What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-05-06 compared with 2021-11-09 · 71 added, 103 removed, 157 unchanged (53% of the section changed)

10 unchanged sentences

dependence on key stations;

national and local economic conditions;

national and local economic conditions or an economic recission;

market volatility;

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the impact of technological advances;

risks associated with cyber-attacks on our computer systems;

risks associated with cyber-attacks on our computer systems and those of our vendors;

the outcomes of contingencies;

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terrorist attacks;

the effects of the ongoing COVID-19 pandemic;

the war in Ukraine, the effects of the ongoing COVID-19 pandemic, inflation;

increased energy costs;

and risk factors described in our annual report on Form 10-K for the year ended December 31, 2021 or in this Report.

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COVID-19 Impact and Response

During the nine months ended September 30, 2021, the effects of the COVID-19 pandemic and related actions by governments to attempt to contain the spread of the virus have continued to impact our business.

Despite the development of vaccines and more effective treatments for the physical impacts of COVID-19, there are no reliable estimates of how long the COVID-19 pandemic, and its negative effect on our business, will last.

Therefore, the unpredictability of the current economic and public health conditions continues.

However, all of our markets are functioning at effectively full capacity, subject to ongoing health and safety protocols, which vary from state-to-state and we have continued to increase the number of our non-spot events again.

As we exited the third quarter of 2021, we remain optimistic about future advertising revenue.

Additional information regarding all actions taken by the Company since the onset of the pandemic can be found in our audited financial statements and Management Discussion and Analysis contained in our annual report on Form 10-K for the year ended December 31, 2020.

As the circumstances around the COVID-19 pandemic remain fluid, we continue to actively monitor the pandemic’s impact to the Company, including our financial position, liquidity, results of operations and cash flows, while managing our response to the impacts and developments relating to the pandemic through collaboration with employees, customers, government authorities, health officials and other business partners.

Please see Part I, Item 1A, Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for further information regarding the current and potential impact of health epidemics, including the COVID-19 pandemic on the Company.

Financial Condition and Results of Operations

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The majority of our revenue is generated from local advertising, which is sold primarily by each radio market’s sales staff.

For the nine months ended September 30, 2021 and 2020, approximately 89% and 87%, respectively, of our radio stations’ gross revenue was from local advertising.

For the three months ended March 31, 2022 and 2021, approximately 91% and 89%, respectively, of our radio stations’ gross revenue was from local advertising.

To generate national advertising sales, we engage independent advertising sales representative firms that specialize in national sales for each of our broadcast markets.

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Advertising expenditures, our primary source of revenue, generally have been lowest during the winter months, which include the first quarter of each year.

Furthermore, we expect a decrease in political advertising for 2021 due to the decreased number of national, state and local elections in most of our markets as compared to the prior year.

Furthermore, we expect an increase in political advertising for 2022 due to the increased number of national, state and local elections in most of our markets as compared to the prior year.

Our net operating revenue, station operating expense and operating income varies from market to market based upon each market’s rank or size which is based upon population and the available radio advertising revenue in that particular market.

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Our strategy sometimes requires levels of spending commensurate with the revenue levels we plan on achieving in two to five years.

During periods of economic downturns, or when the level of advertising spending is flat or down across the industry, this strategy may result in the appearance that our cost of operations is increasing at a faster rate than our growth in revenues, until such time as we achieve our targeted levels of revenue for the acquired station or group of stations.

periods of economic downturns, or when the level of advertising spending is flat or down across the industry, this strategy may result in the appearance that our cost of operations is increasing at a faster rate than our growth in revenues, until such time as we achieve our targeted levels of revenue for the acquired station or group of stations.

The number of advertisements that can be broadcast without jeopardizing listening levels (and the resulting ratings) is limited in part by the format of a particular radio station.

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We continue to create opportunities through targeted digital advertising and an array of digital services that include online promotions, mobile messaging, and email marketing.

