What changed in this filing

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Item 1. Financial Statements

2022-11-10 compared with 2022-08-11 · 126 added, 71 removed, 500 unchanged (28% of the section changed)

38 unchanged sentences

Preferred stock, $ 0.0001 par value;

100,000,000 shares authorized as of both July 2, 2022 and December 31, 2021;

no shares issued and outstanding as of both July 2, 2022 and December 31, 2021

100,000,000 shares authorized as of both October 1, 2022 and December 31, 2021;

no shares issued and outstanding as of both October 1, 2022 and December 31, 2021

Common stock, $ 0.0001 par value;

900,000,000 shares authorized as of July 2, 2022 and December 31, 2021;

117,547,558 and 119,445,611 shares issued and outstanding , as of July 2, 2022 and December 31, 2021, respectively

900,000,000 shares authorized as of October 1, 2022 and December 31, 2021;

117,121,134 and 119,445,611 shares issued and outstanding , as of October 1, 2022 and December 31, 2021, respectively

Additional paid-in capital

8 unchanged sentences

Fiscal Quarter Ended

Two Fiscal Quarters Ended

Three Fiscal Quarters Ended

October 1, 2022

October 2, 2021

October 1, 2022

October 2, 2021

Cost of sales

18 unchanged sentences

Fiscal Quarter Ended

Two Fiscal Quarters Ended

Three Fiscal Quarters Ended

October 1, 2022

October 2, 2021

October 1, 2022

October 2, 2021

Net income (loss)

Other comprehensive (loss) income, net of tax:

Other comprehensive loss, net of tax:

Foreign currency translation adjustments

Total other comprehensive (loss) income, net of tax

Total other comprehensive loss, net of tax

Comprehensive income (loss)

21 unchanged sentences

Balances at July 3, 2021

Foreign currency translation adjustments

Retirement of restricted stock

Stock-based compensation expense

Balances at October 2, 2021

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

21 unchanged sentences

Balances at July 2, 2022

Foreign currency translation adjustments

Retirement of restricted stock

Stock-based compensation expense

Balances at October 1, 2022

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

2 unchanged sentences

(in thousands)

Two Fiscal Quarters Ended

Three Fiscal Quarters Ended

Cash flows from operating activities:

Net income (loss)

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

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

Depreciation and amortization

Amortization of deferred financing costs and debt discount

Non-cash lease expense

Stock-based compensation expense

2 unchanged sentences

Other non-cash, net

Gain on sale of equity method investment

Earnings from equity method investment

7 unchanged sentences

Other long-term liabilities

Net cash (used in) provided by operating activities

Net cash provided by operating activities

Cash flows from investing activities :

3 unchanged sentences

Return of equity method investment

Proceeds from the sale of equity method investment

Net cash used in investing activities

40 unchanged sentences

The consolidated balance sheet at December 31, 2021 was derived from audited financial statements but does not include all disclosures required by GAAP.

The accompanying unaudited condensed consolidated financial statements as of July 2, 2022 and for the fiscal and two fiscal quarters ended July 2, 2022 and July 3, 2021 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements.

The accompanying unaudited condensed consolidated financial statements as of October 1, 2022 and for the fiscal quarter and three fiscal quarters ended October 1, 2022 and October 2, 2021 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements.

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

1 unchanged sentence

In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of these condensed consolidated financial statements, have been included.

The Company’s results of operations for the fiscal and two fiscal quarters ended July 2, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022.

The Company’s results of operations for the fiscal quarter and three fiscal quarters ended October 1, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022.

Use of Estimates

26 unchanged sentences

In June 2020, the FASB issued additional guidance delaying the effective date for all entities, except for public business entities.

The Company adopted ASU 2016-02 on January 1, 2022 using the modified retrospective approach and elected the package of practical expedients to use in transition, which permitted us not to reassess, under the new standard, our prior conclusions about lease identification and lease classification.

The Company adopted ASU 2016-02 on January 1, 2022 using the modified retrospective approach and elected the package of practical expedients to use in transition, which permitted the Company to not reassess, under the new standard, its prior conclusions about lease identification and lease classification.

