What changed in this filing

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Item 1. Financial Statements

2023-05-04 compared with 2022-11-03 · 104 added, 163 removed, 224 unchanged (54% of the section changed)

3 unchanged sentences

(in millions, except number of shares which are reflected in thousands and par value)

September 30,

Current assets:

Cash and cash equivalents

Accounts receivable, less allowance for credit losses of $ 29.4 at September 30, 2022 and $ 26.7 at December 31, 2021

Accounts receivable, less allowance for credit losses of $ 28.7 at March 31, 2023 and $ 26.1 at December 31, 2022

Prepaid expenses and other current assets

12 unchanged sentences

Accrued expenses

Accrued compensation and retirement costs

Accrued compensation and retirement benefits

Accrued insurance costs

5 unchanged sentences

Operating lease liabilities

Deferred compensation and retirement costs

Long-term retirement benefits

Other long-term liabilities

5 unchanged sentences

Common stock and additional paid-in capital, $ 0.001 par value and 200,000 shares authorized

Issued and outstanding shares— 59,022 at September 30, 2022 and 61,806 at December 31, 2021

Issued and outstanding shares— 58,840 at March 31, 2023 and 58,787 at December 31, 2022

Retained earnings

8 unchanged sentences

(in millions, except number of shares which are reflected in thousands and per share amounts)

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

Costs and expenses:

5 unchanged sentences

Interest expense

Other expense (income), net

Other (income) expense, net

Income before income taxes

8 unchanged sentences

(in millions)

Three Months Ended

Nine Months Ended

September 30,

Other comprehensive (loss) income:

Foreign currency translation loss

Three Months Ended March 31,

Other comprehensive income (loss):

Foreign currency translation gain

Postretirement benefit plan adjustments, net of tax

Total other comprehensive loss

Total other comprehensive (loss) income

Comprehensive income

5 unchanged sentences

(in millions, except per share amounts)

Three Months Ended

Nine Months Ended

September 30,

Total equity, beginning balance

Three Months Ended March 31,

Total equity, beginning balances

Common stock and additional paid-in capital:

Beginning balance

Beginning balances

Stock-based compensation

Common stock withheld related to net share settlements

Taxes paid related to net share settlement of restricted stock units

Repurchase of common shares

Ending balance

Ending balances

Retained earnings:

Beginning balance

Beginning balances

Net income attributable to Reliance

1 unchanged sentence

Repurchase of common shares

Ending balance

Ending balances

Accumulated other comprehensive loss:

Beginning balance

Other comprehensive loss

Ending balance

Total Reliance stockholders' equity, ending balance

Beginning balances

Other comprehensive (loss) income

Ending balances

Total Reliance stockholders' equity, ending balances

Noncontrolling interests:

Beginning balance

Beginning balances

Comprehensive income

Capital contribution

Dividends paid

Ending balance

Total equity, ending balance

Dividends declared per share

Ending balances

Total equity, ending balances

Cash dividends declared per common share

See accompanying notes to unaudited consolidated financial statements.

2 unchanged sentences

(in millions)

Nine Months Ended

September 30,

Three Months Ended March 31,

Operating activities:

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

Depreciation and amortization

Provision for credit losses

Deferred income tax benefit

Depreciation and amortization expense

Stock-based compensation expense

Net loss on life insurance policies and deferred compensation plan assets

Postretirement benefit plan settlement expense

Changes in operating assets and liabilities (excluding effect of businesses acquired):

6 unchanged sentences

Proceeds from sales of property, plant and equipment

Deferred compensation plan contributions, net

Net cash used in investing activities

Financing activities:

Net short-term debt repayments

Principal payments on long-term debt

Dividends and dividend equivalents paid

Principal payment on long-term debt

Cash dividends and dividend equivalents

Share repurchases

Payments for taxes related to net share settlements

Taxes paid related to net share settlement of restricted stock units

Net cash used in financing activities

Effect of exchange rate changes on cash and cash equivalents

Increase (decrease) in cash and cash equivalents

(Decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of period

Cash and cash equivalents at end of the period

Supplemental cash flow information:

4 unchanged sentences

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

March 31, 2023

Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S.