During the nine months ended September 30, 2021 and 2020 and the years ended December 31, 2020 and 2019, our Charleston, South Carolina;

Columbus, Ohio;

During the three months ended March 31, 2022 and 2021 and the years ended December 31, 2021 and 2020, our Columbus, Ohio;

Des Moines, Iowa;

Milwaukee, Wisconsin and Norfolk, Virginia markets, when combined, represented approximately 39%, 38%, 39% and 39%, respectively, of our consolidated net operating revenue.

Milwaukee, Wisconsin, Norfolk;

Virginia and Portland, Maine markets, when combined, represented approximately 39%, 39%, 39% and 40%, respectively, of our consolidated net operating revenue.

An adverse change in any of these radio markets or our relative market position in those markets could have a significant impact on our operating results as a whole.

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Net Operating Revenue

the Nine Months Ended

the Three Months Ended

for the Years Ended

September 30,

Charleston, South Carolina

Columbus, Ohio

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Norfolk, Virginia

During the nine months ended September 30, 2021 and 2020 and the years ended December 31, 2020 and 2019, the radio stations in our five largest markets, when combined, represented approximately 39%, 52%, 49% and 43%, respectively, of our consolidated station operating income.

We note that the percentage of consolidated station operating income at September 30, 2020 and December 31, 2020 is higher than what would normally be expected due to the impact of the COVID-19 pandemic on our markets.

If the pandemic is resolved, we would anticipate results for each market to be back to normalized amounts in future years.

Portland, Maine

During the three months ended March 31, 2022 and 2021 and the years ended December 31, 2021 and 2020, the radio stations in our five largest markets, when combined, represented approximately 44%, 41%, 43% and 52%, respectively, of our consolidated station operating income.

We note that the percentage of consolidated station operating income at December 31, 2020 is higher than what would normally be expected due to the impact of the COVID-19 pandemic on our markets.

The following table describes the percentage of our consolidated station operating income represented by each of these markets:

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Station Operating Income(*)

for the Nine Months Ended

for the Three Months Ended

for the Years Ended

September 30,

Charleston, South Carolina

Columbus, Ohio

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Norfolk, Virginia

Portland, Maine

Operating income adjusted for corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, and impairment of intangible assets.

Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Results of Operations

The following table summarizes our results of operations for the three months ended September 30, 2021 and 2020.

The following table summarizes our results of operations for the three months ended March 31, 2022 and 2021.

Consolidated Results of Operations

Three Months Ended

September 30,

(In thousands, except percentages and per share information)

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Other operating (income) expense, net

Impairment of broadcast licenses

Operating income (loss)

Interest expense

Interest income

Income (loss) before income tax expense (benefit)

Income tax expense (benefit)

Net income (loss)

Earnings (loss) per share (diluted)

N/M = Not Meaningful

For the three months ended September 30, 2021, consolidated net operating revenue was $28,845,000 compared with $24,143,000 for the three months ended September 30, 2020, an increase of $4,702,000 or 19.5%.

The increase in revenue in the third quarter of 2021 was attributable to lower-than-normal revenue in 2020 due to the COVID-19 pandemic.

We had increases in gross local revenue of $3,945,000, gross interactive revenue of $1,139,000, non-spot gross revenue of $709,000, gross barter revenue of $205,000 and gross national revenue of $178,000, partially offset by a decrease in gross political revenue of $1,532,000, from the third quarter of 2020.

The increases in gross local revenue and agency commissions occurred in the majority of our markets as a result of the impact of the COVID-19 pandemic and the disruption to our advertisers’ businesses in 2020, in contrast with the economic recovery that has begun to take place in 2021.

The increase in gross interactive revenue is primarily due to an increase in our streaming and website content revenue.

The increase in non-spot gross revenue is primarily due to us starting to host events again in 2021, whereas the number of events that were being held in 2020 due to the COVID-19 pandemic was relatively very few.

The decrease in gross political revenue was attributable to fewer national, local and state elections in 2021 versus 2020 in the majority of our markets.

Station operating expense was $21,690,000 for the three months ended September 30, 2021, compared with $19,616,000 for the three months ended September 30, 2020, an increase of $2,074,000 or 10.6%.

