What changed in this filing

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Item 1. Financial Statements

2023-09-11 compared with 2023-06-12 · 128 added, 86 removed, 307 unchanged (41% of the section changed)

32 unchanged sentences

Accrued compensation and employee benefits 10,983 9,554 6,873

Income tax payable 3,325 — —

Current portion of long-term debt 32,256 7,360 22,736

5 unchanged sentences

Accrued pension expenses 10,827 10,676 15,238

Income tax payable 85 79 76

Long-term debt, less current portion 14,261 14,384 14,504

9 unchanged sentences

Authorized 25,000,000 shares, $ 0.01 par value;

issued and outstanding 16,210,985 shares at 4/30/2023 and 1/31/2023, and 16,102,023 at 4/30/2022

issued and outstanding 16,347,314 shares at 7/31/2023 and 16,210,985 at 1/31/2023 and 7/31/2022

Additional paid-in capital 121,030 120,890 120,684

4 unchanged sentences

See accompanying notes to unaudited condensed consolidated financial statements.

Unaudited Condensed Consolidated Statements of Operations

Unaudited Condensed Consolidated Statements of Income

Three months ended

5 unchanged sentences

Selling, general and administrative expenses 27,324 20,671

Operating loss ( 1,312 ) ( 4,744 )

Unrealized gain on investment in trust account ( 299 ) —

Operating income 21,254 11,174

Unrealized (gain) loss on investment in trust account ( 325 ) 305

Pension expense 161 196

Interest expense 1,083 698

Loss before income taxes ( 1,886 ) ( 5,366 )

Income tax benefit ( 444 ) ( 282 )

Net loss $ ( 1,442 ) $ ( 5,084 )

Net loss per common share:

Income before income taxes 20,335 9,975

Income tax expense 4,801 295

Net income $ 15,534 $ 9,680

Net income per common share:

Basic $ 0.95 $ 0.60

4 unchanged sentences

See accompanying notes to unaudited condensed consolidated financial statements.

Unaudited Condensed Consolidated Statements of Comprehensive Loss

Unaudited Condensed Consolidated Statements of Income

Six months ended

7/31/2023 7/31/2022

(In thousands, except per share data)

Net sales $ 142,264 $ 114,881

Costs of goods sold 80,484 73,329

Gross profit 61,780 41,552

Selling, general and administrative expenses 41,838 35,122

Operating income 19,942 6,430

Unrealized (gain) loss on investment in trust account ( 624 ) 305

Pension expense 322 391

Interest expense 1,795 1,125

Income before income taxes 18,449 4,609

Income tax expense 4,357 13

Net income $ 14,092 $ 4,596

Net income per common share:

Basic $ 0.87 $ 0.29

Diluted $ 0.87 $ 0.29

Weighted average shares of common stock outstanding:

Basic 16,242 16,071

Diluted 16,257 16,071

See accompanying notes to unaudited condensed consolidated financial statements.

Unaudited Condensed Consolidated Statements of Comprehensive Income

Three months ended

1 unchanged sentence

(In thousands)

Net loss $ ( 1,442 ) $ ( 5,084 )

Net income $ 15,534 $ 9,680

Other comprehensive income:

Pension adjustments (net of tax expense of $ 0 and $ 0 at April 30, 2023 and 2022, respectively)

Net comprehensive loss $ ( 1,442 ) $ ( 4,949 )

Pension adjustments — 135

Net comprehensive income $ 15,534 $ 9,815

See accompanying notes to unaudited condensed consolidated financial statements.

Unaudited Condensed Consolidated Statements of Comprehensive Income

Six months ended

7/31/2023 7/31/2022

(In thousands)

Net income $ 14,092 $ 4,596

Other comprehensive income:

Pension adjustments — 270

Net comprehensive income $ 14,092 $ 4,866

See accompanying notes to unaudited condensed consolidated financial statements.

