What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-31 compared with 2024-04-01 · 211 added, 150 removed, 133 unchanged (73% of the section changed)

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for the periods indicated.

The discussion should be read in conjunction with our unaudited condensed consolidated financial statements

and the related notes included elsewhere in this Registration Statement and the audited financial statements and the other information

set forth in the Registration Statement.

In addition to historical information, the following Management’s Discussion and Analysis

of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties.

results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed

herein and any other periodic reports filed and to be filed with the SEC.

The discussion should be read in conjunction with our audited consolidated financial statements and the related

notes included elsewhere in this Annual Report on Form 10-K.

In addition to historical information, the following Management’s

Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties.

Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors

discussed herein and any other periodic reports filed and to be filed with the SEC.

company, LQR House Inc., intends to become the full-service digital marketing and brand development face of the alcoholic beverage

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wholly owned and third-party clients will increase brand recognition thereof, and drive sales thereof through our e-commerce platform

May 2024, we acquired a minority stake of common shares of Cannon Estate Winery Ltd., a British Columbia corporation, an owner of Cannon

Estate Winery.

In June 2024, we acquired a minority stake of

common shares of DRNK Beverage Corp., a British Columbia corporation (which became Chase Mocktails Ltd.), operating in the non-alcoholic

and ready-to-drink beverage markets.

As of December 31, 2024, the Company has recorded an impairment based on its evaluation of the investee.

to the consolidated financial statements for further disclosure.

Services and Brands We Market

House is an American online retailer of alcohol products.

CWS Platform is a leading American online retailer specializing in alcohol products,

striving to become the most trusted and convenient destination for online alcohol purchases.

Combining the personalized service of a neighborhood alcohol shop with the efficiency of

e-commerce, we offer a wide selection of products, including our exclusive brand, SWOL Tequila,

all at competitive prices with fast shipping and around-the-clock convenience.

of our brand is a commitment to exceptional customer service, driving us to continuously

innovate our operations for an enhanced shopping experience.

From user-friendly website navigation

and a top-rated mobile app to detailed order tracking and personalized product recommendations,

we are revolution izing the

online alcohol shopping experience, ensuring customer satisfaction remains paramount in all

our endeavors.

The CWS Platform is an American online

retailer specializing in selling alcohol products, striving to become the most trusted and convenient destination for online alcohol

Combining the personalized service of a neighborhood alcohol shop with the efficiency of e-commerce, we offer a wide selection

of products, including our exclusive brand, SWOL Tequila, all at competitive prices with fast shipping and around-the-clock convenience.

At the heart of our brand is a commitment to exceptional customer service, driving us to continuously innovate our operations for an

enhanced shopping experience.

From user-friendly website navigation and a top-rated mobile app to detailed order tracking and personalized

product recommendations, we are revolutionizing the online alcohol shopping experience, ensuring customer satisfaction remains paramount

in all our endeavors.

following products and services constitute the core elements of our business model and allow us to serve various types of customers in

the alcohol industry, including individual consumers, wholesalers, and third-party alcohol brands:

Tequila is a limited-edition blend of Añejo Tequila made in exclusive batches

of up to 10,000 bottles and represents the first installment under our “SWOL”

trademark with application number 2345291 and registration number 2141431 which was originally

owned by Dollinger Innovations and transferred over to us pursuant to the Tequila Asset Purchase

Pursuant to the Tequila Asset Purchase Agreement, we purchased all of the right,

title and interest in the trademarks SWOL and all associated trade dress and intellectual

property rights and all labels, logos and other branding bearing the SWOL marks or any mark

substantially similar to the same.

Tequila bearing the “SWOL” trademark is produced

by Casa Cava de Oro S.A., an authentic tequila distillery in Jalisco, Mexico, imported into

the United States through Rilo by CWS and sold to retail customers in the United States

via the CWS Platform and in CWS’s physical locations.

is the exclusive membership program for the CWS Platform, which is offered and managed

by the Company.

We receive the subscriptions fees generated by this program.

CWS Platform, users can sign up for this exclusive membership where they will have access

Tequila is a limited-edition blend of tequila made in exclusive batches of up to 10,000 bottles which was originally owned

by Dollinger Innovations and transferred over to us pursuant to the Tequila Asset Purchase Agreement.

Pursuant to the Tequila Asset

Purchase Agreement, we purchased all of the right, title and interest in the trademarks SWOL and all associated trade dress and intellectual

property rights and all labels, logos and other branding bearing the SWOL marks or any mark substantially similar to the same.

bearing the “SWOL” trademark is produced by Casa Cava de Oro S.A., an authentic tequila distillery in Jalisco, Mexico,

imported into the United States through Rilo Import & Export (“Rilo”) by Country Wine & Spirits LLC (“CWS”)

and sold to retail customers in the United States via the CWS Platform and in CWS’s physical locations.

is the exclusive membership program for the CWS Platform, which is offered and managed by the Company.

We receive the subscriptions

fees generated by this program.

Through the CWS Platform, users can sign up for this exclusive membership where they will have access

to all products available through CWS combined with special membership benefits.