The increase in operating expense was primarily a result of increases in sales rating survey expenses, commission expense, interactive services expenses, barter expenses, healthcare costs, bad debt expenses, and music licensing fees, of $511,000, $470,000, $328,000, $304,000, $232,000, $186,000 and $145,000, respectively, from the third quarter of 2020.

We had operating income for the three months ended September 30, 2021 of $4,619,000 compared to $247,000 for the three months ended September 30, 2020, an increase of $4,372,000.

The increase was a result of the increase in net operating revenue partially offset by the increase in station operating expense, noted above, a non-cash impairment charge related to our broadcast licenses in the third quarter of 2020 of $1,392,000, a decrease in corporate general and administrative expenses of $300,000 and an increase in other operating income of $52,000.

The decrease in corporate general and administrative expenses was primarily attributable to a decrease in non-cash compensation expenses of $270,000, from third quarter of 2020.

In the third quarter of 2021 we recorded a gain on the sale of fixed assets of $2,000 compared to a loss on the sale of fixed assets of $50,000 in the third quarter of 2020 in other operating (income) expense.

We generated net income of $3,454,000 ($0.58 per share on a fully diluted basis) during the three months ended September 30, 2021, compared to a net loss of $950,000 ($0.16 per share on a fully diluted basis) for the three months ended September 30, 2020, an increase of $4,404,000.

The increase in net income is primarily due to the increase in operating income, described above and an increase in other income of $279,000 and an increase in income tax expense of $245,000.

The increase in other income is related to a gain on insurance proceeds as described in footnote 13 other income.

The increase in our income tax expense is due to the increase in income before income tax.

Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020

Results of Operations

The following table summarizes our results of operations for the nine months ended September 30, 2021 and 2020.

Consolidated Results of Operations

Nine Months Ended

September 30,

(In thousands, except percentages and per share information)

Net operating revenue

Station operating expenses

Corporate general and administrative

Other operating (income) expense, net

Impairment of broadcast licenses

Operating income (loss)

Operating income

Interest expense

Interest income

Income (loss) before income tax expense (benefit)

Income tax expense (benefit)

Net income (loss)

Earnings (loss) per share (diluted)

Income before income tax expense

Income tax expense

Earnings per share (diluted)

N/M = Not Meaningful

For the nine months ended September 30, 2021, consolidated net operating revenue was $79,192,000 compared with $67,060,000 for the nine months ended September 30, 2020, an increase of $12,132,000 or 18.1%.

The increase in revenue was attributable to lower-than-normal revenue in 2020 due to the COVID-19 pandemic.

We had increases in gross local revenue of $9,774,000, gross interactive revenue of $2,206,000, gross national revenue of $1,391,000, and non-spot gross revenue of $1,088,000 partially offset by a decrease in gross political revenue of $2,206,000, for the comparable period of 2020.

The increase in gross local and national revenue occurred in the majority of our markets.

For the three months ended March 31, 2022, consolidated net operating revenue was $24,967,000 compared with $22,301,000 for the three months ended March 31, 2021, an increase of $2,666,000 or 12.0%.

The increase in revenue in the first quarter of 2022 was attributable to lower-than-normal revenue in in the first quarter of 2021 due to the COVID-19 pandemic.

We had increases in gross local revenue of $1,837,000, gross interactive revenue of $752,000, non-spot gross revenue of $340,000, partially offset by a decrease in gross national revenue of $178,000 and an increase in agency commissions of $79,000, from the first quarter of 2021.

The increases in gross local revenue and agency commissions occurred in the majority of our markets, with the most significant increases being at our Charleston, South Carolina;

Columbus, Ohio;

Ithaca, New York;

Manchester, New Hampshire;

and Milwaukee, Wisconsin markets.

The increase in gross interactive revenue is primarily due to an increase in our streaming and website content revenue.

The decrease in gross political revenue was attributable to less national, local and state elections in 2021 versus 2020.

Station operating expense was $61,630,000 for the nine months ended September 30, 2021, compared with $60,467,000 for the nine months ended September 30, 2020, an increase of $1,163,000 or 1.9%.