The adoption resulted in the addition of $ 33.5 million of operating lease right-of-use assets, and $ 34.0 million of operating lease liabilities, a decrease of $ 0.2 million to deferred rent and a decrease of $ 0.3 million to retained earnings for the cumulative effect of initially applying the new standard.

10 unchanged sentences

ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis.

For public entities that are SEC filers, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.

For all other entities, ASU 2016-13 is effective for

annual periods beginning after December 15, 2022, including interim periods within those fiscal years.

For public entities that are SEC filers, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning

after December 15, 2019, including interim periods within those fiscal years.

For all other entities, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption is permitted.

23 unchanged sentences

The measurement period adjustment resulted in an increase in the total consideration transferred of $ 0.4 million and an increase to goodwill of $ 0.4 million.

The net working capital adjustment was settled during the fiscal quarter ended July 2, 2022.

The net working capital adjustment was paid during the fiscal quarter ended July 2, 2022.

The Company accounted for the Radiant Acquisition using the acquisition method of accounting in accordance with ASC 805.

40 unchanged sentences

market approach, income approach or cost approach.

There were no transfers between fair value measurement levels during the two fiscal quarters ended July 2, 2022 or July 3, 2021.

There were no transfers between fair value measurement levels during the three fiscal quarters ended October 1, 2022 or October 2, 2021.

Assets and liabilities measured at fair value on a nonrecurring basis

7 unchanged sentences

The following table sets forth the carrying amount and fair value of its term loans (in thousands):

October 1, 2022

December 31, 2021

4 unchanged sentences

The fair value is estimated by comparing (i) the present value of all future monthly fixed rate payments versus (ii) the variable payments based on the forward SOFR curve.

As of July 2, 2022 and December 31, 2021, the fair value of the Company’s interest rate swap asset was $ 4.4 million and $ 0.5 million, respectively, which was recorded within other assets on the condensed consolidated balance sheets.

As of October 1, 2022 and December 31, 2021, the fair value of the Company’s interest rate swap asset was $ 4.7 million and $ 0.5 million, respectively, which was recorded within other assets on the condensed consolidated balance sheets.

GOODWILL AND INTANGIBLE ASSETS, NET

The carrying amount of goodwill as of July 2, 2022 and as of December 31, 2021 was $ 128.6 million and $ 128.9 million, respectively.

The change in the carrying value during the two fiscal quarters ended July 2, 2022 was due to an increase of $ 0.4 million as a result of a measurement period adjustment (see Note 3) and fluctuations in foreign currency exchange rates.

The carrying amount of goodwill as of October 1, 2022 and as of December 31, 2021 was $ 128.1 million and $ 128.9 million, respectively.

The change in the carrying value during the three fiscal quarters ended October 1, 2022 was due to an increase of $ 0.4 million as a result of a measurement period adjustment (see Note 3) and fluctuations in foreign currency exchange rates.

Intangible Assets

Intangible assets, net as of July 2, 2022 consisted of the following (in thousands):

Intangible assets, net as of October 1, 2022 consisted of the following (in thousands):

October 1, 2022

Trade names and trademarks

3 unchanged sentences

Non-competition agreements

The Company recognized $ 7.2 million and $ 14.3 million of amortization expense related to intangible assets during the fiscal and two fiscal quarters ended July 2, 2022, respectively.

The Company recognized $ 5.5 million and $ 11.1 million of amortization expense related to intangible assets during the fiscal and two fiscal quarters ended July 3, 2021, respectively.

The Company recognized $ 7.2 million and $ 21.5 million of amortization expense related to intangible assets during the fiscal quarter and three fiscal quarters ended October 1, 2022, respectively.

The Company recognized $ 5.5 million and $ 16.6 million of amortization expense related to intangible assets during the fiscal quarter and three fiscal quarters ended October 2, 2021, respectively.