The accompanying unaudited consolidated financial statements include the accounts of Reliance Steel & Aluminum Co.

and its subsidiaries (collectively “Reliance”, the “Company”, “we”, “our” or “us”).

These financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

2 unchanged sentences

GAAP for complete financial statements.

In the opinion of management, our financial statements reflect all material adjustments, which are of a normal recurring nature, necessary for presentation of financial statements for interim periods in accordance with U.S.

The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results for the full year ending December 31, 2022.

These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto for the year ended December 31, 2021, included in the Reliance Steel & Aluminum Co.

(“Reliance,” the “Company,” “we,” “our” or “us”) Annual Report on Form 10-K.

In the opinion of management, the consolidated financial statements reflect all material adjustments, which are of a normal recurring nature, necessary for presentation of financial statements for interim periods in accordance with U.S.

Interim results are not necessarily indicative of the results for a full year.

All significant intercompany accounts and transactions have been eliminated.

The ownership of the other interest holders of consolidated subsidiaries is reflected as noncontrolling interests.

Investments in unconsolidated subsidiaries are recorded under the equity method of accounting.

These consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and accompanying notes included in Reliance’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

The preparation of financial statements in conformity with U.S.

2 unchanged sentences

Actual results could differ from those estimates.

Our consolidated financial statements include the assets, liabilities and operating results of majority-owned subsidiaries.

All significant intercompany accounts and transactions have been eliminated.

The ownership of the other interest holders of consolidated subsidiaries is reflected as noncontrolling interests.

Our investments in unconsolidated subsidiaries are recorded under the equity method of accounting.

The majority of our inventory is valued using the last-in, first-out (“LIFO”) method, which is not in excess of market.

Under this method, older costs are included in inventory, which may be higher or lower than current costs.

We estimate the effect of LIFO on interim periods by allocating the projected year-end LIFO calculation to interim periods on a pro rata basis.

Recently Issued Accounting Standards—Not Yet Adopted

Reference Rate Reform —In March 2020, the FASB issued accounting changes that provide optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform.

The accounting changes may be applied prospectively through December 31, 2022.

To the extent that, prior to December 31, 2022, we enter into any contract modifications for which the optional expedients are applied, the adoption of this standard is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

2021 Acquisitions

In the fourth quarter of 2021, we acquired each of Merfish United, Inc., Admiral Metals Servicenter Company, Incorporated, Nu-Tech Precision Metals Inc.

and Rotax Metals Inc.

with cash on hand.

Included in our net sales for the nine months ended September 30, 2022 were combined net sales of $ 681.7 million from our 2021 acquisitions.

The preliminary allocations of the total purchase for our 2021 acquisitions to the fair values of the assets acquired and liabilities assumed were as follows:

(in millions)

Accounts receivable

Property, plant and equipment

Operating lease right-of-use assets

Intangible assets subject to amortization

Intangible assets not subject to amortization

Other current and long-term assets

Total assets acquired

Deferred taxes

Operating lease liabilities

Other current and long-term liabilities

Total liabilities assumed

Net assets acquired

The completion of the purchase price allocations for our 2021 acquisitions are pending the completion of pre-acquisition period tax returns.

Pro forma financial information for all acquisitions

The pro forma summary financial results present the consolidated results of operations as if our 2021 acquisitions had occurred as of January 1, 2021, after the effect of certain adjustments, including depreciation and amortization of certain identifiable property, plant and equipment and intangible assets, and lease cost fair value adjustments.

The pro forma results have been presented for comparative purposes only and are not indicative of what would have occurred had the 2021 acquisitions been made as of January 1, 2021, or of any potential results which may occur in the future.