The increase in operating expense was primarily the result of increases in sales survey expenses, and commission expenses, of $1,279,000, and $1,179,000, respectively, partially offset by a decrease in compensation related expense of $1,398,000 for the comparable period of 2020.

We had operating income for the nine months ended September 30, 2021 of $10,117,000 compared to an operating loss of $6,245,000 for the nine months ended September 30, 2020, an increase of $16,362,000.

The increase was a result of the increase in net operating revenue and partially offset by an increase in station operating expense, noted above, and a non-cash impairment charge related to our broadcast licenses of $5,149,000 in 2020, a decrease in corporate general and administrative expenses of $1,453,000 offset by a decrease in other operating income of $1,209,000.

The decrease in corporate general and administrative expenses was primarily attributable to decreases in non-cash compensation expenses of $751,000, legal expenses of $240,000, contribution expenses of $158,000, compensation-related expenses of $77,000 and overall expense reductions of $230,000, respectively, from the comparable period of 2020.

In the first quarter of 2020, we recorded the gain on the sale of a tower and a building on one of our tower sites in our Bellingham, Washington market of $1,400,000 in other operating (income) expenses.

We generated net income of $7,465,000 ($1.25 per share on a fully diluted basis) during the nine months ended September 30, 2021, compared to a net loss of $4,181,000 ($0.70 per share on a fully diluted basis) for the nine months ended September 30, 2020, an increase of $11,646,000.

The increase in net income is primarily due to the increase in operating income, described above, an increase in other income of $369,000 partially offset by an increase in income tax expense of $5,005,000.

The increase in other income is related to a gain on insurance proceeds as described in footnote 13 other income.

The increase in non-spot gross revenue is primarily due to us hosting events again in 2022, whereas the number of events that were held in the first quarter of 2021 due to the COVID-19 pandemic was relatively very few.

The two markets with the most significant increases in the first quarter in non-spot events were Hilton Head, South Carolina and Yankton, South Dakota.

The decrease in gross national revenue was attributable to decreases at the majority of markets due to the focus on local market advertisers offset by increases at our Columbus, Ohio;

Manchester, New Hampshire;

and Milwaukee, Wisconsin markets.

Station operating expense was $20,568,000 for the three months ended March 31, 2022, compared with $18,923,000 for the three months ended March 31, 2021, an increase of $1,645,000 or 8.7%.

The increase in operating expense was primarily a result of increases in sales rating survey expenses, commission expense, healthcare costs, compensation-related expenses, interactive services expenses, barter expenses, music licensing fees and bad debt expenses, of $515,000, $255,000, $168,000, $155,000, $134,000, $133,000, $98,000 and $97,000, respectively, from the first quarter of 2021.

We had operating income for the three months ended March 31, 2022 of $1,710,000 compared to $883,000 for the three months ended March 31, 2021, an increase of $827,000.

The increase was a result of the increase in net operating revenue partially offset by the increase in station operating expense, noted above, an increase in corporate general and administrative expenses of $256,000, and a decrease in other operating (income) expense, net of $62,000.

The increase in corporate general and administrative expenses was primarily attributable to an increase in travel related expenses, insurance expenses and legal related expenses of $113,000, $100,000 and $61,000, respectively, from first quarter of 2021.

In the first quarter of 2022 we recorded a gain on the sale of fixed assets of $5,000 compared to a loss on the sale of fixed assets of $57,000 in the first quarter of 2021 in other operating (income) expense, net.

We generated net income of $1,204,000 ($0.20 per share on a fully diluted basis) during the three months ended March 31, 2022, compared to $758,000 ($0.13 per share on a fully diluted basis) for the three months ended March 31, 2021, an increase of $446,000.

The increase in net income is primarily due to the increase in operating income, described above and a decrease in interest expense of $41,000, partially offset by a decrease in other income of $270,000 and an increase in income tax expense of $150,000.

The decrease in interest expense is due to no longer having any debt outstanding, after paying off the remaining balance in the fourth quarter of 2021.

The decrease in other income is due to minimal income in 2022 versus a gain on insurance proceeds in the first quarter of 2021, as described in footnote 13 (Other Income).

