What changed in this filing

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Item 1. Financial Statements

2023-05-09 compared with 2022-11-08 · 183 added, 244 removed, 362 unchanged (54% of the section changed)

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(in thousands, except par values)

OCTOBER 2, 2022 JANUARY 2, 2022

APRIL 2, 2023 JANUARY 1, 2023

Current assets

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Inventories, net 312,745 306,327

Assets held for sale 3,433 —

Prepaid expenses and other current assets 46,563 30,339

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5,000 shares authorized;

none issued or outstanding at October 2, 2022 and January 2, 2022

none issued or outstanding at April 2, 2023 and January 1, 2023

Common stock, par value $ 0.10 per share;

120,000 shares authorized;

58,370 and 59,055 shares issued and outstanding at October 2, 2022 and January 2, 2022, respectively

58,053 and 58,106 shares issued and outstanding at April 2, 2023 and January 1, 2023, respectively

Additional paid-in capital 246,001 244,159

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(in thousands, except per share data)

THREE MONTHS ENDED NINE MONTHS ENDED

OCTOBER 2, 2022 OCTOBER 3, 2021 OCTOBER 2, 2022 OCTOBER 3, 2021

THREE MONTHS ENDED

APRIL 2, 2023 APRIL 3, 2022

Net sales $ 295,792 $ 288,002

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Other expense, net 1,500 170

Income before income tax expense 20,171 16,163 66,512 46,376

Income (loss) before income tax expense ( 528 ) 20,400

Income tax expense 186 7,107

Net income $ 14,065 $ 10,959 $ 44,176 $ 33,408

Earnings per share – basic $ 0.24 $ 0.19 $ 0.75 $ 0.57

Earnings per share – diluted $ 0.24 $ 0.19 $ 0.75 $ 0.57

Net income (loss) $ ( 714 ) $ 13,293

Earnings (loss) per share – basic $ ( 0.01 ) $ 0.22

Earnings (loss) per share – diluted $ ( 0.01 ) $ 0.22

Common shares outstanding – basic 58,079 59,248

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

THREE MONTHS ENDED NINE MONTHS ENDED

OCTOBER 2, 2022 OCTOBER 3, 2021 OCTOBER 2, 2022 OCTOBER 3, 2021

Net income $ 14,065 $ 10,959 $ 44,176 $ 33,408

Other comprehensive loss, after tax:

THREE MONTHS ENDED

APRIL 2, 2023 APRIL 3, 2022

Net income (loss) $ ( 714 ) $ 13,293

Other comprehensive income (loss), after tax:

Foreign currency translation adjustment 4,930 ( 13,184 )

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Pension liability adjustment ( 279 ) 1,539

Other comprehensive loss ( 32,915 ) ( 10,853 ) ( 76,207 ) ( 25,312 )

Comprehensive income (loss) $ ( 18,850 ) $ 106 $ ( 32,031 ) $ 8,096

Other comprehensive income (loss) 4,950 ( 11,004 )

Comprehensive income $ 4,236 $ 2,289

See accompanying notes to consolidated condensed financial statements.

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(in thousands)

NINE MONTHS ENDED

OCTOBER 2, 2022 OCTOBER 3, 2021

THREE MONTHS ENDED

APRIL 2, 2023 APRIL 3, 2022

OPERATING ACTIVITIES:

Net income $ 44,176 $ 33,408

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

Net income (loss) $ ( 714 ) $ 13,293

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

Depreciation and amortization 9,991 10,670

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Accounts payable and accrued expenses 1,084 ( 13,798 )

Cash provided by operating activities 14,883 64,056

Cash provided by (used in) operating activities 29,584 ( 17,696 )

INVESTING ACTIVITIES:

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Tax withholding payments for share-based compensation ( 1,167 ) ( 398 )

Repurchase of common stock ( 14,451 ) —

Dividends paid ( 1,773 ) ( 1,771 )

Debt issuance costs — ( 36 )

Finance lease payments ( 643 ) ( 479 )

Cash used in financing activities ( 10,456 ) ( 53,079 )

Net cash used in operating, investing and financing activities ( 8,887 ) ( 6,429 )

Cash (used in) provided by financing activities ( 21,035 ) 2,894

Net cash provided by (used in) operating, investing and financing activities 2,837 ( 19,583 )

Effect of exchange rate changes on cash 872 ( 1,581 )

CASH AND CASH EQUIVALENTS:

Net decrease ( 17,803 ) ( 10,244 )

Net increase (decrease) 3,709 ( 21,164 )

Balance, beginning of period 97,564 97,252

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The January 1, 2023, consolidated condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”).

The nine-month periods ended October 2, 2022 and October 3, 2021 both include 39 weeks.

The three-month periods ended October 2, 2022 and October 3, 2021 both include 13 weeks.

The three-month periods ended April 2, 2023 and April 3, 2022 both include 13 weeks.

Risks and Uncertainties

Global economic challenges, including the impact of the COVID-19 pandemic, the war in Ukraine, rising inflation and supply chain disruptions could cause economic uncertainty and volatility.

Global economic challenges, including the impact of the COVID-19 pandemic, the war in Ukraine, inflation and supply chain disruptions could cause economic uncertainty and volatility.

The Company considered these impacts and subsequent general uncertainties and volatility in the global economy on the assumptions and estimates used herein.

The Company determined that except for the continued impacts to our global supply chain, production volume, raw material shortages, raw material cost increases, higher freight costs, shipping delays, gross profit margins, operating income, net income, cash flows, and order rates, there were no other material adverse impacts on the Company’s results of operations and financial position at October 2, 2022.

During the third quarter of 2022, the Company permanently closed its operations in Russia, and we are currently in the process of liquidating our legal entity and branch office in the country.

While our business activities in Russia and Ukraine were not material, we had approximately $ 3.0 million of total assets, including $ 2.6 million of cash, in Russia at October 2, 2022.

The Company’s primary credit facility has various financial and other covenants including, but not limited to, a covenant to not exceed a maximum secured net debt to EBITDA ratio, as defined by the credit facility agreement.