Unaudited Condensed Consolidated Statements of Cash Flows

Three months ended

Six months ended

7/31/2023 7/31/2022

1 unchanged sentence

Operating activities

Net loss $ ( 1,442 ) $ ( 5,084 )

Adjustments to reconcile net loss to net cash used in operating activities:

Net income $ 14,092 $ 4,596

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization 2,455 2,259

5 unchanged sentences

Amortization of net actuarial loss for pension plans — 270

Non-cash unrealized gain on investment ( 299 ) —

Non-cash unrealized (gain) loss on investment ( 624 ) 305

Surrender of life insurance policies ( 95 ) —

Changes in operating assets and liabilities:

8 unchanged sentences

Capital expenditures ( 2,795 ) ( 1,524 )

Purchases of marketable securities in trust accounts — ( 4,856 )

Proceeds from sale of marketable securities in trust accounts — 2,112

Proceeds from surrendering life insurance policies — 2,744

Net cash used in investing activities ( 2,795 ) ( 1,524 )

3 unchanged sentences

Payment on deferred financing costs ( 175 ) ( 200 )

Tax withholding payments on share-based compensation ( 110 ) ( 213 )

Net cash provided by financing activities 24,488 22,314

Net decrease in cash ( 432 ) ( 820 )

Net increase in cash 543 820

Cash at beginning of period 1,057 1,359

2 unchanged sentences

Unaudited Consolidated Statements of Changes in Stockholders' Equity

Three-Month Period Ended April 30, 2023

Three-Month Period Ended July 31, 2023

In thousands, except share data Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholder's Equity

Balance at May 1, 2023 16,210,985 $ 162 $ 120,993 $ ( 52,073 ) $ ( 2,360 ) $ 66,722

Net income — — — 15,534 — 15,534

Cash dividends — — — — — —

Pension adjustments — — — — — —

Shares vested and others 136,329 2 ( 112 ) — — ( 110 )

Stock compensation expense — — 149 — — 149

Balance at July 31, 2023 16,347,314 $ 164 $ 121,030 $ ( 36,539 ) $ ( 2,360 ) $ 82,295

Three-Month Period Ended July 31, 2022

In thousands, except share data Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholder's Equity

Balance at May 1, 2022 16,102,023 $ 161 $ 120,745 $ ( 72,262 ) $ ( 5,894 ) $ 42,750

Net income — — — 9,680 — 9,680

Cash dividends — — — — — —

Pension adjustments — — — — 135 135

Shares vested and others 108,962 1 ( 214 ) — — ( 213 )

Stock compensation expense — — 153 — — 153

Balance at July 31, 2022 16,210,985 $ 162 $ 120,684 $ ( 62,582 ) $ ( 5,759 ) $ 52,505

Six-Month Period Ended July 31, 2023

In thousands, except share data Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholder's Equity

Balance at February 1, 2023 16,210,985 $ 162 $ 120,890 $ ( 50,631 ) $ ( 2,360 ) $ 68,061

Net loss — — — ( 1,442 ) — ( 1,442 )

Net income — — — $ 14,092 — 14,092

Cash dividends — — — — — —

Pension adjustments, net of tax effect of $ 0

Pension adjustments — — — — — —

Shares vested and others 136,329 2 ( 112 ) — — ( 110 )

Stock compensation expense — — 252 — — 252

Balance at April 30, 2023 16,210,985 $ 162 $ 120,993 $ ( 52,073 ) $ ( 2,360 ) $ 66,722

Three-Month Period Ended April 30, 2022

Balance at July 31, 2023 16,347,314 $ 164 $ 121,030 $ ( 36,539 ) $ ( 2,360 ) $ 82,295

Six-Month Period Ended July 31, 2022

In thousands, except share data Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholder's Equity

Balance at February 1, 2022 16,102,023 $ 161 $ 120,492 $ ( 67,178 ) $ ( 6,029 ) $ 47,446

Net loss — — — ( 5,084 ) — ( 5,084 )

Net income — — — $ 4,596 — 4,596

Cash dividends — — — — — —

Pension adjustments, net of tax effect of $ 0

— — — — 135 135

Pension adjustments — — — — 270 270

Shares vested and others 108,962 1 ( 214 ) — — ( 213 )

Stock compensation expense — — 406 — — 406

Balance at April 30, 2022 16,102,023 $ 161 $ 120,745 $ ( 72,262 ) $ ( 5,894 ) $ 42,750

Balance at July 31, 2022 16,210,985 $ 162 $ 120,684 $ ( 62,582 ) $ ( 5,759 ) $ 52,505

See accompanying notes to unaudited condensed consolidated financial statements.