Three Months Ended

Nine Months Ended

September 30, 2021

(in millions, except per share amounts)

Net income attributable to Reliance

Earnings per share attributable to Reliance stockholders:

The following table presents our net sales disaggregated by product and service:

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

(in millions)

6 unchanged sentences

Balance at January 1, 2023

Purchase price allocation adjustments

Foreign currency translation loss

Balance at September 30, 2022

We had no accumulated impairment losses related to goodwill at September 30, 2022 and December 31, 2021.

Effect of foreign currency translation

Balance at March 31, 2023

We had no accumulated impairment losses related to goodwill at March 31, 2023 and December 31, 2022.

Intangible Assets, net

Intangible assets, net consisted of the following:

September 30, 2022

March 31, 2023

December 31, 2022

6 unchanged sentences

Intangible assets not subject to amortization:

Certain prior year amounts have been reclassified for consistency with the current period presentation.

Amortization expense for intangible assets was $ 36.3 million and $ 27.5 million for the nine months ended September 30, 2022 and 2021, respectively.

Foreign currency translation losses related to intangible assets, net were $ 5.0 million and $ 0.1 million for the nine months ended September 30, 2022 and 2021, respectively.

During the first quarter of 2022, we recorded purchase price adjustments relating to our 2021 acquisitions based on the finalization of intangible asset valuations that decreased trade name intangible assets by $ 16.9 million, increased the

Backlog of orders intangible asset by $ 8.0 million and increased Customer lists/relationships intangible assets by $ 2.7 million.

The following is a summary of estimated future amortization expense for the remaining three months of 2022 and each of the succeeding five years:

Amortization expense for intangible assets was $ 11.8 million and $ 12.2 million for the first quarters of 2023 and 2022, respectively.

Foreign currency translation gains related to intangible assets, net were $ 0.2 million and $ 0.4 million for the first quarters of 2023 and 2022, respectively.

The following is a summary of estimated future amortization expense:

(in millions)

2022 (remaining three months)

2023 (remaining nine months)

Debt consisted of the following:

September 30,

(in millions)

Unsecured revolving credit facility maturing September 3, 2025

Senior unsecured notes, interest payable semi-annually at 4.50 %, effective rate of 4.63 %, maturing April 15, 2023

Senior unsecured notes, interest payable semi-annually at 4.50 %, effective rate of 4.63 %, redeemed on January 15, 2023

Senior unsecured notes, interest payable semi-annually at 1.30 %, effective rate of 1.53 %, maturing August 15, 2025

5 unchanged sentences

Total long-term debt

The weighted average interest rate on the Company’s outstanding borrowings as of September 30, 2022 and December 31, 2021 was 3.81 % and 3.83 %, respectively.

The weighted average interest rate on the Company’s outstanding borrowings as of March 31, 2023 and December 31, 2022 was 2.89 % and 3.37 %, respectively.

Unsecured Credit Facility

On September 3, 2020, we entered into a $ 1.5 billion unsecured five-year Amended and Restated Credit Agreement (“Credit Agreement”) that amended and restated our then-existing $ 1.5 billion unsecured revolving credit facility and includes a $ 150.0 million letter of credit sublimit.

As of September 30, 2022, borrowings under the Credit Agreement were available at variable rates based on LIBOR plus 1.00 % or the bank prime rate and we currently pay a commitment fee at an annual rate of 0.175 % on the unused portion of the revolving credit facility.

The applicable margins over LIBOR and base rate borrowings, along with commitment fees, are subject to adjustment every quarter based on our total net leverage ratio, as defined in the Credit Agreement.

On September 3, 2020, we entered into a $ 1.5 billion unsecured five-year Amended and Restated Credit Agreement that amended and restated our then-existing $ 1.5 billion unsecured revolving credit facility.

On January 12, 2023, the agreement was further amended to change the reference rate from LIBOR to SOFR (as amended, the “Credit Agreement”).

As of March 31, 2023, borrowings under the Credit Agreement were available at variable rates based on SOFR plus 1.10 % or the bank prime rate and we currently pay a commitment fee at an annual rate of 0.175 % on the unused portion of the revolving credit facility.