The increase in our income tax expense is due to the increase in income before income tax.

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Morgan Securities LLC (collectively, the “Lenders”) pursuant to a credit agreement of even date (the “Credit Agreement”).

The Credit Facility consists of a $100 million five-year revolving facility (the “Revolving Credit Facility”) and originally matured on August 18, 2020.

The Credit Facility consisted of a $100 million five-year revolving facility (the “Revolving Credit Facility”) and originally matured on August 18, 2020.

On June 27, 2018, the Company entered into a Second Amendment to its Credit Facility, (the “Second Amendment”), which had first been amended on September 1, 2017, extending the revolving credit maturity date under the Credit Agreement for five years after the date of the amendment to June 27, 2023.

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On May 11, 2020, as part of our reincorporation as a Florida corporation, we entered into an assumption agreement and amendment of loan documents.

This amendment also included an alternative benchmark rate as a replacement to LIBOR in the event LIBOR is no longer available..

On November 2, 2021, we elected to further reduce our Revolving Credit Facility to $50 million.

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The cumulative transaction fees are being amortized over the remaining life of the Credit Facility.

Interest rates under the Credit Facility are payable, at our option, at alternatives equal to LIBOR (0.1250% at September 30, 2021), plus 1% to 2% or the base rate plus 0% to 1%.

Interest rates under the Credit Facility are payable, at our option, at alternatives equal to LIBOR (0.3320% at March 31, 2022), plus 1% to 2% or the base rate plus 0% to 1%.

The spread over LIBOR and the base rate vary from time to time, depending upon our financial leverage.

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We also pay quarterly commitment fees of 0.2% to 0.3% per annum on the unused portion of the Revolving Credit Facility.

The Credit Facility contains a number of financial covenants (all of which we were in compliance with at September 30, 2021) which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances.

On October 27, 2021, we used $10 million from funds generated by operations to voluntarily pay down the remaining amount on our Revolving Credit Facility, which was presented in the current portion of long-term debt on our balance sheet at September 30, 2021.

We had approximately $60 million of unused borrowing capacity under the Revolving Credit Facility at September 30, 2021.

The Credit Facility contains a number of financial covenants (all of which we were in compliance with at March 31, 2022) which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances.

On October 27, 2021, we used $10 million from funds generated by operations to voluntarily pay down the remaining amount on our Revolving Credit Facility.

We had approximately $50 million of unused borrowing capacity under the Revolving Credit Facility at March 31, 2022.

Sources and Uses of Cash

During the nine months ended September 30, 2021 and 2020, we had net cash flows from operating activities of $13,905,000 and $8,206,000, respectively.

We believe that cash flow from operations will be sufficient to meet quarterly debt service requirements for payments of interest and principal under our Credit Facility.

During the three months ended March 31, 2022 and 2021, we had net cash flows from operating activities of $5,296,000 and $5,352,000, respectively.

We believe that cash flow from operations will be sufficient to meet quarterly debt service requirements for payments of interest and principal under our Credit Facility if we borrow in the future.

However, if such cash flow is not sufficient we may be required to sell additional equity securities, refinance our obligations or dispose of one or more of our properties in order to make such scheduled payments.

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In March 2013, our board of directors authorized an increase to our Stock Buy-Back Program (the “Buy-Back Program”) to allow us to purchase up to $75.8 million of our Class A Common Stock.

From its inception in 1998 through September 30, 2021, we have repurchased 2.2 million shares of our Class A Common Stock for $57 million.

During the three and six months ended September 30, 2021, we did not repurchase any shares related to the Buy-Back Program.

From its inception in 1998 through March 31, 2022, we have repurchased 2.2 million shares of our Class A Common Stock for $57.4 million.

During the three months ended March 31, 2022, we did not repurchase any shares related to the Buy-Back Program.

Given the unprecedented uncertainty surrounding the COVID-19 virus and the resulting economic issues we have halted the directions for any additional buybacks under our plan.

