.

In addition, the success of our marketing efforts in 2022 had already put us at

capacity in terms of manufacturing and installations for 2023.

Our sales and marketing expenses

increased significantly, from $238,000 in 2023 to $1.3 million in 2024.

This increase is directly related to our strategic initiatives

to expand our market reach and promote our RaaS (Robot-as-a-Service) offerings.

General and Administrative Expenses

General and administrative

expenses were $3,509 thousand and $2,258 thousand for the years ended September 30, 2023 and 2022, respectively.

thousand increase, or 55%, from 2022 to 2023 was due primarily to an increase in professional service fees related to prepare for the

initial public offering, and an increase in commission expenses caused by the higher sales.

As a newly public company,

we incurred higher general and administrative expenses, which increased from $3.5 million in 2023 to $6.4 million in 2024.

This increase

is primarily due to an increase in professional service fees associated with operating as a public company.

Other Income (Expense)

Total other expense was

$734 thousand and $18 thousand for the years ended September 30, 2023 and 2022, respectively.

The $716 thousand, or

3,978%, net increase in total other expense was primarily due to the interest expense occurred incurred within the twelve months

ended September 30, 2023.

During 2023, we entered into ten short-term loan agreements with different financial entities for the

total principal amount of $1,853.

As of September 30, 2023, the short-term loan balance was $845.

The majority of these loans have

been paid off, and the remaining balance was $55 as of the reporting date.

Our total other expenses

increased in 2024, rising from $734,000 in 2023 to $749,000 in 2024.

This increase is mainly attributed to higher interest expenses incurred

on outstanding debt.

As we scaled our operations and invested in working capital to support our growth, our interest expense increased.

However, we made a strategic decision to prioritize debt reduction and paid off a significant portion of our outstanding loans in the

middle of 2024.

This proactive approach to debt management will reduce our interest burden going forward, improve our overall financial

position, and provide us with greater financial flexibility to pursue future growth opportunities

Income Tax Benefit/(Expense)

There was an income tax benefit

of $106 thousand for the year ended September 30, 2023, and there was an income tax expense of $113 thousand, for the years

ended September 30, 2022.

The $219 thousand difference was primarily due to the loss before income tax generated in 2023.

tax benefit and/or expenses recorded for both of the year ended September 30, 2023 and 2022 differ from the U.S.

federal statutory

tax rate of 21% due primarily to the tax impact of state income taxes, non-deductible officers’ compensation, and transportation

fringe benefits.

We recorded an income tax

expense of $318 thousand in 2024.

This is primarily driven by the removal of deferred tax benefits.

Management determined that it is more

likely than not that the Company will be unable to realize the benefits of these deductible temporary differences in the future.

Liquidity and Capital Resources

We believe that our existing

cash as of the date of this Report will fund our current operating plans through at least the next twelve months from the date of this

Although we have operating cash outflows of $2,909 thousand for the year ended September 30, 2023 and $2,646 thousand for the

year ended September 30, 2022, our working capital is in net asset position with $4,092 thousand as of September 30, 2023 and 2,764 thousand

Our primary sources of liquidity

are cash and cash equivalents, which consist of cash on hand and short-term investments that are readily convertible to cash.

As of September

We launched a new line of robotics products at the end of 2021, which increased our accounts receivable to $5,576

thousand as of September 30, 2023 and $1,656 thousand as of September 30, 2022.

We expect to collect the majority of these cash payments

within the next twelve months from the date of this Report.

In addition, if needed, we expect to finance our future cash needs within

the next twelve months from the date of this Report through founder investment, public or private equity or debt financings, third-party

(including government) funding and marketing and distribution arrangements, as well as other collaborations, strategic alliances and licensing

arrangements, or any combination of these approaches.

We will continue seeking

additional capital to expand our operations, advance our products and scale our sales and marketing

capabilities.

We will continue seeking additional financing sources to meet our working capital requirements, make investment in

research and development and make capital expenditures needed to maintain and expand our business.

If we raise additional funds

through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and

any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock,

including shares of common stock sold in this offering.

30, 2024, our cash and cash equivalents totaled $14.6 million.

This represents a significant increase from $433,000 at the end of the

prior fiscal year.