Notes to unaudited Condensed Consolidated Financial Statements

April 30, 2023

July 31, 2023

Basis of Presentation

4 unchanged sentences

In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

Operating results for the three months ended April 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2024.

Operating results for the three months and six months ended July 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2024.

The balance sheet at January 31, 2023 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements.

10 unchanged sentences

Second, many customers during this period are educational institutions and government entities, which tend to pay accounts receivable slower than commercial customers.

Historically Virco ships approximately 50 % of its annual revenue in the months of June, July, and August.

In fiscal 2022, the seasonal peak was distorted due to severe supply chain interruptions, labor shortages, and COVID-19 related employee absences and the Company delivered less than 40 % of sales during June, July, and August.

In fiscal year ended January 31, 2023, the Company started to return to the traditional seasonality and delivered approximately 47 % of annual sales in June, July, and August.

The Company’s working capital requirements during and in anticipation of the peak summer season require management to make estimates and judgments that affect assets, liabilities, revenues and expenses, and related contingent assets and liabilities.

14 unchanged sentences

The Company has determined that the performance obligations are satisfied at a point in time when the Company completes delivery per the customer contract.

The majority of sales are free on board ("FOB") destination where the destination is specified per the customer contract and may include delivering the furniture into the classroom, school site or warehouse.

The majority of sales are free on board ("FOB") destination where the destination is specified per the customer contract and may

include delivering the furniture into the classroom, school site or warehouse.

Sales of furniture that are sold FOB factory are typically made to resellers of our product who in turn provide logistics to the ultimate customer.

16 unchanged sentences

The Company records the cost of excess capacity as a period expense, not as a component of capitalized inventory valuation.

Inventory increased by $ 19,343,000 at April 30, 2023 compared to April 30, 2022.

The entire increase in inventory was attributable to increased quantity.

The cost and valuation of inventory was stable.

The quantity of inventory was increased in response to a material increase in unshipped sales orders (backlog).

The majority of the backlog is scheduled for delivery during the traditional seasonal peak from June through August.

The increase in inventory was financed by increased borrowing under the Company’s line of credit with PNC Bank and increased vendor credit, which traditionally increases with increased purchases of materials.

The following table presents a breakdown of the Company’s inventories as of April 30, 2023, January 31, 2023 and April 30, 2022:

The following table presents a breakdown of the Company’s inventories as of July 31, 2023, January 31, 2023 and July 31, 2022:

7/31/2023 1/31/2023 7/31/2022

11 unchanged sentences

Lease expense for our operating leases is recognized on a straight-line basis over the lease term.

The Company has an operating lease for its corporate office, manufacturing and distribution facility located in Torrance, CA, currently with a remaining lease term through April 2025.

The Company has an operating lease for its corporate office and manufacturing and distribution facility located in Torrance, CA, currently with a remaining lease term through April 2025.

The Company's lease terms include options to extend or terminate the lease only when it is reasonably certain that we exercise that option.

The Company leases equipment under a 5-year operating lease arrangement.

The Company leases equipment under a 5-

year operating lease arrangement.

The Company has the option of buying the assets at the end of the lease period at a price that does not result in the Company being reasonably certain of exercising the option.

9 unchanged sentences

The quantitative information regarding our leases is as follows:

Three Months Ended

Three Months Ended Six Months Ended

7/31/2023 7/31/2022 7/31/2023 7/31/2022

10 unchanged sentences

Weighted-average discount rate 6.36 % 6.38 %

Minimum future lease payments for operating leases in effect as of April 30, 2023, are as follows:

Minimum future lease payments for operating leases in effect as of July 31, 2023, are as follows:

Operating Lease

22 unchanged sentences

Substantially all of the Borrowers' accounts receivable are automatically and promptly swept to repay amounts outstanding under the Restated Credit Agreement upon receipt by the Borrowers.