Vino will be a wine subscription service marketed on the CWS Platform that will offer

a selection of vintage and limited production wines.

Through the CWS Platform, users will

be able to sign up for this exclusive membership where they will have access to curated selections

of wine from around the world.

With Soleil Vino, we intend to create a premium wine subscription

service on the market with high qualities and diverse selections of wine offerings.

to an asset purchase agreement, dated May 31, 2021, between us and Dollinger Holdings

LLC, LQR House purchased all of the right, title and interest in all trademarks regardless

of registration status for Soleil Vino and all associated trade dress and intellectual property

rights, all labels, logos and other branding bearing the Soleil Vino marks or any mark substantially

similar to the same, and all website and all related digital and social media content including

but not limited to influencer networks, http://www.soleilvino.com , and all related

content, and all related sales channels was transferred.

House Marketing is a marketing service in which we utilize our marketing expertise

to help our wholly owned brands and third-party clients market their products to consumers.

For example, by engaging us for our marketing services, our clients gain the ability to advertise

and sell their brand on the CWS Platform.

Vino will be a wine subscription service marketed on the CWS Platform that will offer a selection of vintage and limited

production wines.

Through the CWS Platform, users will be able to sign up for this exclusive membership where they will have access

to curated selections of wine from around the world.

With Soleil Vino, we intend to create a premium wine subscription service on

the market with high qualities and diverse selections of wine offerings.

Pursuant to an asset purchase agreement, dated May 31,

2021, between us and Dollinger Holdings LLC, we purchased all of the right, title and interest in all trademarks regardless of registration

status for Soleil Vino and all associated trade dress and intellectual property rights, all labels, logos and other branding bearing

the Soleil Vino marks or any mark substantially similar to the same, and all website and all related digital and social media content

including but not limited to influencer networks, http://www.soleilvino.com , and all related content, and all related sales

channels was transferred.

House Marketing is a marketing service in which we utilize our marketing expertise to help our wholly owned brands and third-party

clients market their products to consumers.

For example, by engaging us for our marketing services, our clients gain the ability

to advertise and sell their brand on the CWS Platform.

Factors Affecting Our Financial Performance

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conditions and our market position.

ability to make profitable investments in complimentary business.

Growth Strategies

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Collaborative

We intend to develop leading brands for up-and-coming companies and

start-ups and align with celebrities and influencers with significant followings to

enhance their online marketing presence.

We intend to continue expanding and developing our existing SWOL brand

by purchasing and selling larger amounts of SWOL products to accelerate brand recognition

and increasing our marketing presence.

We intend to develop leading brands for up-and-coming companies and start-ups and align with celebrities

and influencers with significant followings to enhance their online marketing presence.

We intend to continue expanding and developing our existing SWOL brand by purchasing and selling larger amounts

of SWOL products to accelerate brand recognition and increasing our marketing presence.

Opportunistic

Acquisitions.

We intend to pursue opportunistic acquisitions with existing alcohol

brands and companies that have distribution licenses and physical storage locations and acquire

technology that complements our business.

We intend to pursue opportunistic acquisitions with existing alcohol brands and companies that have distribution

licenses and physical storage locations and acquire technology that complements our business.

of Operations

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following table sets forth key components of our results of operations during the years ended December 31, 2024 and 2023.

Ended December 31,

Year Ended December 31,

Revenue - services

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Cost of revenue - product

cost of revenue

Total cost of revenue

Gross profit (loss)

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Sales and marketing

Impairment of intangible asset

Total operating expenses

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(18,487,319 )

other expense

(15,576,724 )

Other income (expense):

Interest expense

Impairment of investment

Realized gain/(loss) on securities

Total other income

Provision for income taxes

$ (22,754,178 )

$ (15,747,724 )

$ (7,006,454 )

the years ended December 31, 2024 and 2023, service revenues were $117,965 and $474,048, respectively.

Service revenues are earned

as we contract with third-party alcoholic beverage brands to utilize access to the CWS Platform, as well as vault memberships beginning

in late 2022.

Service revenues increased by $3,689 as we slightly grew our marketing customer base with beverage brands.

the year ended December 31, 2023, product revenues were $646,574 compared to $130,772 in 2022.

The increase was due to $485,571 in revenues

generated from the CWS Platform after the acquisition in November 2023.

as we contract with third-party alcoholic beverage brands to utilize access to the CWS Platform, as well as vault memberships.

revenues decreased by $356,083 as more focus was emphasized on the CWS Platform.

the year ended December 31, 2024, product revenues were $2,383,695 compared to $646,574 in the similar 2023.

The increase of $1,737,121

in revenues is due to product sales via the CWS Platform after the acquisition in November 2023.

of Revenue and Gross Profit (Loss)

the years ended December 31, 2024 and 2023, service cost of revenues was $178,851 and $351,823, respectively.

Cost of revenues decreased

by $316,831 in 2023 due to our ability to support marketing campaigns via dedicated personnel and ceased certain digital ad costs to

support campaigns.

by $172,972 in 2024 due to decrease in service revenue.

In 2023, cost of revenues included amortization of the marketing license, which

was impaired as of December 31, 2023.

cost of revenues was $2,635,984 and $563,775 in the years ended December 31, 2024 and 2023, respectively.