The substantial increase in our cash position is primarily attributable to the net proceeds of $40.2 million received

from our initial public offering completed in November 2023 and subsequent financing as described in “ITEM 1.

Business – Recent

Developments – Registered Offering.” These proceeds significantly strengthened our balance sheet and provided us with the

financial flexibility to invest in our growth initiatives, including the expanding our R&D team, purchase of property and equipment

to support our expanding operations.

This increase was partially offset by cash used in operating activities, primarily due to our net

loss and investments in working capital.

Comparison of the years ended September 30,

2024 and 2023

The following table summarizes

our cashflow information (in thousands) for the years ended September 30, 2023 and 2022, together with the dollar change in

those items from period to period:

The following table

summarizes our cash flow information (in thousands) for the years ended September 30, 2024 and 2023, together with the dollar change

in those items from period to period:

Year ended September 30,

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Operating Activities

Net cash used in operating

activities for the year ended September 30, 2023 was $2,909 thousand, primarily due to a net loss of $339 thousand and a decrease

of $2,570 thousand in net operating assets and liabilities.

The cash flow impact from changes in net operating assets and liabilities

was primarily driven by increases in accounts receivable of $3,919 thousand, deferred tax asset of $518 thousand and current operating

lease liabilities of $108 thousand, partially offset by decreases in inventory of $551 thousand, right-of-use asset of $67 thousand and

increase in accounts payable and tax payable of $951 thousand and $344 thousand, respectively.

For the increase in accounts receivable of $3,919 thousand, we have collected majority of this amount as of the

cash used in operating activities for the year ended September 30, 2024 was $5,061 thousand, primarily due to a net loss of $8,140 thousand

an increase of $3,079 thousand in net operating assets and liabilities.

The cash flow impact from changes in net operating assets and

liabilities was primarily driven by decrease in accounts receivable of $4,217 thousand, deferred tax asset of $518 thousand and operating

lease liabilities of $404 thousand, partially offset by decreases in accounts payable of $976 thousand, tax payable of $456 thousand,

right-of-use asset of $405 thousand and increase in inventory of $326 thousand respectively.

Net cash used in operating

activities for the year ended September 30, 2022 was $2,646 thousand, primarily due to a net loss of $507 thousand and a decrease

of $2,196 thousand in net operating assets and liabilities, partially offset by a non-cash item of $57 thousand.

The cash flow impact

from changes in net operating assets and liabilities was primarily driven by increases in accounts receivable of $1,612 thousand, inventories

of $389 thousand, Right-of-use asset of $382 thousand and a decrease in accounts payable of $305 thousand, partially offset by increases

in current and non-current operating lease liabilities of $387 thousand and tax payable of $108 thousand.

The non-cash adjustments to

net loss was an increase of $57 thousand of non-controlling interest.

activities for the year ended September 30, 2023 was $2,896 thousand, primarily due to a net loss of $339 thousand and a decrease of $2,557

thousand in net operating assets and liabilities.

The cash flow impact from changes in net operating assets and liabilities was primarily

driven by increases in accounts receivable of $3,919 thousand, deferred tax asset of $518 thousand and current operating lease liabilities

of $108 thousand, partially offset by decreases in inventory of $551 thousand, right-of-use asset of $67 thousand and increase in accounts

payable and tax payable of $951thousand and $344 thousand, respectively.

For the increase in accounts receivable of $3,919 thousand, we

have collected majority of this amount as of the report date.

Investing Activities

Net cash position for investing

activities were $13 thousand and $44 thousand net cash used for investing activities for year ended September 30, 2023 and 2022,

respectively.

These amounts primarily consisted of payments made for purchase of property and equipment, sale of property and equipment,

cash used for lending to related parties, and cash collected from loan to related parties for both years.

Net cash used for investing

activities was $22,731 thousand net cash used for investing activities for year ended September 30, 2024, primarily driven by $15,940

thousand on purchase of short-term investments, $5,470 thousand on purchase of intangible assets, $730 thousand on purchase of long-term

investments and $725 thousand on purchase of equipment.