Intangible assets, net as of December 31, 2021 consisted of the following (in thousands):

11 unchanged sentences

Inventories, net consisted of the following (in thousands):

October 1, 2022

December 31, 2021

3 unchanged sentences

The components of the Company’s outstanding debt obligations consisted of the following (in thousands):

October 1, 2022

December 31, 2021

6 unchanged sentences

Dollar senior secured term loan facility (the “New Term Loan Facility”) in an initial principal amount of $ 325.0 million (the “Refinancing”).

On the closing date, proceeds under the agreement were used to repay $ 294.0 million and terminate the Credit Agreement (as defined below) and for general corporate purposes.

On the closing date, proceeds under the New Credit Agreement were used to repay $ 294.0 million and terminate the Credit Agreement (as defined below) and for general corporate purposes.

New Revolving Credit Facility

13 unchanged sentences

There are also negative covenants, including certain restrictions on the Company’s ability to incur additional indebtedness, create liens, make investments, consolidate or merge with other entities, enter into transactions with affiliates, make prepayments with respect to certain indebtedness and make restricted payments and other distributions.

As of July 2, 2022, there were no outstanding borrowings on the New Revolving Credit Facility.

As of October 1, 2022, there were no outstanding borrowings on the New Revolving Credit Facility.

New Term Loan Facility

2 unchanged sentences

Loans outstanding under the New Term Loan Facility bear interest, at the borrower’s option, at a rate per annum based on Term SOFR (as defined in the New Credit Agreement), plus a margin ranging from 3.75 % to 4.00 %, depending on the First Lien Net Leverage Ratio, or based on the Base Rate (as defined in the Credit Agreement), plus a margin ranging from 2.75 % to 3.00 %, depending on the First Lien Net Leverage Ratio.

Loans under the Term Loan Facility are subject to scheduled quarterly amortization payments equal to 0.25 % of the initial principal amount of the Term Loan Facility.

Loans under the Term Loan Facility are subject to scheduled quarterly amortization payments of $812,500, equal to 0.25 % of the initial principal amount of the Term Loan Facility.

The New Credit Agreement contains customary mandatory prepayment provisions, including requirements to make mandatory prepayments with 50 % of any excess cash flow and with 100 % of the net cash proceeds from the incurrence of indebtedness not otherwise permitted to be incurred by the covenants, asset sales and casualty and condemnation events, in each case, subject to customary exceptions.

The Company recorded $ 6.1 million of debt issuance costs and $ 4.9 million of debt discount related to the New Term Loan Facility as a direct reduction to the carrying amount of long-term debt on the condensed consolidated balance sheet.

Outstanding borrowings as of July 2, 2022 were $ 313.7 million, net of discount and debt issuance costs of $ 10.5 million.

Outstanding borrowings as of October 1, 2022 were $ 313.3 million, net of discount and debt issuance costs of $ 10.1 million.

In connection with the New Term Loan, the Company is subject to various negative, reporting, financial and other covenants, including maintaining specific liquidity measurements.

As of July 2, 2022, the unamortized debt issuance costs and discount on the New Term Loan were $ 5.8 million and $ 4.7 million, respectively.

The effective interest rate was 5.95 % at July 2, 2022, including the impact of the Company’s interest rate swap.

As of July 2, 2022, the Company was in compliance with all financial covenants under the New Credit Agreement.

Revolving Credit Facility

As of October 1, 2022, the unamortized debt issuance costs and discount on the New Term Loan were $ 5.6 million and $ 4.5 million, respectively.

The effective interest rate was 7.45 % at October 1, 2022, including the impact of the Company’s interest rate swap.

As of October 1, 2022, the Company was in compliance with all financial covenants under the New Credit Agreement.

Prior Revolving Credit Facility

On December 18, 2018, Latham Pool Products entered into an agreement (the “Credit Agreement”) with Nomura Corporate Funding Americas, LLC that included a revolving line of credit (the “Revolver”) and letters of credit (“Letters of Credit” or collectively with the Revolver, the “Revolving Credit Facility”) in the amount of up to $ 30 million, as well as a Term Loan (as described and defined below).

1 unchanged sentence

The Revolving Credit Facility was terminated in connection with the Refinancing.

