BLOOMIA HOLDINGS, INC. 10-Q

Item 1. Financial Statements Lendway, Inc. and Subsidiaries CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2023 December 31, (Unaudited) 2022 ASSETS Current Assets: Cash and cash equivalents $ 14,954,000 $ 14,439,000 Restricted cash 85,000 85,000 Receivable from escrow account 200,000 — Income tax receivable 26,000 28,000 Prepaid expense 123,000 30,000 Other current assets related to discontinued operations 2,199,000 6,171,000 Total Current Assets 17,587,000 20,753,000 Other Assets: Property and equipment, net 41,000 — Other, net 10,000 — Non-current related to discontinued operations — 215,000 Total Other Assets 51,000 215,000 Total Assets $ 17,638,000 $ 20,968,000 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable 96,000 138,000 Accrued liabilities: Compensation 888,000 264,000 Other 164,000 306,000 Current liabilities related to discontinued operations 547,000 6,666,000 Total Current Liabilities 1,695,000 7,374,000 Long-Term Liabilities: Accrued income taxes 41,000 53,000 Non-current liabilities related to discontinued operations — 140,000 Total Long-Term Liabilities 41,000 193,000 Commitments and Contingencies — — Shareholders' Equity: Common stock, par value $ 0.01 : Authorized shares - 5,714,000 Issued and outstanding shares - 1,751,000 at September 30, 2023 and 1,797,000 at December 31, 2022, respectively 18,000 18,000 Additional paid-in capital 16,221,000 16,458,000 Accumulated deficit ( 337,000 ) ( 3,075,000 ) Total Shareholders' Equity 15,902,000 13,401,000 Total Liabilities and Shareholders' Equity $ 17,638,000 $ 20,968,000 See accompanying notes to condensed consolidated financial statements. 3 Table of Contents Lendway, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended September 30 September 30 2023 2022 2023 2022 Operating Expenses: Sales and marketing $ 69,000 $ - $ 134,000 $ - General and administrative 1,564,000 488,000 2,849,000 1,663,000 Total Operating Expenses 1,633,000 488,000 2,983,000 1,663,000 Operating Loss ( 1,633,000 ) ( 488,000 ) ( 2,983,000 ) ( 1,663,000 ) Interest income 111,000 55,000 325,000 55,000 Loss from continuing operations before income taxes ( 1,522,000 ) ( 433,000 ) ( 2,658,000 ) ( 1,608,000 ) Income tax (benefit) expense ( 11,000 ) 1,000 ( 4,000 ) 5,000 Net loss from continuing operations ( 1,511,000 ) ( 434,000 ) ( 2,654,000 ) ( 1,613,000 ) (Loss) Income from discontinued operations, net of tax ( 333,000 ) 12,235,000 2,422,000 12,392,000 Gain from sale of discontinued operations, net of tax 2,970,000 - 2,970,000 - Net Income $ 1,126,000 $ 11,801,000 $ 2,738,000 $ 10,779,000 Net (loss) income per basic and diluted share: Continuing operations $ ( 0.85 ) $ ( 0.24 ) $ ( 1.48 ) $ ( 0.90 ) Discontinued operations $ 1.48 $ 6.82 $ 3.01 $ 6.92 Basic and diluted earnings per share $ 0.63 $ 6.58 $ 1.53 $ 6.02 Shares used in calculation of net (loss) income per share: Basic and diluted 1,785,000 1,795,000 1,793,000 1,790,000 See accompanying notes to condensed consolidated financial statements. 4 Table of Contents Lendway, Inc. and Subsidaries CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) Common Stock Additional Paid-In Accumulated Shares Amount Capital Deficit Total Balance at December 31, 2022 1,797,000 $ 18,000 $ 16,458,000 $ ( 3,075,000 ) $ 13,401,000 Issuance of common stock, net 1,000 — 8,000 — 8,000 Value of stock-based compensation — — 22,000 — 22,000 Net income — — — 1,648,000 1,648,000 Balance at March 31, 2023 1,798,000 $ 18,000 $ 16,488,000 $ ( 1,427,000 ) $ 15,079,000 Value of stock-based compensation — — 14,000 — 14,000 Net loss — — — ( 36,000 ) ( 36,000 ) Balance at June 30, 2023 1,798,000 $ 18,000 $ 16,502,000 $ ( 1,463,000 ) $ 15,057,000 Repurchase of common stock ( 75,000 ) — ( 437,000 ) — ( 437,000 ) Issuance of common stock, net 22,000 — 149,000 — 149,000 Issuance of common stock upon vesting of restricted stock units 6,000 — — — - Value of stock-based compensation — — 7,000 — 7,000 Net income — — — 1,126,000 1,126,000 Balance at September 30, 2023 1,751,000 $ 18,000 $ 16,221,000 $ ( 337,000 ) $ 15,902,000 Common Stock Additional Paid-In Accumulated Shares Amount Capital Deficit Total Balance at