Due to this automatic liquidating nature of the Restated Credit Agreement, if the Borrowers breach any covenant, violate any representation

or warranty or suffer a deterioration in their ability to borrow pursuant to the borrowing base calculation, the Borrowers may not have access to cash liquidity unless provided by PNC at its discretion.

Due to this automatic liquidating nature of the Restated Credit Agreement, if the Borrowers breach any covenant, violate any representation or warranty or suffer a deterioration in their ability to borrow pursuant to the borrowing base calculation, the Borrowers may not have access to cash liquidity unless provided by PNC at its discretion.

The other material terms of the Restated Credit Agreement are substantially the same as those of the original Credit Agreement, consisting of (i) a revolving line of credit with a Maximum Revolving Advance Amount of $ 65.0 million that is subject to a borrowing base limitation and generally provides for advances of up to 85 % of eligible accounts receivable, plus a percentage equal to the lesser of 60 % of the value of eligible inventory or 85 % of the liquidation value of eligible inventory, plus $ 15.0 million from January through July of each year, minus undrawn amounts of letters of credit and reserves and (ii) an equipment loan of $ 2.0 million.

3 unchanged sentences

The Restated Credit Agreement also contains certain financial covenants, including covenants requiring a minimum fixed charge coverage ratio and limits on capital expenditures.

The Company was in compliance with its debt covenants as of April 30, 2023.

The Company was in compliance with its debt covenants as of July 31, 2023.

The Company's revolving line of credit with PNC is structured to provide seasonal credit availability during the Company's peak summer season.

Approximately $ 16.6 million was available for borrowing as of April 30, 2023.

The interest rate range for outstanding loan balances during the quarter ended April 30, 2023 was 7.65 % to 9.75 %.

Approximately $ 30.5 million was available for borrowing as of July 31, 2023.

The interest rate range for outstanding loan balances during the quarter ended July 31, 2023 was 8.19 % to 10.25 %.

The Company also incurs a fee on the unused portion of the revolving line of credit at a rate of 0.375 %.

1 unchanged sentence

The original note was dated August 2017 for $ 5.8 million, at a fixed rate of 4 % per year and 20 years term.

The outstanding amount under this note was $ 4.6 million as of April 30, 2023.

The outstanding amount under this note was $ 4.5 million as of July 31, 2023.

On May 19, 2023, the Company entered into Amendment No.

7 unchanged sentences

Increase in the Applicable Margin (as defined in the Credit Agreement) of 25 basis points.

Management believes that the carrying value of debt approximated fair value at April 30, 2023, as all of the long-term debt bears interest at variable rates based on prevailing market conditions.

Management believes that the carrying value of debt approximated fair value at July 31, 2023, as all of the long-term debt bears interest at variable rates based on prevailing market conditions.

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized.

1 unchanged sentence

As a part of this evaluation, the Company assesses all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, the availability of tax carry backs, tax-planning strategies, and results of recent operations, to determine whether sufficient future taxable income will be generated to realize existing deferred tax assets.

Valuation allowances of $ 575,000 , $ 864,000 and $ 10,099,000 as of April 30, 2023, January 31, 2023 and April 30, 2022, respectively, are needed for federal deferred tax assets and certain state net operating loss carryforwards to reduce the carrying amount of deferred tax assets to an amount that is more likely than not to be realized.

For the three months ended April 30, 2023 and 2022, the effective income tax rates were 23.5 % and 5.3 %, respectively.

The change in effective tax rates for the three months ended April 30, 2023 was primarily due to the change in forecasted mix of income before federal and state income taxes and estimated permanent differences.

The effective tax rate for the three months

ended April 30, 2022 was primarily due to the recording of a valuation allowance needed for federal deferred tax assets and certain state net operating loss carryforwards.

Valuation allowances of $ 390,000 , $ 864,000 and $ 9,241,000 as of July 31, 2023, January 31, 2023 and July 31, 2022, respectively, are needed for federal deferred tax assets and certain state net operating loss carryforwards to reduce the carrying amount of deferred tax assets to an amount that is more likely than not to be realized.