Term Loan Facility

Prior Term Loan Facility

Pursuant to the Credit Agreement, Latham Pool Products also borrowed $ 215.0 million in term loans (the “Term Loan”).

3 unchanged sentences

On January 25, 2021, Latham Pool Products borrowed the incremental term loan, and the proceeds were used on February 2, 2021 to purchase and retire equity interests and to pay a distribution.

On March 31, 2021, Latham Pool Products amended our Term Loan to revise the applicable reporting requirements (the “Fourth Amendment”).

On March 31, 2021, Latham Pool Products amended its Term Loan to revise the applicable reporting requirements (the “Fourth Amendment”).

On November 24, 2021, Latham Pool Products amended the Term Loan to provide additional borrowings of $ 50 million (the “Fifth Amendment”).

16 unchanged sentences

The warranty reserve activity consisted of the following (in thousands):

Two Fiscal Quarters Ended

Three Fiscal Quarters Ended

October 1, 2022

October 2, 2021

Balance at the beginning of the year

14 unchanged sentences

The Company does not have material finance leases.

The components of lease expense for the fiscal and two fiscal quarters ended July 2, 2022 were as follows (in thousands):

The components of lease expense for the fiscal quarter and three fiscal quarters ended October 1, 2022 were as follows (in thousands):

Fiscal Quarter Ended

Two Fiscal Quarters Ended

Three Fiscal Quarters Ended

October 1, 2022

Operating lease expense

2 unchanged sentences

Total lease expense

The table below presents supplemental information related to leases as of July 2, 2022:

The table below presents supplemental information related to leases as of October 1, 2022:

October 1, 2022

Weighted-average remaining lease term (years)

3 unchanged sentences

The table below presents supplemental information related to the cash flows for operating leases recorded on the condensed consolidated statements of cash flows (in thousands):

Two Fiscal Quarters Ended

Three Fiscal Quarters Ended

October 1, 2022

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

Operating cash flows from operating leases

The following table summarizes maturities of operating lease liabilities as of July 2, 2022 (in thousands):

The following table summarizes maturities of operating lease liabilities as of October 1, 2022 (in thousands):

Operating Leases

4 unchanged sentences

Fiscal Quarter Ended

Two Fiscal Quarters Ended

Three Fiscal Quarters Ended

October 1, 2022

October 2, 2021

October 1, 2022

October 2, 2021

In-ground Swimming Pools

The effective income tax rate for the fiscal and two fiscal quarters ended July 2, 2022 was 71.9 % and 91.8 %, respectively, compared to ( 10.8 )% and ( 21.9 )% for the fiscal and two fiscal quarters ended July 3, 2021.

The effective income tax rate for the fiscal quarter and three fiscal quarters ended October 1, 2022 was 43.4 % and 65.6 %, respectively, compared to ( 223.8 )% and ( 39.3 )% for the fiscal quarter and three fiscal quarters ended October 2, 2021.

The difference between the U.S.

federal statutory income tax rate and the Company’s effective income tax rate for both the fiscal and two fiscal quarters ended July 2, 2022 was primarily attributable to the discrete impact of stock-based compensation expense for which there is no associated tax benefit.

federal statutory income tax rate and the Company’s effective income tax rate for both the fiscal quarter and three fiscal quarters ended October 1, 2022 was primarily attributable to the discrete impact of stock-based compensation expense for which there is no associated tax benefit.

The difference between the U.S.

federal statutory income tax rate and the Company’s effective income tax rate for both the fiscal and two fiscal quarters ended July 3, 2021 was primarily attributable to the discrete impact of stock-based compensation expense.

federal statutory income tax rate and the Company’s effective income tax rate for both the fiscal quarter and three fiscal quarters ended October 2, 2021 was also primarily attributable to the discrete impact of stock-based compensation expense.

The Inflation Reduction Act ("IRA") was passed into law on August 16, 2022.

Key provisions from the IRA include the implementation of a 15% corporate alternative minimum tax, an excise tax on stock buybacks, and significant tax incentives for energy and climate initiatives.