The applicable margins over SOFR and base rate borrowings, along with commitment fees, are subject to adjustment every quarter based on our leverage ratio, as defined in the Credit Agreement.

All borrowings under the Credit Agreement may be prepaid without penalty .

Our Credit Agreement includes provisions to change the reference rate to the then-prevailing market convention for similar agreements if a replacement rate for LIBOR is necessary during its term.

As of September 30, 2022 and December 31, 2021, we had no outstanding borrowings on the revolving credit facility.

As of September 30, 2022 and December 31, 2021, we had $ 8.3 million and $ 8.9 million, respectively, of letters of credit outstanding under the revolving credit facility.

As of March 31, 2023 and December 31, 2022, we had no outstanding borrowings on the revolving credit facility.

As of March 31, 2023 and December 31, 2022, we had $ 7.7 million of letters of credit outstanding under the revolving credit facility.

Senior Unsecured Notes

Under the indentures for each series of our senior notes (“Indentures”), the notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations.

If we experience a change in control accompanied by a downgrade in our credit rating, we will be required to make an offer to repurchase each series of the notes at a price equal to 101 % of their principal amount plus accrued and unpaid interest.

On January 15, 2023, we redeemed in full the $ 500.0 million aggregate outstanding principal amount of our 4.50 % senior notes due April 15, 2023 using cash on hand.

Under the indentures for each series of our senior notes (the “indentures”), the notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations.

Other Notes, Revolving Credit and Letter of Credit/Letters of Guarantee Facilities

A revolving credit facility with a credit limit of $ 7.7 million is in place for an operation in Asia with an outstanding balance of $ 3.5 million and $ 4.7 million as of September 30, 2022 and December 31, 2021, respectively.

Various industrial revenue bonds had combined outstanding balances of $ 7.7 million as of September 30, 2022 and December 31, 2021 and have maturities through 2027.

A revolving credit facility with a credit limit of $ 7.9 million is in place for an operation in Asia with an outstanding balance of $ 2.2 million as of March 31, 2023 and December 31, 2022.

Various industrial revenue bonds had combined outstanding balances of $ 7.4 million as of March 31, 2023 and December 31, 2022 and have maturities through 2027.

A standby letters of credit/letters of guarantee agreement with one of the lenders under our Credit Agreement provides letters of credit and/or letters of guarantee in an amount not to exceed $ 50.0 million in the aggregate.

As of September 30, 2022, a total of $ 21.7 million of letters of credit/guarantee were outstanding under this facility.

As of March 31, 2023, a total of $ 19.5 million of letters of credit/guarantee were outstanding under this facility.

The Credit Agreement and the indentures include customary representations, warranties, covenants and events of default provisions.

The covenants under the Credit Agreement include, among other things, two financial maintenance covenants that require us to comply with a minimum interest coverage ratio and a maximum leverage ratio.

We were in compliance with all financial maintenance covenants in our Credit Agreement at September 30, 2022.

We were in compliance with all financial maintenance covenants in our Credit Agreement at March 31, 2023.

Our metals service center leases are comprised of processing and distribution facilities, equipment, trucks and trailers, ground leases and other leased spaces, such as depots, sales offices, storage and data centers.

4 unchanged sentences

The following is a summary of our lease cost:

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

(in millions)

1 unchanged sentence

Supplemental cash flow and balance sheet information is presented below:

Nine Months Ended

September 30,

Three Months Ended March 31,

(in millions)

2 unchanged sentences

Right-of-use assets obtained in exchange for operating lease obligations

September 30,

Other lease information:

1 unchanged sentence

Weighted average discount rate—operating leases

Maturities of operating lease liabilities as of September 30, 2022 are as follows:

Maturities of operating lease liabilities as of March 31, 2023 are as follows:

(in millions)

2022 (remaining three months)

2023 (remaining nine months)

Total operating lease payments

1 unchanged sentence

Total operating lease liabilities

Our effective income tax rate for each of the third quarter and nine months ended September 30, 2022 was 24.7 %, compared to 25.5 % in the same 2021 periods.