The Company is in compliance with all covenants under the credit facility agreement and anticipates that it will remain in compliance with the covenants for the foreseeable future.

In accordance with applicable accounting standards, the Company tests goodwill for impairment annually in the fourth quarter and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

During fiscal year 2022, the Company has experienced significant cost inflation along with volatility in the Company stock price.

Such circumstances, as well as a negative geopolitical climate in Europe, may warrant the need to write down the value of goodwill associated with our EMEA reporting unit if a future test indicates that its fair value is less than its carrying value.

The fair value of the EMEA reporting unit exceeded its carrying value by approximately 20 % at the most recent goodwill test date performed in the fourth quarter of 2021.

The goodwill allocated to the EMEA reporting unit as of October 2, 2022 was $ 29.4 million.

The amount of any potential future goodwill impairment charge is uncertain as the impairment test involves a significant amount of risk, uncertainty and judgment.

COVID-19 Impact

We continue to monitor our operations and have implemented various programs to mitigate the effects of COVID-19 on our business.

Our global supply chain and manufacturing operations continue to experience increased impacts of COVID-19 including raw material shortages, raw material cost increases, higher freight costs, and shipping delays.

During the first nine months of 2022, new government imposed COVID-19 lockdowns and restrictions in parts of China adversely impacted sales in that region.

Recently Issued Accounting Pronouncements Not Yet Adopted

In connection with the Cyber Event discussed below, security breaches may expose us to fines and other liabilities to the extent sensitive data stored in our IT systems, including data related to customers, suppliers or employees, are misappropriated.

These uncertainties could result in a future material adverse effect to the amounts reported within the Company’s consolidated condensed financial statements if actual results differ from these estimates.

Cybersecurity Event

On November 20, 2022, we discovered a cybersecurity attack, perpetrated by unauthorized third parties, affecting our IT systems.

Promptly, out of an abundance of caution, we shut down certain systems including shipping, inventory management and production systems and engaged forensic experts to evaluate the extent of the Cyber Event and its impact to our operations.

We took steps to supplement existing security monitoring, including scanning and protective measures, and notified law enforcement.

Recently Adopted Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2022-03, “ Fair Value Measurement (Topic 820):

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Early adoption is permitted.

The Company is currently evaluating the impact of adoption of this standard.

The Company adopted this standard on April 2, 2023.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

NOTE 2 – REVENUE RECOGNITION

Revenue from sales of carpet, modular resilient flooring, rubber flooring, and other flooring-related material was approximately 97 % and 98 % of total revenue for the nine-month periods ended October 2, 2022 and October 3, 2021, respectively.

The remaining 3 % and 2 % of revenue was generated from the installation of carpet and other flooring-related material for the 2022 and 2021 nine-month periods, respectively.

Revenue from sales of modular carpet, resilient flooring, rubber flooring, and other flooring-related material was approximately 98 % and 99 % of total revenue for the three-month periods ended April 2, 2023 and April 3, 2022, respectively.

The remaining 2 % and 1 % of revenue was generated from the installation of carpet and other flooring-related material for the 2023 and 2022 three-month periods, respectively.

Disaggregation of Revenue

For the nine months ended October 2, 2022 and October 3, 2021, revenue from the Company’s customers is broken down by geography as follows:

Nine Months Ended

Geography October 2, 2022 October 3, 2021

For the three months ended April 2, 2023 and April 3, 2022, revenue from the Company’s customers is broken down by geography as follows:

Three Months Ended

Geography April 2, 2023 April 3, 2022

Americas 57.2 % 54.4 %

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Asia-Pacific 10.8 % 13.0 %

Revenue from the Company’s customers in the Americas corresponds to the AMS operating segment, and the EAAA operating segment includes revenue from the Europe and Asia-Pacific geographies.

Revenue from the Company’s customers in the Americas corresponds to the AMS reportable segment, and the EAAA reportable segment includes revenue from the Europe and Asia-Pacific geographies.

See Note 11 entitled “Segment Information” for additional information.

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Inventories are summarized as follows:

October 2, 2022 January 2, 2022

April 2, 2023 January 1, 2023

(in thousands)

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NOTE 4 – EARNINGS PER SHARE

The Company computes basic earnings per share (“EPS”) by dividing net income by the weighted average common shares outstanding, including participating securities outstanding, during the period as discussed below.

Diluted EPS reflects the potential dilution beyond shares for basic EPS that could occur if securities or other contracts to issue common stock were exercised, converted into common stock or resulted in the issuance of common stock that would have shared in the Company’s earnings.

The Company includes all unvested stock awards which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of shares outstanding in the basic and diluted EPS calculations when the inclusion of these shares would be dilutive.

The Company computes basic earnings (loss) per share (“EPS”) by dividing net income (loss) by the weighted average common shares outstanding, including participating securities outstanding, during the period as discussed below.

The Company includes all unvested stock awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of shares outstanding for basic EPS as these awards are considered participating securities.

Any unvested stock awards considered non-participating securities are included in diluted EPS calculations when the inclusion of these shares would be dilutive.

Unvested share-based awards of restricted stock are paid dividends equally with all other shares of common stock.

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The following table shows the computation of basic and diluted EPS:

Three Months Ended Nine Months Ended

October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021

Three Months Ended

April 2, 2023 April 3, 2022

(in thousands, except per share data)

Net income $ 14,065 $ 10,959 $ 44,176 $ 33,408

Net income (loss) $ ( 714 ) $ 13,293

distributed and undistributed earnings available to participating securities ( 9 ) ( 190 )

Distributed and undistributed earnings available to common shareholders $ 13,819 $ 10,832 $ 43,460 $ 33,050

Distributed and undistributed earnings (loss) available to common shareholders $ ( 723 ) $ 13,103

Weighted average shares outstanding 57,177 58,403

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Diluted EPS $ ( 0.01 ) $ 0.22

For the three months ended April 2, 2023, 1,728,579 non-participating securities that could potentially dilute basic EPS in the future, consisting of restricted share units and performance shares, were excluded from the computation of diluted EPS as these securities would have been antidilutive for the period.