December 31, 2021 1,782,000 $ 18,000 $ 16,296,000 $ ( 13,121,000 ) $ 3,193,000 Issuance of common stock, net 4,000 — 28,000 — 28,000 Value of stock-based compensation — — 30,000 — 30,000 Net income — — — 62,000 62,000 Balance at March 31, 2022 1,786,000 $ 18,000 $ 16,354,000 $ ( 13,059,000 ) $ 3,313,000 Issuance of common stock, net 1,000 — 11,000 — 11,000 Value of stock-based compensation — — 29,000 — 29,000 Issuance of common stock upon vesting of restricted stock units 6,000 — — — — Net loss — — — ( 1,084,000 ) ( 1,084,000 ) Balance at June 30, 2022 1,793,000 $ 18,000 $ 16,394,000 $ ( 14,143,000 ) $ 2,269,000 Value of stock-based compensation — — 32,000 — 32,000 Issuance of common stock upon vesting of restricted stock units 3,000 — — — - Net income — — — 11,801,000 11,801,000 Balance at September 30, 2022 1,796,000 $ 18,000 $ 16,426,000 $ ( 2,342,000 ) $ 14,102,000 See accompanying notes to condensed consolidated financial statements. 5 Table of Contents Lendway, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30 2023 2022 Operating Activities: Net loss $ 2,738,000 $ 10,779,000 Income from discontinued operations, net of tax ( 2,422,000 ) ( 12,392,000 ) Gain from sale of discontinued operations, net of tax ( 2,970,000 ) - Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities of continuing operations: Depreciation and amortization 3,000 - Stock-based compensation expense 43,000 91,000 Changes in operating assets and liabilities: Receivable from escrow account ( 200,000 ) - Income tax receivable 2,000 4,000 Prepaid expenses and other ( 96,000 ) 64,000 Accounts payable ( 41,000 ) 85,000 Accrued liabilities 630,000 ( 114,000 ) Accrued income taxes ( 12,000 ) ( 659,000 ) Net cash used in operating activities of continuing operations ( 2,325,000 ) ( 2,142,000 ) Net cash provided by operating activities of discontinued operations 1,735,000 12,530,000 Net cash (used in) provided by operating activities ( 590,000 ) 10,388,000 Investing Activities: Proceeds from sale of business 1,581,000 - Purchases of property and equipment ( 24,000 ) - Net cash provided by investing activities of continuing operations 1,557,000 - Net cash used in investing activities of discontinued operations ( 24,000 ) ( 25,000 ) Net cash provided by (used in) investing activities 1,533,000 ( 25,000 ) Financing Activities: Proceeds from issuance of common stock, net 9,000 39,000 Repurchase of common stock, net ( 437,000 ) - Net cash (used in) provided by financing activities ( 428,000 ) 39,000 Increase in cash and cash equivalents and restricted cash 515,000 10,402,000 Cash and cash equivalents and restricted cash at beginning of period 14,524,000 3,851,000 Cash and cash equivalents and restricted cash at end of period $ 15,039,000 $ 14,253,000 Supplemental disclosures for cash flow information: Cash paid during the period for income taxes $ 79,000 $ 5,000 Non-cash financing activity: Purchase of property and equipment included in accounts payable $ 2,000 $ - Common stock issued for accrued liabilities $ 148,000 $ - See accompanying notes to condensed consolidated financial statements. 6 Table of Contents Lendway, Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Description of Business and Basis of Presentation. Description of Business . Lendway, Inc., a Delaware corporation (the “Company), is building a scalable non-bank lending business (the “Lending Business”) to purchase existing loans or originate and fund new loans, all of which will be secured by collateral. On August 4, 2023, the Company changed its name from “Insignia Systems, Inc.” and reincorporated from Minnesota to Delaware. As part of the name change, the Company’s common stock now trades under the symbol “LDWY” on The Nasdaq Stock Market LLC. As described in Note 2, on August 3, 2023, the Company completed the sale of certain assets and certain liabilities relating to the Company’s legacy business of providing in-store advertising solutions to brands, retailers, shopper marketing agencies and brokerages (the “In-Store Marketing Business”) for a price of $3.5 million, subject to escrows and a post-closing adjustment. Basis of Presentation . The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Securities and Exchange Commission (“SEC”) Regulation S-X. They do not include all information and footnotes required by U.S. GAAP for complete financial statements. However, except as described herein, there has been no material change in the information disclosed in the notes to financial statements included in the Company’s financial statements as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 2023 (the Form 10-K). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying condensed balance sheet as of December 31, 2022 has been derived from the audited balance sheet as of December 31, 2022 contained in the Form 10-K. The operations of the In-Store Marketing Business are presented as discontinued operations beginning with this Quarterly Report on Form 10-Q for the three months ended September 30, 2023, the period in which the sale of the In-Store Marketing Business met the criteria as discontinued operations. All prior periods presented have been restated to present the In-Store Marketing Business as discontinued operations. The condensed consolidated financial statements include the accounts of the Company, its subsidiary, Farmland Credit, Inc., a Minnesota corporation (“FCI”), and FCI’s subsidiaries, Farmland Credit FR, LLC and Farmland Credit AV, LLC. 2. Sale of In-Store Marketing Business and Presentation as Discontinued Operations. On August 3, 2023, the Company completed the sale of certain assets and certain liabilities relating to the Company’s In-Store Marketing Business for a price of $ 3.5 million to TIMIBO LLC, an affiliate of Park Printing, Inc. (the “Buyer”), under an Asset Purchase Agreement (the “Purchase Agreement”). The Company retained accounts receivable, as well as cash, cash equivalents and marketable securities. The cash consideration for the sale was subject to a post-closing adjustment depending on the net balance of (i) cash received by the Company for programs that remained unexecuted as of August 3, 2023, minus (ii) the payments made by the Company to vendors for unexecuted programs. The final purchase adjustment for the net balance was to reduce the cash consideration by $ 1.5 million, with the Company retaining an equal amount of cash that had been received for unexecuted programs. Under the Purchase Agreement, $ 200,000 was escrowed for a twelve-month period for any future claims, as defined in the Purchase Agreement, by the Buyer against the Company. 7 Table of Contents Lendway, Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The gain on sale of the In-Store Marketing Business before income taxes was determined as follows: Sale price $ 3,500,000 Carrying value of assets sold, less liablities ( 247,000 ) Transaction costs not previously expensed ( 209,000 ) Gain on sale of In-Store Marketing Business $ 3,044,000 The Company incurred transaction-related severance and other separation benefits in connection with the termination of certain officers and employees of the discontinued operations of approximately $ 490,000 , as well as retention award payouts totaling $ 343,000 , of which $ 48,000 was included in continuing operations, and employee bonuses totaling $ 164,000 , each of which was recorded as expense in the three months ended September 30, 2023. The results of the In-Store Marketing Business have been presented as discontinued operations and the related assets and liabilities have been classified as related to discontinued operations for all periods presented. The carrying amounts of major classes of assets and liabilities that were reclassified as related to discontinued operations on the Condensed Consolidated Balance Sheet were as follows: December 31, 2022 Current Assets: Accounts receivable $ 5,557,000 Inventories 29,000 Prepaid production costs 535,000 Other prepaid expense 50,000 Current assets related to discontinued operations $ 6,171,000 Other Assets: Property and equipment, net $ 71,000 Operating lease right-of-use assets 144,000 Non-current assets related to discontinued operations $ 215,000 Current Liabilities: Accounts payable $ 2,515,000 Sales tax 717,000 Accrued liabilities 1,003,000 Current portion of operating lease liabilities 