Our effective income tax rates for the first quarters of 2023 and 2022 were 24.4 % and 24.8 %, respectively.

The differences between our effective income tax rates and the U.S.

federal statutory rate of 21.0 % were mainly due to state income taxes, partially offset by the effects of company-owned life insurance policies.

On October 25, 2022, our Board of Directors declared the 2022 fourth quarter cash dividend of $ 0.875 per share of common stock, payable on December 2, 2022 to stockholders of record as of November 18, 2022.

During the third quarters of 2022 and 2021, we declared and paid quarterly dividends of $ 0.875 and $ 0.6875 per share, or $ 52.5 million and $ 43.6 million in total, respectively.

During the nine months ended September 30, 2022 and 2021, we declared and paid aggregate quarterly dividends of $ 2.625 and $ 2.0625 per share, or $ 160.6 million and $ 131.2 million in total, respectively.

In addition, we paid $ 2.9 million and $ 1.1 million in dividend equivalents with respect to vested restricted stock units during the nine months ended September 30, 2022 and 2021, respectively.

federal statutory rate of 21.0 % were mainly due to state income taxes and higher foreign income tax rates, partially offset by the effects of company-owned life insurance policies.

On April 25, 2023, our Board of Directors declared the 2023 second quarter cash dividend of $ 1.00 per share of common stock, payable on June 9, 2023 to stockholders of record as of May 26, 2023.

During the first quarters of 2023 and 2022, we declared and paid quarterly dividends of $ 1.00 and $ 0.875 per share, or $ 59.0 million and $ 54.2 million in total, respectively.

In addition, we paid $ 3.0 million and $ 2.5 million in dividend equivalents with respect to vested restricted stock units during the first quarters of 2023 and 2022, respectively.

Stock-Based Compensation

We make annual grants of long-term incentive awards to officers and key employees in the forms of service-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) that have approximately 3 -year vesting periods.

The PSUs include the right to receive a maximum payout of two shares of our common stock based on performance goals tied to achieving a three-year return on assets result and include service criteria.

We also grant the non-

employee members of our Board of Directors stock awards that are fully vested on the grant date.

We make annual grants of long-term incentive awards to officers and key employees under our Second Amended and Restated 2015 Incentive Award Plan in the forms of service-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) that each have approximately 3 -year vesting periods.

The PSUs include the right to receive a maximum payout of two shares of our common stock based on performance goals tied to achieving a 3 -year return on assets result and include service criteria.

We also grant the non-management members of our Board of Directors fully vested stock awards under our Directors Equity Plan .

The fair values of the RSUs, PSUs and stock awards are determined based on the closing stock price of our common stock on the grant date.

In the nine months ended September 30, 2022 and 2021, we made payments of $ 21.6 million and $ 9.2 million, respectively, to tax authorities on our employees’ behalf for shares withheld related to net share settlement of vested RSUs.

A summary of the status of our unvested RSUs and PSUs as of September 30, 2022 and changes during the nine months then ended is as follows:

RSUs and PSUs

(in millions)

In the first quarters of 2023 and 2022, we made payments of $ 37.2 million and $ 17.1 million, respectively, to tax authorities on our employees’ behalf for shares withheld related to net share settlement of vested restricted stock units.

The following is a summary of changes in our unvested RSUs and PSUs during the first quarter of 2023:

Aggregate Units

Unvested at January 1, 2023

Cancelled or forfeited

Unvested at September 30, 2022

Unvested at March 31, 2023

Shares reserved for future grants (all plans)

(1) Comprised of 56,452 RSUs granted in January 2022 with a fair value of $ 152.21 per unit, and 136,346 RSUs and 112,451 PSUs granted in March 2022 with a fair value of $ 195.28 per unit.