NOTE 5 – LONG-TERM DEBT

Long-term debt consisted of the following:

October 2, 2022 January 2, 2022

April 2, 2023 January 1, 2023

Outstanding Principal Interest Rate (1)

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Interest on base rate loans is charged at varying rates computed by applying a margin depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter.

Interest on Eurocurrency-based loans and fees for letters of credit are charged at varying rates computed by applying a margin over the applicable Eurocurrency rate, depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter.

Interest on SOFR-based and alternative currency loans and fees for letters of credit are charged at varying rates computed by applying a margin over the applicable SOFR rate or alternative currency rate, depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter.

In addition, the Company pays a commitment fee per annum (depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter) on the unused portion of the Facility.

As of both October 2, 2022 and January 2, 2022, the Company had $ 1.6 million in letters of credit outstanding under the Facility.

As of both October 2, 2022 and January 2, 2022, the carrying value of the Company’s borrowings under the Facility approximated its fair value as the Facility bears interest rates that are similar to existing market rates.

As of both April 2, 2023 and January 1, 2023, the Company had $ 1.6 million in letters of credit outstanding under the Facility.

As of both April 2, 2023 and January 1, 2023, the carrying value of the Company’s borrowings under the Facility approximated its fair value as the Facility bears interest rates that are similar to existing market rates.

Under the Facility, the Company is required to make quarterly amortization payments of the term loan borrowings, which are due on the last day of the calendar quarter.

The Company is in compliance with all covenants under the Facility and anticipates that it will remain in compliance with the covenants for the foreseeable future.

On October 14, 2022, the Facility was amended to, among other changes, extend the maturity date to October 2027.

See Note 16 entitled “Subsequent Events” for additional information.

5.50% Senior Notes due 2028

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Interest is paid semi-annually on June 1 and December 1 of each year.

The Senior Notes are unsecured and are guaranteed, jointly and severally, by each of the Company’s material domestic subsidiaries, all of which also guarantee the obligations of the Company under its existing Facility.

As of October 2, 2022, the estimated fair value of the Senior Notes was $ 255.2 million, compared with a carrying value recorded in the Company’s consolidated condensed balance sheet of $ 300.0 million, excluding unamortized debt issuance costs.

As of April 2, 2023, the estimated fair value of the Senior Notes was $ 244.1 million, compared with a carrying value recorded in the Company’s consolidated condensed balance sheet of $ 300.0 million, excluding unamortized debt issuance costs.

The fair value of the Senior Notes is derived using quoted prices for similar instruments and is considered Level 2 within the fair value hierarchy.

Other Lines of Credit

The Company has other lines of credit available to certain non-U.S.

subsidiaries.

The availability under these other lines of credit was the equivalent of $ 2.0 million at an interest rate of 6.25 % as of October 2, 2022 and $ 6.0 million at interest rates ranging from 3.50 % to 6.00 % as of January 2, 2022.

As of both October 2, 2022 and January 2, 2022, there were no borrowings outstanding under these lines of credit.

Borrowing Costs

The Company is in compliance with all covenants under the indenture governing the Senior Notes and anticipates that it will remain in compliance with the covenants for the foreseeable future.

Debt Issuance Costs

Debt issuance costs associated with the Company’s Senior Notes and term loans under the Facility are reflected as a reduction of long-term debt in accordance with applicable accounting standards.

As these fees are expensed over the life of the outstanding borrowing, the debt balance will increase by the same amount as the fees that are expensed.

As of October 2, 2022 and January 2, 2022, the unamortized debt issuance costs recorded as a reduction of long-term debt were $ 6.1 million and $ 7.1 million, respectively.

Other deferred borrowing costs, which include underwriting, legal and other direct costs related to the issuance of revolving debt, net of accumulated amortization, were $ 1.3 million and $ 1.6 million as of October 2, 2022 and January 2, 2022, respectively.

As of April 2, 2023 and January 1, 2023, the unamortized debt issuance costs recorded as a reduction of long-term debt were $ 5.8 million and $ 6.1 million, respectively.

Debt issuance costs related to the issuance of revolving debt, which include underwriting, legal and other direct costs, net of accumulated amortization, were $ 1.7 million and $ 1.8 million as of April 2, 2023 and January 1, 2023, respectively.

These amounts are included in other assets in the Company’s consolidated condensed balance sheets.

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See Note 14 entitled “Items Reclassified From Accumulated Other Comprehensive Loss” for additional information.

As of October 2, 2022 and January 2, 2022, the remaining accumulated other comprehensive loss associated with the terminated interest rate swaps was $ 1.4 million and $ 3.8 million, respectively, and will be amortized to earnings over the remaining term of the interest rate swaps prior to termination.

As of April 2, 2023 and January 1, 2023, the remaining accumulated other comprehensive loss associated with the terminated interest rate swaps, before tax, was $ 0.6 million and $ 1.0 million, respectively, and will be amortized to earnings over the remaining term of the interest rate swaps prior to termination.

We expect that approximately $ 0.6 million, before tax, related to the terminated interest rate swaps will be reclassified from accumulated other comprehensive loss as an increase to interest expense in the next 12 months.

Derivative Transactions Not Designated as Hedging Instruments

Our EAAA segment, from time to time, purchases foreign currency options to economically hedge inventory purchases denominated in foreign currencies other than their functional currency.

The Company’s objective with respect to these foreign currency options is to protect the Company against adverse fluctuations in currency rates by reducing its exposure to variability in cash flows related to payment on inventory purchases.

These options are classified as non-designated derivative instruments.

Gains and losses on the changes in fair value of these foreign currency options are recognized in earnings each period.

As of October 2, 2022 and January 2, 2022, the Company had no outstanding foreign currency options.