4,000 Deferred revenue 2,427,000 Current liabilities related to discontinued operations $ 6,666,000 Long-Term Liabilities: Operating lease liabilities $ 140,000 Non-current liabilities related to discontinued operations $ 140,000 8 Table of Contents Lendway, Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Results of discontinued operations are summarized below: Three Months Ended Nine Months Ended September 30 September 30 2023 2022 2023 2022 Net services revenues $ 1,976,000 $ 4,869,000 $ 21,018,000 $ 14,271,000 Cost of services 1,568,000 4,031,000 16,067,000 11,737,000 Gross Profit 408,000 838,000 4,951,000 2,534,000 Operating Expenses: Selling 410,000 294,000 1,135,000 926,000 Marketing 210,000 249,000 806,000 787,000 General and administrative 142,000 268,000 642,000 647,000 Total Operating Expenses 762,000 811,000 2,583,000 2,360,000 Gain from litigation settlement, net — 12,000,000 — 12,000,000 Operating Income (Loss) ( 354,000 ) 12,027,000 2,368,000 12,174,000 Other income 21,000 17,000 54,000 45,000 (Loss) income from discontinued operations before income taxes ( 333,000 ) 12,044,000 2,422,000 12,219,000 Income tax benefit — ( 191,000 ) — ( 173,000 ) (Loss) income from discontinued operations, net of tax $ ( 333,000 ) $ 12,235,000 $ 2,422,000 $ 12,392,000 Gain from sale of discontinued operations before income taxes 3,044,000 — 3,044,000 — Income tax expense 74,000 — 74,000 — Gain from sale of discontinued operations, net of tax $ 2,970,000 $ — $ 2,970,000 $ — The accounting policies for the discontinued In-Store Marketing Business, including for revenue recognition, are disclosed in the notes to financial statements included in the Company’s Annual Report on Form 10-K. In July 2019, the Company filed suit against News Corporation, News America Marketing FSI L.L.C., and News America Marketing In-Store Services L.L.C. (collectively, “News America”), alleging violations of federal and state antitrust and tort laws by News America. On July 1, 2022, the Company entered into a $ 20 million settlement agreement with News America. The agreement resulted in net proceeds before income tax of $ 12,000,000 for the Company, which was recorded as a gain on litigation settlement in the discontinued operations of the In-Store Marketing Business during the three months ended September 30, 2022. For the three and nine months ended September 30, 2023, the Company recorded income tax expense on discontinued operations of $ 74,000 and $ 74,000 , respectively. For the three and nine months ended September 30, 2022, the Company recorded income tax benefit from discontinued operations of $ 191,000 and $ 173,000 respectively. The income tax benefit for 2022 included a decrease of approximately $ 678,000 in unrecognized tax benefits related to state exposure in the third quarter of 2022, which reduced accrued income taxes and increased the current tax benefit. 9 Table of Contents Lendway, Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 3. Summary of Significant Accounting Policies. Cash and Cash Equivalents and Restricted Cash. The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the statement of cash flows: September 30, December 31, 2023 2022 Cash and cash equivalents $ 14,954,000 $ 14,439,000 Restricted cash 85,000 85,000 Total cash, cash equivalents and restricted cash $ 15,039,000 $ 14,524,000 Subsequent to September 30, 2023 the restriction on the cash was released back to the Company, as it was related to a lease that transferred to the Buyer of the In-Store Marketing Business. Stock-Based Compensation . The Company measures and recognizes compensation expense for all stock-based payments at fair value. Restricted stock units and awards are valued at the closing market price of the Company’s stock as of the date of the grant. The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options and employee stock purchase plan rights. The determination of the fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as by assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. During the nine-month periods ended September 30, 2023 and 2022 no equity awards were issued by the Company, except those awarded to