For the three months ended July 31, 2023 and 2022, the effective income tax rates were 23.6 % and 3.0 %, respectively.

For the six months ended July 31, 2023 and 2022, the effective income tax rates were 23.6 % and 0.3 %, respectively.

The change in effective tax rates for the three and six months ended July 31, 2023 was primarily due to the change in forecasted mix of income before federal and state income taxes and estimated permanent differences.

The effective tax rate for the three and six months ended July 31, 2022 was primarily due to the recording of a valuation allowance needed for federal deferred tax assets and certain state net operating loss carryforwards.

The January 31, 2018 and subsequent fiscal years remain open for examination by the IRS and state tax authorities.

The Company is not currently under any state examination.

Net Loss per Share

Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding.

The following table sets forth the computation of basic net loss per share:

Three Months Ended

Net Income per Share

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

Three Months Ended Six Months Ended

7/31/2023 7/31/2022 7/31/2023 7/31/2022

(In thousands, except per share data)

Net loss $ ( 1,442 ) $ ( 5,084 )

Weighted average shares of common stock outstanding 16,211 16,033

Dilutive effect of common stock equivalents from equity incentive plans (a) — —

Totals 16,211 16,033

Net loss per share - basic $ ( 0.09 ) $ ( 0.32 )

Net loss per share - diluted $ ( 0.09 ) $ ( 0.32 )

(a) At April 30, 2023 and 2022, approximately 85,000 and 169,000 shares of common stock equivalents were excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive since the Company reported a net loss.

Net income $ 15,534 $ 9,680 $ 14,092 $ 4,596

Weighted average shares of common stock outstanding - basic 16,272 16,108 16,242 16,071

Dilutive effect of common stock equivalents from equity incentive plans 22 — 15 —

Weighted average shares of common stock outstanding - diluted 16,294 16,108 16,257 16,071

Net income per share - basic $ 0.95 $ 0.60 $ 0.87 $ 0.29

Net income per share - diluted $ 0.95 $ 0.60 $ 0.87 $ 0.29

Stock-Based Compensation

Stock Incentive Plan

The Company's two stock incentive plans are the 2019 Omnibus Equity Incentive Plan (the “2019 Plan”) and the 2011 Stock Incentive Plan (the “2011 Plan”).

The 2011 Plan expired in 2021 and no new award may be made under the 2011 Plan.

Under the 2019 Plan, the Company may grant an aggregate of up to 1,000,000 shares to its employees in the form of restricted stock units and non-employee directors in the form of restricted stock awards.

Under the Company's 2019 Omnibus Equity Incentive Plan (the “2019 Plan”), the Company may grant an aggregate of up to 1,000,000 shares to its employees and non-employee directors in the form of restricted stock units, restricted stock awards and stock options.

Restricted stock units and awards granted under the 2019 Plan are expensed ratably over the vesting period of the awards.

The Company determines the fair value of its restricted stock units or awards and related compensation expense as the difference between the market value of the units or awards on the date of grant less the exercise price of the units or awards granted.

During the three-month period ended April 30, 2023, the Company granted 0 awards, vested 0 shares according to their terms and forfeited 0 shares under the 2019 Plan.

As of April 30, 2023, there were approximately 608,435 shares available for future issuance under the 2019 Plan.

The following table summarizes the stock-based compensation expense related to restricted stock awards recognized in the Company's statement of operations for the three months ended April 30, 2023 and 2022:

Three Months Ended

During the three-month and six-month periods ended July 31, 2023, the Company granted 70,510 awards, vested 93,600 shares according to their terms and forfeited 0 shares under the 2019 Plan.

As of July 31, 2023, there were approximately 537,925 shares available for future issuance under the 2019 Plan.