NOTE 7 – SHAREHOLDERS’ EQUITY

The following tables depict the activity in the accounts which make up shareholders’ equity for the nine months ended October 2, 2022 and October 3, 2021:

The following tables depict the activity in the accounts which make up shareholders’ equity for the three months ended April 2, 2023 and April 3, 2022:

SHARES COMMON STOCK ADDITIONAL PAID-IN CAPITAL RETAINED

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Balance, at January 1, 2023 58,106 $ 5,811 $ 244,159 $ 278,639 $ ( 27,548 ) $ ( 138,775 ) $ ( 749 )

Net income — — — 13,293 — — —

Restricted stock issuances 303 30 3,966 — — — —

Unamortized compensation expense related to restricted stock awards — — ( 3,996 ) — — — —

Net loss — — — ( 714 ) — — —

Issuances of stock related to performance shares 79 8 ( 8 ) — — — —

Cash dividends declared, $ 0.01 per common share

— — — ( 580 ) — — —

Compensation expense related to stock awards, net of shares received for tax withholdings ( 30 ) ( 2 ) 1,787 — — — —

Compensation expense related to stock awards, net of forfeitures and shares received for tax withholdings ( 132 ) ( 14 ) 1,850 — — — —

Pension liability adjustment — — — — ( 279 ) — —

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Balance, at April 2, 2023 58,053 $ 5,805 $ 246,001 $ 277,345 $ ( 27,827 ) $ ( 133,845 ) $ ( 450 )

Net income — — — 16,818 — — —

Restricted stock issuances 198 20 2,533 — — — —

Unamortized compensation expense related to restricted stock awards — — ( 2,553 ) — — — —

Cash dividends declared, $ 0.01 per common share

— — — ( 595 ) — — —

Compensation expense related to stock awards, net of forfeitures ( 14 ) ( 1 ) 2,145 — — — —

Share repurchases ( 415 ) ( 42 ) ( 5,540 ) — — — —

Pension liability adjustment — — — — 3,842 — —

Foreign currency translation adjustment — — — — — ( 36,670 ) —

Reclassification out of accumulated other comprehensive loss – discontinued cash flow hedge — — — — — — 540

Balance, at July 3, 2022 59,097 $ 5,910 $ 251,452 $ 290,358 $ ( 48,507 ) $ ( 150,295 ) $ ( 1,541 )

Net income — — — 14,065 — — —

Cash dividends declared, $ 0.01 per common share

— — — ( 586 ) — — —

Compensation expense related to stock awards, net of forfeitures ( 16 ) ( 2 ) 2,353 — — — —

Share repurchases ( 711 ) ( 71 ) ( 8,798 ) — — — —

Pension liability adjustment — — — — 3,393 — —

Foreign currency translation adjustment — — — — — ( 36,800 ) —

Reclassification out of accumulated other comprehensive loss – discontinued cash flow hedge — — — — — — 492

Balance, at October 2, 2022 58,370 $ 5,837 $ 245,007 $ 303,837 $ ( 45,114 ) $ ( 187,095 ) $ ( 1,049 )

SHARES COMMON STOCK ADDITIONAL PAID-IN CAPITAL RETAINED

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— — — ( 592 ) — — —

Compensation expense related to stock awards, net of forfeitures and shares received for tax withholdings ( 26 ) ( 2 ) 689 — — — —

Compensation expense related to stock awards, net of shares received for tax withholdings ( 30 ) ( 2 ) 1,787 — — — —

Pension liability adjustment — — — — 1,539 — —

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Balance, at April 3, 2022 59,328 $ 5,933 $ 254,867 $ 274,135 $ ( 52,349 ) $ ( 113,625 ) $ ( 2,081 )

Net income — — — 15,511 — — —

Restricted stock issuances 52 6 789 — — — —

Unamortized compensation expense related to restricted stock awards — — ( 794 ) — — — —

Cash dividends declared, $ 0.01 per common share

— — — ( 589 ) — — —

Compensation expense related to stock awards — — 1,548 — — — —

Pension liability adjustment — — — — 100 — —

Foreign currency translation adjustment — — — — — 3,455 —

Reclassification out of accumulated other comprehensive loss – discontinued cash flow hedge — — — — — — 745

Balance, at July 4, 2021 59,066 $ 5,907 $ 250,114 $ 229,833 $ ( 69,099 ) $ ( 76,473 ) $ ( 4,696 )

Net income — — — 10,959 — — —

Cash dividends declared, $ 0.01 per common share

— — — ( 593 ) — — —

Compensation expense related to stock awards, net of forfeitures ( 11 ) ( 2 ) 1,680 — — — —

Pension liability adjustment — — — — 2,377 — —

Foreign currency translation adjustment — — — — — ( 14,553 ) —

Reclassification out of accumulated other comprehensive loss – discontinued cash flow hedge — — — — — — 1,323

Balance, at October 3, 2021 59,055 $ 5,905 $ 251,794 $ 240,199 $ ( 66,722 ) $ ( 91,026 ) $ ( 3,373 )

Repurchase of Common Stock

In the second quarter of 2022, the Company adopted a new share repurchase program in which the Company is authorized to repurchase up to $ 100 million of its outstanding shares of common stock.

The program has no specific expiration date.

During the nine months ended October 2, 2022, the Company repurchased 1,126,176 shares of common stock at a weighted average price of $ 12.83 per share pursuant to this program.

Restricted Stock Awards

During the nine months ended October 2, 2022 and October 3, 2021, the Company granted restricted stock awards for 500,800 and 428,400 shares of common stock, respectively.

During the three months ended April 2, 2023, no restricted stock awards were granted.

Awards of restricted stock (or a portion thereof) vest with respect to each recipient over a one to three-year period from the date of grant, provided the individual remains in the employment or service of the Company as of the vesting date.

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For certain restricted stock awards with a graded vesting schedule, the Company has elected to recognize compensation expense on a straight-line basis over the requisite service period for the entire award.

Compensation expense related to restricted stock grants was $ 4.0 million and $ 2.8 million for the nine months ended October 2, 2022, and October 3, 2021, respectively.

Compensation expense related to restricted stock grants was $ 1.4 million and $ 1.2 million for the three months ended April 2, 2023 and April 3, 2022, respectively.

The Company has reduced its expense for any restricted stock forfeited during the period.