Enactment of the IRA has not impacted the Company’s financial condition, results of operations or cash flows for the period ended October 1, 2022 and the Company does not expect a material impact on its future results.

SHAREHOLDERS’ EQUITY

10 unchanged sentences

The Company received proceeds of $ 257.7 million from this offering, net of $ 11.4 million of underwriting fees.

The proceeds of $ 257.7 million were used to purchase 13,800,000 shares of common stock from certain of the Company’s stockholders, primarily investment funds managed by the Sponsor and Wynnchurch Capital, L.P., and also a small percentage of shares of common stock owned by some of our directors and executive officers.

Repurchase Program

3 unchanged sentences

During the fiscal quarter ended July 2, 2022, the Company repurchased and concurrently retired 2,026,231 shares of the Company’s common stock for an aggregate amount of $ 15.0 million, pursuant to the Repurchase Program.

As of July 2, 2022, approximately $ 85.0 million remained available for share repurchases pursuant to the Repurchase Program.

As of October 1, 2022, approximately $ 85.0 million remained available for share repurchases pursuant to the Repurchase Program.

The Company accounts for the excess of the repurchase price over the par value of shares acquired as a reduction to additional paid-in capital.

6 unchanged sentences

Fiscal Quarter Ended

Two Fiscal Quarters Ended

Three Fiscal Quarters Ended

October 1, 2022

October 2, 2021

October 1, 2022

October 2, 2021

Cost of sales

Selling, general and administrative

As of July 2, 2022, total unrecognized stock-based compensation expense related to all unvested stock-based awards was $ 47.0 million, which is expected to be recognized over a weighted-average period of 1.36 years.

As of October 1, 2022, total unrecognized stock-based compensation expense related to all unvested stock-based awards was $ 32.7 million, which is expected to be recognized over a weighted-average period of 1.21 years.

The following table sets forth the significant assumptions used in the Black-Scholes option-pricing model on a weighted-average basis to determine the fair value of option awards granted:

Two Fiscal Quarters Ended

Three Fiscal Quarters Ended

October 1, 2022

Risk-free interest rate

3 unchanged sentences

Restricted Stock Awards

The following table represents the Company’s restricted stock awards activity during the two fiscal quarters ended July 2, 2022:

The following table represents the Company’s restricted stock awards activity during the three fiscal quarters ended October 1, 2022:

Average Grant-

2 unchanged sentences

( 1,373,260 )

Outstanding at July 2, 2022

Outstanding at October 1, 2022

Restricted Stock Units

The following table represents the Company’s restricted stock units activity during the two fiscal quarters ended July 2, 2022:

The following table represents the Company’s restricted stock units activity during the three fiscal quarters ended October 1, 2022:

Average Grant-

1 unchanged sentence

Outstanding at January 1, 2022

Outstanding at July 2, 2022

Outstanding at October 1, 2022

Stock Options

The following table represents the Company’s stock option activity during the two fiscal quarters ended July 2, 2022:

The following table represents the Company’s stock option activity during the three fiscal quarters ended October 1, 2022:

Exercise Price

3 unchanged sentences

Outstanding on January 1, 2022

Outstanding at July 2, 2022

Vested and expected to vest at July 2, 2022

Options exercisable at July 2, 2022

Outstanding at October 1, 2022

Vested and expected to vest at October 1, 2022

Options exercisable at October 1, 2022

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock .

The weighted average grant-date fair value of stock options granted during the two fiscal quarters ended July 2, 2022 was $ 6.48 per share.

The weighted average grant-date fair value of stock options granted during the three fiscal quarters ended October 1, 2022 was $ 5.56 per share.

NET INCOME (LOSS) PER SHARE

1 unchanged sentence

Fiscal Quarter Ended

Two Fiscal Quarters Ended

Three Fiscal Quarters Ended

October 1, 2022

October 2, 2021

October 1, 2022

October 2, 2021

Net income (loss) attributable to common stockholders

1 unchanged sentence

Net income (loss) per share attributable to common stockholders:

As of July 2, 2022 and December 31, 2021, 113,171,655 and 113,642,487 shares of common stock are issued and outstanding for accounting purposes, respectively.