Our capital expenditures, exclusive of acquisitions, for the nine months ended September 30, 2021 were $2,687,000 ($1,880,000 in 2020).

Our capital expenditures, exclusive of acquisitions, for the three months ended March 31, 2022 were $923,000 ($534,000 in 2021).

We anticipate capital expenditures in 2022 to be approximately $5.5 million to $6.0 million, which we expect to finance through funds generated from operations.

On July 12, 2021, we entered into an agreement to acquire WIZZ-AM and a translator from P.

Radio for $61,800 of which $5,000 was paid in 2021 and the remaining was paid on April 6, 2022 when we closed on the transaction.

Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Greenfield, Massachusetts market as well as synergies and growth opportunities expected through the combination with the Company’s existing stations.

The translators are start-up stations and therefore, have no pro forma revenue and expenses.

On January 8, 2021, the Company closed on an agreement to purchase WBQL and W288DQ from Consolidated Media, LLC, for an aggregate purchase price of $175,000, of which $25,000 was paid in 2020 and the remaining $150,000 paid in 2021.

Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Clarksville, Tennessee market as well as synergies and growth opportunities expected through the combination with the Company’s existing stations.

On January 2, 2020, the Company closed on an agreement to purchase W295BL from Basic Holdings, LLC, for an aggregate purchase price of $200,000, of which $10,000 was paid in 2019 and the remaining $190,000 paid in 2020.

Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Manchester, New Hampshire market as well as synergies and growth opportunities expected through the combination with the Company’s existing stations.

On September 28, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per shares on its Classes A and B Common Stock.

This dividend, totaling approximately $960,000, was paid on October 22, 2021 to shareholders of record on October 8, 2021 and was recorded in dividends payable on the Company’s Condensed Consolidated Balance sheet at September 30, 2021.

On June 18, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per shares on its Classes A and B Common Stock.

On March 1, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per share on its Classes A and B Common Stock.

This dividend, totaling approximately $970,000, was paid on April 8, 2022 to shareholders of record on March 21, 2022 and was recorded in dividends payable on the Company’s Condensed Consolidated Balance sheet at March 31, 2022.

On December 14, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per share and special cash dividend of $0.50 per share on its Classes A and B Common Stock.

This dividend, totaling approximately $3,988,000, was paid on January 14, 2022 to shareholders of record on December 27, 2021.

On September 28, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per share on its Classes A and B Common Stock.

This dividend, totaling approximately $960,000, was paid on October 22, 2021 to shareholders of record on October 8, 2021.

On June 18, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per share on its Classes A and B Common Stock.

This dividend, totaling approximately $960,000, was paid on July 16, 2021 to shareholders of record on June 30, 2021 and was recorded in dividends payable on the Company’s Condensed Consolidated Balance sheet at June 30, 2021.

The Company had previously temporarily suspended the quarterly cash dividend in response to the uncertainty of the ongoing impact of COVID-19 as of June 18, 2020.

On March 4, 2020, the Company’s Board of Directors declared a quarterly cash dividend of $0.32 per share on its Classes A and B Common Stock.

This dividend, totaling approximately $1.9 million, was paid on April 10, 2020 to shareholders of record on March 16, 2020 and was recorded in dividends payable on the Company’s Condensed Consolidated Balance sheet at March 31, 2020.

We continue to actively seek and explore opportunities for expansion through the acquisitions of additional broadcast properties.

We anticipate that any future acquisitions of radio and television stations and dividend payments will be financed through funds generated from operations, borrowings under the Credit Agreement, additional debt or equity financing, cash on hand, or a combination thereof.

We anticipate that any future acquisitions of radio stations and dividend payments will be financed through funds generated from operations, borrowings under the Credit Agreement, additional debt or equity financing, cash on hand, or a combination thereof.

However, there can be no assurances that any such financing will be available on acceptable terms, if at all.

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The impact of inflation on our operations has not been significant to date.

We are, however, starting to see the effects of higher inflation starting to impact costs of most goods and services.

There can be no assurance that a high rate of inflation in the future would not have an adverse effect on our operations.

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 2. Management’s Discussion and Analysis