The following table summarizes restricted stock outstanding as of October 2, 2022, as well as activity during the nine months then ended:

The following table summarizes restricted stock outstanding as of April 2, 2023, as well as activity during the three months then ended:

Restricted Shares Weighted Average

Outstanding at January 1, 2023 1,006,400 $ 13.91

Granted 500,800 13.08

Vested ( 270,000 ) 15.15

Forfeited or canceled ( 6,800 ) 13.54

Outstanding at October 2, 2022 1,012,300 $ 13.91

As of October 2, 2022, the unrecognized total compensation cost related to unvested restricted stock was $ 7.3 million.

Outstanding at April 2, 2023 729,600 $ 13.45

As of April 2, 2023, the unrecognized total compensation cost related to unvested restricted stock was $ 4.2 million.

That cost is expected to be recognized by the first quarter of 2025.

Restricted Share Unit Awards

During the three months ended April 2, 2023, the Company granted awards for 586,500 restricted share units to certain employees pursuant to the Company’s 2020 Omnibus Stock Incentive Plan.

Each restricted share unit represents one share of the Company’s common stock to be issued to the award recipient once the vesting criteria have been satisfied.

Awards of restricted share units have a graded vesting schedule over a three-year period from the date of grant, with one-third of the restricted share units vesting on each of the first, second and third anniversaries of the date of grant, provided the individual remains in the employment or service of the Company until such anniversaries.

Additionally, certain awards (or a portion thereof) could vest earlier in the event of a change in control of the Company, upon involuntary termination without cause, or upon retirement provided certain eligibility criteria are met.

The Company recognizes expense related to restricted share unit grants based on the grant date fair value of the units awarded, as determined by the market price of the Company’s common stock at date of grant.

The expense is captured in selling, general and administrative expenses in the consolidated condensed statements of operations, and the Company has elected to recognize compensation expense on a straight-line basis over the requisite service period for the entire award for awards with a graded vesting schedule.

Compensation expense related to the restricted share units was $ 0.5 million for the three months ended April 2, 2023.

The Company reduces its expense for any restricted share units forfeited during the period.

Grants of restricted share units are made primarily to executive-level personnel at the Company and, as a result, no compensation costs have been capitalized.

The following table summarizes restricted share units outstanding as of April 2, 2023, as well as activity during the three months then ended:

Restricted Share Units Weighted Average

Outstanding at January 1, 2023 — $ —

Granted 586,500 10.39

Forfeited or canceled — —

Outstanding at April 2, 2023 586,500 $ 10.39

As of April 2, 2023, the unrecognized total compensation cost related to unvested restricted share units was $ 5.6 million.

That cost is expected to be recognized by the end of 2026.

Performance Share Awards

During the nine months ended October 2, 2022 and October 3, 2021, the Company issued awards of performance shares to certain employees.

During the three months ended April 2, 2023 and April 3, 2022, the Company issued awards of performance shares to certain employees.

These awards vest based on the achievement of certain performance-based goals over a performance period of one to three years , subject to (among other things) the employee’s continued employment through the last date of the performance period, and will be settled in shares of our common stock or in cash at the Company’s election.

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The Company evaluates the probability of achieving the performance-based goals as of the end of each reporting period and adjusts compensation expense based on this assessment.

The following table summarizes the performance shares outstanding as of October 2, 2022, as well as the activity during the nine months then ended:

The following table summarizes the performance shares outstanding as of April 2, 2023, as well as the activity during the three months then ended:

Performance Shares Weighted Average

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Forfeited or canceled ( 169,700 ) 15.13

Outstanding at October 2, 2022 930,400 $ 13.91

Compensation expense related to the performance shares was $ 2.7 million and $ 1.4 million for the nine months ended October 2, 2022 and October 3, 2021, respectively.

Outstanding at April 2, 2023 1,142,000 $ 12.36

Compensation expense related to the performance shares was $ 1.1 million and $ 1.0 million for the three months ended April 2, 2023 and April 3, 2022, respectively.

The Company has reduced its expense for any performance shares forfeited during the period.

Unrecognized compensation expense related to these performance shares was approximately $ 8.1 million as of October 2, 2022.

Unrecognized compensation expense related to these performance shares was approximately $ 9.0 million as of April 2, 2023.

Depending on the performance of the Company, any compensation expense related to these outstanding performance shares will be recognized by the end of 2026.

The tax benefit recognized with regard to restricted stock and performance shares was approximately $ 0.6 million for the nine months ended October 2, 2022.

The tax benefit recognized with respect to restricted stock, restricted share units and performance shares was approximately $ 0.3 million for the three months ended April 2, 2023.

NOTE 8 – LEASES

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The discount rate used to calculate the present value of the lease liability was the Company’s incremental borrowing rate for the applicable geographical region.

As of October 2, 2022, there were no significant leases that had not commenced.

The table below represents a summary of the balances recorded in the consolidated condensed balance sheets related to the Company’s leases as of October 2, 2022 and January 2, 2022:

October 2, 2022 January 2, 2022

As of April 2, 2023, there were no significant leases that had not commenced.

The table below represents a summary of the balances recorded in the consolidated condensed balance sheets related to the Company’s leases as of April 2, 2023 and January 1, 2023:

April 2, 2023 January 1, 2023

Balance Sheet Location Operating Leases Finance Leases Operating Leases Finance Leases

8 unchanged sentences

Total finance lease liabilities $ 6,223 $ 6,239

Three Months Ended Nine Months Ended

October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021

Three Months Ended

April 2, 2023 April 3, 2022

(in thousands)

7 unchanged sentences

Other Supplemental Information

Three Months Ended Nine Months Ended

October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021

Three Months Ended

April 2, 2023 April 3, 2022

(in thousands)

4 unchanged sentences

Right-of-use assets obtained in exchange for new finance lease liabilities 557 382

Right-of-use assets (adjusted) obtained in exchange for (remeasured) new operating lease liabilities ( 734 ) 6,417 6,089 12,062

Right-of-use assets obtained in exchange for new operating lease liabilities 1,121 20

Lease Term and Discount Rate

The table below presents the weighted average remaining lease terms and discount rates for finance and operating leases as of October 2, 2022 and January 2, 2022:

October 2, 2022 January 2, 2022

The table below presents the weighted average remaining lease terms and discount rates for finance and operating leases as of April 2, 2023 and January 1, 2023:

April 2, 2023 January 1, 2023

Weighted-average remaining lease term – finance leases (in years) 3.73 3.82

6 unchanged sentences

(in thousands)

2022 (excluding the nine months ended October 2, 2022)

2023 (excluding the three months ended April 2, 2023)

$ 10,792 $ 1,761

8 unchanged sentences

NOTE 9 – EMPLOYEE BENEFIT PLANS

During the three and nine months ended October 2, 2022, the Company recorded multi-employer pension expense related to multi-employer contributions of $ 0.5 million and $ 1.8 million, respectively.