non-employee members of the Board of Directors in August 2022. In August 2022, non-employee members of the Board of Directors received restricted stock grants totaling 6,248 shares pursuant to the 2018 Equity Incentive Plan (the “2018 Plan”). The shares underlying the awards were assigned a value of $ 9.60 per share, which was the closing price of the Company’s common stock on the date of grant, for a total grant date value of $ 60,000 . The shares vested on July 26, 2023. In June 2021, non-employee members of the Board of Directors received restricted stock grants totaling 5,514 shares pursuant to the 2018 Equity Incentive Plan. The shares underlying the awards were assigned a value of $ 8.16 per share, which was the closing price of the Company’s common stock on the date of grant, for a total grant date value of $ 45,000 . The shares vested on June 1, 2022. The Company estimated the fair value of stock-based awards granted during the three and nine months ended September 30, 2023, under the Company’s employee stock purchase plan using the following weighted average assumptions: expected life of 1 .0 year, expected volatility of 95.2 %, dividend yield of 0 % and risk-free interest rate of 4.7 %. Due to the sale of the In-Store Marketing Business, the plan year for the Company’s employee stock purchase plan was amended to end on July 31, 2023. At July 31, 2023 participants purchased 338 shares. During the three months ended September 30, 2023, the Company issued 22,382 shares of common stock in settlement of $ 148,000 of total deferred fees due to two non-employee director’s departure from the Board of Directors. Total stock-based compensation expense recorded for the three and nine months ended September 30, 2023 was $ 7,000 and $ 43,000 , respectively, and for the three and nine months ended September 30, 2022 was $ 32,000 and $ 91,000 , respectively. Net (Loss) Income per Share . Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average shares outstanding and excludes any potential dilutive effects of stock options and restricted stock units and awards. Diluted net (loss) income per share gives effect to all dilutive potential common shares outstanding during the period. In determining diluted net income (loss) per share, whether net income from continuing operations is positive or negative controls whether dilutive shares are included in the determination. For all periods presented, net income from continuing operations is negative, a net loss. Accordingly, since including dilutive shares would dilute the loss from continuing operations, no dilutive shares are included in any of the per share calculations. 10 Table of Contents Lendway, Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Due to the net loss from continuing operations incurred during the three and nine months ended September 30, 2023 and 2022, all outstanding stock awards were considered anti-dilutive for those periods. At September 30, 2022 and 2023 options to purchase 14,086 shares of common stock with a weighted average exercise price of $ 14.17 , were outstanding. Weighted average common shares outstanding for the three and nine months ended September 30, 2023 and 2022 were as follows: Three Months Ended Nine Months Ended September 30 September 30 2023 2022 2023 2022 Denominator for basic net income (loss) per share - weighted average shares 1,785,000 1,795,000 1,793,000 1,790,000 Effect of dilutive securities: Stock options and restricted stock units — — — — Denominator for diluted net income (loss) per share - weighted average shares 1,785,000 1,795,000 1,793,000 1,790,000 Restructuring. In connection with the change in the Company’s strategy to the Lending Business, the Company’s prior CEO, Kristine A. Glancy, departed on August 31, 2023. Included in general and administrative expense of continuing operations is expense of $ 926,000 relating to change of control and other severance related payments and benefits to Ms. Glancy. As of September 30, 2023, $ 650,000 remains to be paid to Ms. Glancy and is included in accrued compensation . 