Net cash used for investing

activities was $26 thousand net cash used for investing activities for year ended September 30, 2023, primarily consisted of cash used

for lending to related parties, and cash collected from loan to related parties

Financing Activities

cash provided by financing activities totaled $3,028 thousand for the year ended September 30, 2023.

We raised $2,230 thousand from

issuance of ordinary shares, received proceeds of $200 thousand from related party debt, and obtained short-term loans with a net balance

of $845 from third parties as of September 30, 2023, offset by $247 thousand payment of related party debt.

Net cash provided by financing

activities totaled $41,925 thousand for the year ended September 30, 2024.

We received $1,500 thousand from stockholder capital injection

and $190 thousand from related party debt.

These sources of cash were offset by $26 thousand of payments for long-term loans.

We received $33,566 thousand from issuance of common stock,

raised approximately $9,286 thousand from issuance of ordinary shares, received loans with a net balance of $3,102 from third parties,

offset by $238 thousand payment of related party debt.

Net cash provided by financing

activities totaled $3,028 thousand for the year ended September 30, 2023.

We raised $2,230 thousand from issuance of ordinary shares,

received proceeds of $200 thousand from related party debt, and obtained loans with a net balance of $845 from third parties as of September

30, 2023, offset by $247 thousand payment of related party debt.

Contractual Obligations

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Other than as disclosed elsewhere

in this registration statement, particularly with respect to government regulations relating to nicotine and cannabis, we are not aware

of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net revenues,

income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not

necessarily to be indicative of future operating results or financial condition.

in this registration statement, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely

to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that

would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

Seasonality does not materially

21 unchanged sentences

to avail ourselves of this extended transition period.

For as long as we remain an

“emerging growth company” under the recently enacted JOBS Act, we will, among other things:

● be exempt from the provisions of Section 404(b) of

the Sarbanes-Oxley Act, which requires that our independent registered public accounting firm provide an attestation report on the effectiveness

of our internal controls over financial reporting;

● be permitted to omit the detailed compensation discussion

and analysis from proxy statements and reports filed under the Exchange Act and instead provide a reduced level of disclosure concerning

executive compensation;

● be exempt from any rules that may be adopted by the Public

Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial

we are still evaluating the JOBS Act, we currently intend to take advantage of some or all of the reduced regulatory and reporting requirements

that will be available to us so long as we qualify as an “emerging growth company,” including the extension of time to comply

with new or revised financial accounting standards available under Section 102(b) of the JOBS Act.

Among other things, this

means that our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness

of our internal control over financial reporting so long as we qualify as an emerging growth company, which may increase the risk that

weaknesses or deficiencies in our internal control over financial reporting go undetected.

Likewise, so long as we qualify as an emerging

growth company, we may elect not to provide you with certain information, including certain financial information and certain information

regarding compensation of our executive officers, that we would otherwise have been required to provide in filings we make with the SEC,

which may make it more difficult for investors and securities analysts to evaluate our company.

As a result, investor confidence in our

company and the market price of our common stock may be materially and adversely affected.

For as long as we remain

an “emerging growth company” under the recently enacted JOBS Act, we will, among other things:

be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act, which requires that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal controls over financial reporting;

be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act and instead provide a reduced level of disclosure concerning executive compensation;

be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

Although we are still evaluating

the JOBS Act, we currently intend to take advantage of some or all of the reduced regulatory and reporting requirements that will be available

to us so long as we qualify as an “emerging growth company,” including the extension of time to comply with new or revised

financial accounting standards available under Section 102(b) of the JOBS Act.

Among other things, this means that our independent

registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over

financial reporting so long as we qualify as an emerging growth company, which may increase the risk that weaknesses or deficiencies in

our internal control over financial reporting go undetected.

Likewise, so long as we qualify as an emerging growth company, we may elect

not to provide you with certain information, including certain financial information and certain information regarding compensation of

our executive officers, that we would otherwise have been required to provide in filings we make with the SEC, which may make it more

difficult for investors and securities analysts to evaluate our company.

As a result, investor confidence in our company and the market

price of our common stock may be materially and adversely affected.

Quantitative and Qualitative Disclosure About Market Risk

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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/A

Item 7. Management’s Discussion and Analysis