During the three and nine months ended October 3, 2021, the Company recorded multi-employer pension expense related to multi-employer contributions of $ 0.6 million and $ 2.0 million, respectively.

The following tables provide the components of net periodic benefit cost for the three and nine months ended October 2, 2022 and October 3, 2021:

Three Months Ended Nine Months Ended

During the three-month periods ended April 2, 2023 and April 3, 2022, the Company recorded multi-employer pension expense related to multi-employer contributions of $ 0.6 million and $ 0.7 million, respectively.

The following tables provide the components of net periodic benefit cost for the three months ended April 2, 2023 and April 3, 2022:

Three Months Ended

Defined Benefit Retirement Plans (Europe)

October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021

April 2, 2023 April 3, 2022

(in thousands)

4 unchanged sentences

Net periodic benefit cost $ 23 $ 164

Three Months Ended Nine Months Ended

Salary Continuation Plan October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021

Three Months Ended

Salary Continuation Plan April 2, 2023 April 3, 2022

(in thousands)

2 unchanged sentences

Net periodic benefit cost $ 332 $ 332

Three Months Ended Nine Months Ended

Three Months Ended

nora Defined Benefit Plan

October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021

April 2, 2023 April 3, 2022

(in thousands)

1 unchanged sentence

Interest cost 272 110

Amortization of net actuarial losses 44 89 142 273

Amortization of net actuarial (gains) losses ( 109 ) 50

Net periodic benefit cost $ 277 $ 385

1 unchanged sentence

NOTE 10 – GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amounts of goodwill allocated to each reportable segment for the nine months ended October 2, 2022 are as follows:

AMS EAAA Total

The ending balance and the change in the carrying amounts of good will fo r the three months ended April 2, 2023 are as follows:

(in thousands)

1 unchanged sentence

Foreign currency translation (2)

Balance, at October 2, 2022 $ 82,772 $ 29,384 $ 112,156

The net carrying value of intangible assets other than goodwill was $ 62.0 million and $ 76.2 million at October 2, 2022 and January 2, 2022, respectively.

Balance, at April 2, 2023 $ 103,674

(1) The goodwill balance is allocated entirely to the AMS reportable segment.

All goodwill allocated to the EAAA reportable segment was previously written off as a result of impairment charges.

(2) A portion of the goodwill balance is comprised of goodwill denominated in foreign currency attributable to the nora acquisition.

The net carrying value of intangible assets other than goodwill was $ 59.2 million and $ 59.8 million at April 2, 2023 and January 1, 2023, respectively.

NOTE 11 – SEGMENT INFORMATION

4 unchanged sentences

Pursuant to the management approach discussed above, the Company’s CODM, our chief executive officer, evaluates performance at the AMS and EAAA operating segment levels and makes operating and resource allocation decisions based on segment adjusted operating income (“AOI”), which includes allocations of corporate selling, general and administrative expenses.

AOI excludes nora purchase accounting amortization, Thailand plant closure inventory write-down, and restructuring charges, asset impairment, severance and other charges.

Intersegment revenues for the three and nine months ended October 2, 2022 were $ 19.7 million and $ 56.4 million, respectively, and intersegment revenues for the three and nine months ended October 3, 2021 were $ 20.1 million and $ 56.4 million, respectively.

AOI excludes nora purchase accounting amortization;

Thailand plant closure inventory write-down;

Cyber Event impact;

property casualty loss;

and restructuring, asset impairment, severance and other charges.

Intersegment revenues for the three months ended April 2, 2023 and April 3, 2022 were $ 22.6 million and $ 17.3 million, respectively.

Intersegment revenues are eliminated from net sales presented below since these amounts are not included in the information provided to the CODM.

The Company has determined that it has two reportable segments – AMS and EAAA, as each operating segment meets the quantitative thresholds defined in the accounting guidance.

Segment information for the three and nine months ended October 2, 2022 and October 3, 2021 is presented in the following table:

Three Months Ended Nine Months Ended

October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021

Segment information for the three months ended April 2, 2023 and April 3, 2022 is presented in the following table:

Three Months Ended

April 2, 2023 April 3, 2022

(in thousands)

9 unchanged sentences

A reconciliation of the Company’s total operating segment assets to the corresponding consolidated amounts follows:

October 2, 2022 January 2, 2022

April 2, 2023 January 1, 2023

(in thousands)

5 unchanged sentences

Total reported assets $ 1,253,205 $ 1,266,503

Reconciliations of operating income to income before income tax expense and segment AOI are presented as follows:

Three Months Ended Nine Months Ended

October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021

Reconciliations of operating income to income (loss) before income tax expense and segment AOI are presented as follows:

Three Months Ended

April 2, 2023 April 3, 2022

(in thousands)

4 unchanged sentences

Other expense, net 1,500 170

Income before income tax expense $ 20,171 $ 16,163 $ 66,512 $ 46,376

Three Months Ended October 2, 2022 Three Months Ended October 3, 2021

AMS EAAA AMS EAAA

(in thousands)

Operating income $ 24,955 $ 3,087 $ 21,684 $ 3,093

Purchase accounting amortization — 1,204 — 1,407

Thailand plant closure inventory write-down — 477 — —

Restructuring, asset impairment, severance and other charges 20 1,505 ( 89 ) 4,086

AOI $ 24,975 $ 6,273 $ 21,595 $ 8,586

Nine Months Ended October 2, 2022 Nine Months Ended October 3, 2021

Income (loss) before income tax expense $ ( 528 ) $ 20,400

Three Months Ended April 2, 2023 Three Months Ended April 3, 2022

AMS EAAA AMS EAAA

3 unchanged sentences

Thailand plant closure inventory write-down — — — 1,115

Cyber Event impact 228 200 — —

Property casualty loss 1,300 — — —

Restructuring, asset impairment, severance and other charges 1,026 1,684 ( 112 ) 877

1 unchanged sentence

NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION

Cash payments for interest amounted to $ 13.7 million and $ 13.2 million for the nine months ended October 2, 2022 and October 3, 2021, respectively.