4. Leases. At September 30, 2023, the Company has a month-to-month operating lease with a related party with monthly payments of $ 375 . As part of the sale of the in-store marketing business, the headquarters lease was assigned to the Buyer as a part of the sale of the In-Store Marketing Business, and the other significant lease was terminated. The amounts included in “Other” below relate to an office lease that was terminated effective September 30, 2023. The cost components in continuing operations of the Company’s operating leases were as follows for the three and nine month periods ended September 30, 2023 and 2022: Three months ended September 30 Nine months ended September 30 2023 2022 2023 2022 Related party lease $ 1,000 $ - $ 2,000 $ - Other 5,000 3,000 13,000 11,000 Total $ 6,000 $ 3,000 $ 15,000 $ 11,000 5. Income Taxes. For the three and nine months ended September 30, 2023, the Company recorded income tax (benefit) of $( 11,000 ) and $( 4,000 ), respectively, or 0.6 % and 0.1 % of loss from continuing operations before taxes, respectively. For the three and nine months ended September 30, 2022, the Company recorded income tax expense of $ 1,000 and $ 5,000 respectively, or ( 0.2 )% and ( 0.3 )% of loss from continuing operations before taxes, respectively. The income tax expense (benefit) for the three and nine months ended September 30, 2023 and 2022 is comprised of federal and state taxes. The Company reassesses its effective rate each reporting period and adjusts the annual effective rate if deemed necessary, based on projected annual income (loss). The actual tax expense attributable to from continuing operations income before taxes differs from the expected tax expense computed by applying the U.S. federal corporate income tax rate of 21 % as follows: 11 Table of Contents Lendway, Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Nine months ended September 30, 2023 2022 Federal statutory rate 21.0 % 21.0 % Stock-based awards 0.0 ( 0.6 ) State taxes 3.5 3.6 Impact of uncertain tax positions 0.5 0.0 Valuation allowance ( 24.5 ) ( 24.6 ) Other ( 0.4 ) 0.3 Effective federal income tax rate 0.1 % ( 0.3 )% Deferred income taxes are determined based on the estimated future tax effects of differences between the financial statements and tax basis of assets and liabilities given the provisions of enacted tax laws. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which it operates, estimates of future taxable income and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustment to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria. As of September 30, 2023, and December 31, 2022, the Company had unrecognized tax benefits totaling $ 41,000 and $ 53,000 , respectively, including interest, which relates to state nexus issues. The amount of the unrecognized tax benefits, if recognized, that would affect the effective income tax rates of future periods is $ 41,000 . The Company recorded a decrease of $ 16,000 in unrecognized tax benefits related to state income tax exposure in the third quarter of 2023 which reduced accrued income taxes and increased income tax benefit. At December 31, 2022, the Company had Federal net operating loss (NOL) to carry forward of approximately $ 2,900,000 . As of September 30, 2023, the Company estimates remaining Federal NOL carryforwards to be approximately $ 1,390,000 . Federal NOL utilization is limited to 80% of estimated taxable income. The estimated NOL carry forward will be adjusted at year end for actual results. 6. Stock Repurchase Plan. On August 28, 2023, the Company’s Board of Directors authorized the repurchase of up to 400,000 shares of the Company’s common stock. The plan allows the purchases to be made in the open market or in privately negotiated transactions. The plan does not obligate the Company to repurchase any particular number of shares; and may be suspended anytime at the Company’s discretion. For the three months ended September 30, 2023 the Company repurchased 75,345 shares for $ 437,000 . 7. Legal Proceedings. The Company is subject to various legal matters in the normal course of business. The outcome of these matters is not expected to have a material effect on the Company’s financial position or results of operations. 12 Table of Contents