The following table summarizes the stock-based compensation expense related to restricted stock awards recognized in the Company's statements of operations for the three and six months ended July 31, 2023 and 2022:

Three Months Ended Six Months Ended

7/31/2023 7/31/2022 7/31/2023 7/31/2022

3 unchanged sentences

Total stock-based compensation expense $ 149 $ 153 $ 252 $ 406

As of April 30, 2023, there was $ 446,000 of unrecognized compensation expense related to unvested restricted stock units and/or awards, which is expected to be recognized over a weighted average period of approximately 1 year.

As of July 31, 2023, there was $ 572,000 of unrecognized compensation expense related to unvested restricted stock units and/or awards, which is expected to be recognized over a weighted average period of approximately 1 year.

Retirement Plans

5 unchanged sentences

There is no service cost incurred under the VIP Plan.

The following table summarizes t he net periodic pension cost for the Pension Plan and the VIP Plan for the three months ended April 30, 2023 and 2022:

Three Months Ended

The following table summarizes t he net periodic pension cost for the Pension Plan and the VIP Plan for the three and six months ended July 31, 2023 and 2022:

Three Months Ended Six Months Ended

7/31/2023 7/31/2022 7/31/2023 7/31/2022

11 unchanged sentences

The plan includes Virco stock as one of the investment options.

At April 30, 2023 and 2022, the plan held 1,320,482 shares and 1,165,985 shares of Virco stock, respectively.

For the three months ended April 30, 2023 and 2022, the compensation costs incurred for employer match, which is paid in the form of Company stock, was $ 403,000 and $ 330,000 respectively.

At July 31, 2023 and 2022, the plan held 1,415,111 shares and 1,221,095 shares of Virco stock, respectively.

For the three-month period ended July 31, 2023 and 2022, the compensation costs incurred for employer match, which is paid in the form of Company stock, was $ 319,000 and $ 322,000 respectively.

For the six-month period ended July 31, 2023 and 2022, the compensation costs incurred for employer match, which is paid in the form of Company stock, was $ 722,000 and $ 652,000 respectively.

Warranty Accrual

2 unchanged sentences

Effective February 1, 2014 the Company modified its warranty to a limited lifetime warranty.

The warranty effective February 1, 2014, is not anticipated to have a significant effect on warranty expense.

The warranty was effective February 1, 2014, is not anticipated to have a significant effect on warranty expense.

Effective January 1, 2017, the Company modified the standard warranty offered on products sold after January 1, 2017 to provide specific warranty periods by product component, with no warranty period longer than ten years .

1 unchanged sentence

The Company accrues an estimate of its exposure to warranty claims based upon both product sales data and an analysis of actual warranty claims incurred.

The following is a summary of the Company’s warranty-claim activity for the three months ended April 30, 2023 and 2022:

Three Months Ended

The following is a summary of the Company’s warranty-claim activity for the three and six months ended July 31, 2023 and 2022:

Three Months Ended Six Months Ended

7/31/2023 7/31/2022 7/31/2023 7/31/2022

6 unchanged sentences

The Company has a self-insured retention for product losses up to $ 250,000 per occurrence, workers’ compensation liability losses up to $ 250,000 per occurrence, general liability losses up to $ 50,000 per occurrence and automobile liability losses up to $ 50,000 per occurrence.

The Company has purchased insurance to cover losses in excess of the self-insurance retention or deductible up to a limit of $ 30,000,000 .

The Company has purchased insurance to cover losses in excess of the self-insurance retention or

deductible up to a limit of $ 30,000,000 .

The Company has obtained an actuarial estimate of its total expected future losses for liability claims and recorded a liability equal to the net present value.

2 unchanged sentences

Delivery Costs

For the three months ended April 30, 2023 and 2022, shipping and classroom delivery costs of approximately $ 3,343,000 and $ 3,254,000 , respectively, were included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

For the three months ended July 31, 2023 and 2022, shipping and classroom delivery costs of approximately $ 9,991,000 and $ 7,129,000 , respectively, were included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

For the six months ended July 31, 2023 and 2022, shipping and classroom delivery costs of approximately $ 13,334,000 and $ 10,383,000 , respectively, were included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

Subsequent Events

On May 19, 2023, the Company executed Amendment No.

3 to the Restated Credit Agreement, with an effective date of May 5, 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