Income tax payments, net of refunds, amounted to $ 11.5 million and $ 15.3 million for the nine months ended October 2, 2022 and October 3, 2021, respectively.

Cash payments for interest amounted to $ 3.7 million and $ 1.3 million for the three months ended April 2, 2023 and April 3, 2022, respectively.

Income tax payments, net of refunds, amounted to $ 5.1 million and $ 2.8 million for the three months ended April 2, 2023 and April 3, 2022, respectively.

See Note 8 entitled “Leases” for supplemental disclosures related to finance and operating leases.

Non-Cash Financing Activities

On March 14, 2023, the Company declared cash dividends on its common stock of $ 0.6 million, which were paid during the second quarter of 2023 to shareholders of record as of March 31, 2023.

At April 2, 2023, the dividends were recorded within accrued expenses in the consolidated condensed balance sheet.

NOTE 13 – INCOME TAXES

The Company determines its provision for income taxes for interim periods using an estimate of its annual effective tax rate and records any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete tax items.

During the nine months ended October 2, 2022, the Company recorded a total income tax provision of $ 22.3 million on pre-tax income of $ 66.5 million resulting in an effective tax rate of 33.6 %, as compared to a total income tax provision of $ 13.0 million on pre-tax income of $ 46.4 million resulting in an effective tax rate of 28.0 % during the nine months ended October 3, 2021.

The increase in the effective tax rate for the period ended October 2, 2022 as compared to the period ended October 3, 2021 was primarily due to a non-recurring favorable change to unrecognized tax benefits in the period ended October 3, 2021, unfavorable changes related to company-owned life insurance, an increase in non-deductible executive compensation, and unfavorable changes related to foreign currency.

In April of 2021, the Company filed requests with both the Competent Authority in the Netherlands and in the U.K.

to initiate a mutual agreement procedure (“MAP”) related to the double taxation arising from adjustments made by Her Majesty’s Revenue & Customs to the Company’s U.K.

subsidiaries’ tax returns for years 2012 through 2017.

The adjustments result from the interest rate applied in the intra-group financing arrangement between a Company subsidiary in the U.K.

and the Netherlands.

In June of 2022, the Company was notified that the Competent Authorities had reached an agreement on the interest rate to be applied for the years 2012 through 2017.

The Company recognized the adjustments in the nine-month period ending October 2, 2022, based on the outcome of the MAP.

The recognition of the adjustments did not have a material impact on the Company’s effective tax rate or its financial position.

In the first nine months of 2022, the Company decreased its liability for unrecognized tax benefits by $ 0.1 million.

As of October 2, 2022, the Company had accrued approximately $ 8.1 million for unrecognized tax benefits.

In accordance with applicable accounting standards, the Company’s deferred tax asset as of October 2, 2022 reflects a reduction for $ 2.8 million of these unrecognized tax benefits.

On October 15, 2022, the statute of limitations for the 2018 U.S.

federal income tax return and Georgia income tax return closed.

As a result of this lapse in the statute of limitations, the Company will recognize $ 2.2 million of unrecognized tax benefits in the fourth quarter of 2022.

The Company determines its provision for income taxes for interim periods using an estimate of its annual effective tax rate (“AETR”) and records any changes affecting the estimated AETR in the interim period in which the change occurs, including discrete tax items.

During the three months ended April 2, 2023, the Company recorded a total income tax provision of $ 0.2 million on pre-tax loss of $ 0.5 million resulting in a negative effective tax rate of 35.2 %, as compared to a total income tax provision of $ 7.1 million on pre-tax income of $ 20.4 million resulting in an effective tax rate of 34.8 % during the three months ended April 3, 2022.

The pre-tax loss for the three months ended April 2, 2023 included significant unusual or infrequent items that are specifically excluded from the AETR.

The tax effects related to these specifically excluded items are recognized discretely.

The income tax benefits recognized discretely were at a lower effective tax rate compared to the estimated AETR resulting in an overall negative effective tax rate for the three months ended April 2, 2023.

The year-over-year change in the effective tax rate is primarily due to the tax effects of relatively low pre-tax loss in the current year quarter compared to pre-tax income in the prior year quarter and favorable changes related to the cash surrender value of Company-owned life insurance policies.

In the first three months of 2023, the Company increased its liability for unrecognized tax benefits by $ 0.3 million.

As of April 2, 2023, the Company had accrued approximately $ 6.0 million for unrecognized tax benefits.

In accordance with applicable accounting standards, the Company’s deferred tax asset as of April 2, 2023 reflects a reduction for $ 2.8 million of these unrecognized tax benefits.

Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including the progress of tax audits and the closing of statutes of limitations.

Based on information currently available, it is reasonably possible that approximately $ 2.6 million of unrecognized tax benefits, including the $ 2.2 million to be recognized in the fourth quarter of 2022, may be recognized within the next 12 months due to a lapse of statute of limitations.

Based on information currently available, it is reasonably possible that approximately $ 1.1 million of unrecognized tax benefits may be recognized within the next 12 months, of which $ 0.4 million would result in a favorable impact to the effective tax rate.