As of October 1, 2022 and December 31, 2021, 113,171,655 and 113,642,487 shares of common stock are issued and outstanding for accounting purposes, respectively.

The following table includes the number of shares that may be dilutive common shares in the future that were not included in the computation of diluted net income (loss) per share because the effect was anti-dilutive:

Fiscal Quarter Ended

Two Fiscal Quarters Ended

Three Fiscal Quarters Ended

October 1, 2022

October 2, 2021

October 1, 2022

October 2, 2021

Restricted stock awards

3 unchanged sentences

BrightAI Services

Starting in 2020, BrightAI rendered services to the Company, for which the cost was capitalized as internal-use software.

Starting in 2020, BrightAI has rendered services to the Company, for which the cost was capitalized as internal-use software.

A co-founder of BrightAI Services has served on the Company’s board of directors since December 9, 2020.

During the two fiscal quarters ended July 2, 2022 and the year ended December 31, 2021, the Company incurred $ 0.3 million and $ 2.1 million, respectively, associated with services performed by BrightAI, which is recorded as construction in progress within property and equipment, net on the condensed consolidated balance sheet as of July 2, 2022.

As of both July 2, 2022 and December 31, 2021, the Company had accounts payable - related party to BrightAI of $ 0.9 million.

During the three fiscal quarters ended October 1, 2022 and the year ended December 31, 2021, the Company incurred $ 0.4 million and $ 2.1 million, respectively, associated with services performed by BrightAI, which is recorded as construction in progress within property and equipment, net on the condensed consolidated balance sheet as of October 1, 2022.

As of October 1, 2022 and December 31, 2021, the Company had accounts payable related to BrightAI of $ 0.8 million and $ 0.9 million, respectively.

Expense Reimbursement and Management Fees

7 unchanged sentences

the reasonable out-of-pocket costs and expenses in connection with monitoring and overseeing their investment in the Company.

There were no management fees incurred by the Company during the fiscal and two fiscal quarters ended July 2, 2022 and July 3, 2021.

The Company did not reimburse any out-of-pocket costs or expenses to the Sponsor and Wynnchurch Capital, L.P.

during the two fiscal quarters ended July 2, 2022.

The Company reimbursed less than $ 0.1 million of out-of-pocket costs or expenses to the Sponsor and Wynnchurch Capital, L.P.

during the two fiscal quarters ended July 3, 2021.

As of both July 2, 2022 and December 31, 2021, there were no outstanding amounts payable to the Sponsor and Wynnchurch Capital, L.P.

There were no management fees incurred by the Company during the fiscal and three fiscal quarters ended October 1, 2022 and October 2, 2021.

The Company recognized $ 0.2 million for the reimbursement of out-of-pocket costs and expenses to the Sponsor and $ 0.1 million for the reimbursement of out-of-pocket costs and expenses to the Wynnchurch Capital, L.P.

during the fiscal quarter and three fiscal quarters ended October 1, 2022.

The Company recognized less than $ 0.1 million for the reimbursement of out-of-pocket costs and expenses to the Sponsor and Wynnchurch Capital, L.P.

during three fiscal quarters ended October 2, 2021.

As of October 1, 2022, there was $ 0.2 million outstanding amounts payable to the Sponsor and no outstanding amounts payable to Wynnchurch Capital, L.P.

As of December 31, 2021, there were no outstanding amounts payable to the Sponsor and Wynnchurch Capital, L.P.

SUBSEQUENT EVENTS

On November 8, 2022, the Company approved a cost reduction plan focused on efforts to improve efficiencies and decrease costs.

The plan involves the closure of the Company’s manufacturing facility in Bossier City, Louisiana, and a reduction to the Company’s current workforce.

The Company expects to incur charges for employee severance and related costs, as well as fixed asset and facility related expenses, of approximately $2.0 million.

These costs will be recognized in the fourth quarter of 2022 and in the first quarter of 2023.

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