The service-based RSUs cliff vest on December 1, 2024 and the performance-based RSUs are subject to a three-year performance period ending December 31, 2024.

(1) Comprised of 109,683 RSUs and 84,129 PSUs granted in February 2023.

The service-based RSUs cliff vest on December 1, 2025 and the performance-based RSUs are subject to a 3 -year performance period ending December 31, 2025.

As of March 31, 2023, there was $ 123.9 million of total unrecognized compensation cost related to unvested RSUs and PSUs in an aggregate amount of 772,952 units that are expected to be settled through the issuance of 993,124 shares of our common stock.

The unrecognized compensation cost is expected to be recognized over a weighted average period of 2.0 years.

Share Repurchases

Our share repurchase activity during the nine months ended September 30, 2022 and 2021 was as follows:

Our share repurchase activity during the first quarters of 2023 and 2022 was as follows:

(in millions)

1 unchanged sentence

First quarter

Second quarter

Third quarter

On July 26, 2022, our Board of Directors amended our share repurchase program to increase the remaining repurchase authorization to $ 1.0 billion.

On July 26, 2022, our Board of Directors amended our share repurchase program to increase the repurchase authorization to $ 1.0 billion.

The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time.

Repurchased and subsequently retired shares are restored to the status of authorized but unissued shares.

At September 30, 2022, $ 763.3 million of our common stock remained authorized for repurchase.

As of March 31, 2023, we had remaining authorization under the program to repurchase $ 641.8 million of our common stock .

We repurchase shares through open market purchases and transactions structured through investment banking institutions under plans relying on Rule 10b5-1 and/or Rule 10b-18 under the Exchange Act.

Accumulated Other Comprehensive Loss

8 unchanged sentences

Current-period change

Balance as of September 30, 2022

Balance as of March 31, 2023

Foreign currency translation adjustments have not been adjusted for income taxes.

Postretirement benefit plan adjustments are net of taxes of $ 3.3 million as of September 30, 2022 and December 31, 2021.

The income tax effects relating to our postretirement benefit plan adjustments are reflected in our income tax provision in future periods as the postretirement benefit plan adjustments are amortized over service periods and reflected in the amortization of net loss component of our net periodic benefit cost or are otherwise released and recognized as a loss as a result of a plan settlement.

Pension and postretirement benefit plan adjustments are amortized over service periods and reflected in the amortization of net loss component of our net

periodic benefit cost or are otherwise recognized as a loss as a result of plan settlements.

Pension and postretirement benefit plan adjustments are net of taxes of $ 1.3 million as of March 31, 2023 and December 31, 2022.

The income tax effects are released from accumulated other comprehensive loss and included in our income tax provision as obligations under our pension and postretirement plans are settled .

Commitments and Contingencies

16 unchanged sentences

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

(in millions, except number of shares which are reflected in thousands and per share amounts)

4 unchanged sentences

Earnings per share attributable to Reliance stockholders:

The computations of earnings per share for the nine months ended September 30, 2022 and 2021 do not include 111,251 and 154,882 weighted average shares, respectively, in respect of RSUs, because their inclusion would have been anti-dilutive.

The computations of earnings per share for the first quarters of 2023 and 2022 do not include 194,304 and 314,042 weighted average shares, respectively, in respect of outstanding RSUs and PSUs, because their inclusion would have been anti-dilutive.

Subsequent Event

On May 1, 2023, we acquired Southern Steel Supply, LLC (“Southern Steel”), a metals service center that offers merchant and structural steel, pipe and tube, steel plate, ornamental products and laser cut and fabricated parts.

Located in Memphis, Tennessee, Southern Steel will operate as a subsidiary of Siskin Steel & Supply Company, Inc., a wholly owned subsidiary of Reliance.

The acquisition was funded with cash on hand.

For the twelve months ended December 31, 2022, annual net sales for Southern Steel were $ 62.9 million.

RELIANCE STEEL & ALUMINUM CO.

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