NOTE 14 – ITEMS RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE LOSS

Amounts reclassified out of accumulated other comprehensive loss (“AOCI”), before tax, to the consolidated condensed statements of operations during the three and nine months ended October 2, 2022 and October 3, 2021 are reflected in the tables below:

Amounts reclassified out of accumulated other comprehensive loss (“AOCI”), before tax, to the consolidated condensed statements of operations during the three months ended April 2, 2023 and April 3, 2022 are reflected in the table below:

Three Months Ended

Statement of Operations Location October 2, 2022 October 3, 2021

(in thousands)

Interest rate swap contracts loss Interest expense $ ( 645 ) $ ( 1,845 )

Amortization of benefit plan net actuarial losses and prior service cost Other expense, net ( 450 ) ( 705 )

Total loss reclassified from AOCI $ ( 1,095 ) $ ( 2,550 )

Nine Months Ended

Statement of Operations Location October 2, 2022 October 3, 2021

Statement of Operations Location April 2, 2023 April 3, 2022

(in thousands)

3 unchanged sentences

NOTE 15 – RESTRUCTURING AND OTHER CHARGES

Restructuring, asset impairment and other charges by reportable segment are presented as follows:

Three Months Ended Nine Months Ended

October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021

Restructuring, asset impairment and other charges are as follows:

Three Months Ended

April 2, 2023 April 3, 2022

(in thousands)

AMS $ — $ ( 1 ) $ — $ ( 1 )

EAAA ( 105 ) 3,814 1,592 3,622

Total restructuring, asset impairment and other charges $ ( 105 ) $ 3,813 $ 1,592 $ 3,621

A summary of the restructuring reserve balance, recorded within accrued expenses in the consolidated condensed balance sheets, for the 2021 and 2019 restructuring plans is presented below:

Workforce Reduction Retention Bonuses Asset Impairment and Other Related Charges

2021 Plan 2019 Plan 2021 Plan 2021 Plan Total

Restructuring, asset impairment and other charges (1)

(1) Charges are attributable to the EAAA reportable segment.

2021 Restructuring Plan

A summary of the restructuring reserve balance, recorded within accrued expenses in the consolidated condensed balance sheets, for the 2021 restructuring plan is presented below:

Workforce Reduction Retention Bonuses Asset Impairment and Other Related Charges Total

(in thousands)

3 unchanged sentences

Charged to other accounts — — ( 138 ) ( 138 )

Balance, at October 2, 2022 $ 889 $ — $ 277 $ — $ 1,166

Below is a discussion of the restructuring plan activities under the 2021 and 2019 restructuring plans.

2021 Restructuring Plan

On September 8, 2021, the Company committed to a new restructuring plan that continues to focus on efforts to improve efficiencies and decrease costs across its worldwide operations.

The plan involves a reduction of approximately 188 employees and the closure of the Company’s manufacturing facility in Thailand at the end of the first quarter of 2022.

Balance, at April 2, 2023 $ — $ — $ — $ —

Below is a discussion of the restructuring plan activities under the 2021 restructuring plan.

On September 8, 2021, the Company committed to a new restructuring plan that continued to focus on efforts to improve efficiencies and decrease costs across its worldwide operations.

The plan involved a reduction of approximately 188 employees and the closure of the Company’s manufacturing facility in Thailand at the end of the first quarter of 2022.

Expected charges and cumulative charges incurred to date under the 2021 restructuring plan are as follows:

Workforce Reduction Retention Bonuses (2)

Asset Impairment and Other Related Charges Total

Workforce Reduction Retention Bonuses Asset Impairment and Other Related Charges Total

(in thousands)

4 unchanged sentences

(1) Charges are attributable to the EAAA reportable segment.

(2) The retention bonuses will be recognized through the first quarter of 2023 as earned over the requisite service periods.

In addition, during the nine months ended October 2, 2022, in conjunction with the closure of its Thailand facility, the Company recorded a write-down of inventory of $ 2.5 million within cost of sales in the consolidated condensed statements of operations.

The restructuring plan is expected to result in cash expenditures of approximately $ 3 million to $ 4 million for payment of employee severance, employee retention bonuses and other costs to shut down the Thailand manufacturing facility, as described above.

The Company expects to complete the restructuring plan in the first quarter of 2023 and expects the plan to yield annualized savings of approximately $ 1.7 million.

A portion of the annualized savings is expected to be realized on the consolidated condensed statement of operations in fiscal year 2022, with the remaining portion of the annualized savings expected to be realized in fiscal year 2023.

2019 Restructuring Plan

The 2019 restructuring plan has been completed as of April 3, 2022.

NOTE 16 – SUBSEQUENT EVENTS

On October 14, 2022, the Company entered into a fifth amendment to its existing credit facility.

This amendment, among other changes, provides for the following:

(1) extends the maturity date of the credit facility to October 2027 and (2) replaces the LIBOR benchmark interest rates applicable to all loans denominated in U.S.

dollars with the SOFR benchmark interest rates.

In addition, during the three months ended April 3, 2022, in conjunction with the closure of its Thailand facility, the Company recorded a write-down of inventory of $ 1.1 million within cost of sales in the consolidated condensed statements of operations.

The restructuring plan was expected to result in cash expenditures of approximately $ 3 million to $ 4 million for payment of employee severance, employee retention bonuses and other costs to shut down the Thailand manufacturing facility, as described above.

The Company expects to complete the restructuring plan in the second quarter of 2023 following the sale of the Thailand manufacturing facility, as described in Note 16 entitled “Assets Held For Sale,” and expects the plan to yield annualized savings of approximately $ 1.7 million.

A portion of the annualized savings was realized on the consolidated condensed statements of operations in fiscal year 2022, with the remaining portion of the annualized savings expected to be realized in fiscal year 2023.

NOTE 16 – ASSETS HELD FOR SALE

On September 8, 2021, the Company announced a restructuring plan that involved the closure of its manufacturing facility in Thailand and committed to a plan to sell the Thailand facility in connection with this restructuring plan.

See Note 15 entitled “Restructuring and Other Charges” for additional information.

On March 7, 2023, the Company entered into a binding agreement to sell the Thailand manufacturing facility for approximately $ 6.7 million.

The transaction is expected to close in the second quarter of 2023.

The Company determined that the Thailand manufacturing facility met the assets held for sale criteria during the first quarter of 2023.

Accordingly, we have reported the carrying value of the manufacturing facility as assets held for sale in the consolidated condensed balance sheet as of April 2, 2023.

We discontinued recording depreciation expense on the manufacturing facility once the assets held for sale criteria were met.

We determined that the Thailand facility sale did not meet the criteria for classification as discontinued 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 1. Financial Statements