The increase was due to product

and shipping costs associated with the CWS Platform acquisition in November 2023.

and shipping costs associated with the product sales via the CWS Platform, which was acquired in November 2023.

profit (loss) was ($313,175) and $205,024 for the years ended December 31, 2024 and 2023.

The Company has incurred gross losses in 2024

as it transitions its strategies from marketing to the CWS Platform.

Management is exploring various strategies, including customer acquisition

and new partnerships, to increase volume in order to achieve better gross margins in 2025.

and Administrative

the years ended December 31, 2023 and 2022, general and administrative expenses were $11,426,747 and $985,011, respectively.

2023, the Company recorded $5,552,500 in non-cash stock-based compensation expense due to the issuance of common shares for services

and $1,091,648 pertaining to the issuance of restricted stock units.

General and administrative expenses also increased due to

professional fees, personnel costs and other public company expenses as our operations scaled upon the IPO.

For the years ended December 31, 2024

and 2023, general and administrative expenses were $14,556,220 and $11,426,747, respectively.

General and administrative expenses

increased by $3,129,473 in 2024 as compared to 2023.

In 2024, the Company recorded $2,533,256 in non-cash stock-based compensation

expense pertaining to the issuance of restricted stock units as compared to $1,091,648 recorded in 2023.

General and administrative

expenses also increased due to personnel costs as the Company entered into several settlement, bonus and retention agreements

totaling $8,021,000 in late 2024 most of which were paid to insiders and related parties of the Company.

and retention agreements reflect strategic decisions made by the Company to retain key talent and incentivize critical personnel.

These bonus and retention agreements were based on strategic decisions made by the Company to retain key talent and incentivize critical

These were designed to ensure continuity in leadership and support the Company’s long-term goals, even though the Company

is not currently profitable.

and Marketing

the years ended December 31, 2023 and 2022, sales and marketing expenses were $2,480,001 and $655,151, respectively.

of $1,824,850 was primarily due to advertising and marketing and investor relation campaigns the Company entered into in the third and

fourth quarter of 2023.

For the years ended December 31, 2024 and 2023, sales and marketing

expenses were $3,617,924 and $2,480,001, respectively.

The increase of $1,137,923 was primarily due to advertising and marketing and investor

relation campaigns the Company entered into in late 2023, which extended throughout 2024.

Lastly, The Company determined it was no longer

pursuing the website development services as per its October 2023 agreement with X-Media.

As such, the full amount of the prepaid was

written of during the year, representing an expense of $2,150,000.

The amount was included in sales and marketing expenses in the consolidated

statements of operations.

For the year ended December 31, 2024, the Company

recognized an impairment expense $4,500,000 related to its investment in DRNK Beverage Corp, which was included in other income (expense)

in the consolidated statements of operations.

The impairment was triggered by a significant decline in the fair value of the Company’s

investment upon management’s review and monitoring of the investee.

the acquisition of the CWS Platform, the Company determined that the license under the CWS Agreement was no longer applicable as the

Company now maintained ownership over the Platform and the relevant marketing efforts.

As such, the Company recorded an impairment of

the remaining carrying value of $1,875,000.

the years ended December 31, 2023 and 2022, other expense was $171,000 and $0, respectively.

The other expense in 2023 was due to

interest on the Company’s note payable issued in August and September 2023.

loss for the years ended December 31, 2023 and 2022 was $15,747,724 and $1,842,175, respectively.

As such, during the year ended December 31, 2023,

the Company recorded an impairment of the remaining carrying value of $1,875,000.

Net loss for the years ended December 31, 2024 and 2023 was $22,754,178

and $15,747,724, respectively.

and Capital Resources

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our operations primarily through issuances of common stock and sales of our products and services.

accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction

of liabilities in the normal course of business.

The Company has not generated profits since inception, has sustained net losses of $15,747,724

and $1,842,175 for the years ended December 31, 2023 and 2022, and has negative cash flows from operations for the years ended December

31, 2023 and 2022.

Company has raised funds from the IPO (Note 1) and an additional $16.6 million from its public offerings in October and November 2023

(see Note 9).

However, the Company expects that its cash and cash equivalents as of the date of issuance of these unaudited interim condensed

financial statements may not be sufficient to fund its operating expenses and acquisition plans for at least one year.

The Company’s

ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from

operations to meet its obligations, which it has not been able to accomplish to date, or to obtain additional capital financing to support

current negative cash flow trends.

No assurance can be given that the Company will be successful in these efforts.

During the year ended December 31, 2024, the

Company issued an aggregate of 1,518,188 shares of common stock pursuant to at-the-market offering agreement, dated

September 13, 2024, between the Company and H.C.

Wainwright & Co., LLC, for net proceeds of $1,599,814.

The Company paid to H.C.

Wainwright & Co., LLC, as the sales agent a compensation with respect to sale of such shares in the amount of $48,018.

the Company has issued 13,816,082 shares of common stock pursuant to its ATM Agreement for net proceeds of $5,014,022.

The accompanying financial statements have been

prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course

The Company has not generated profits since inception, has sustained net losses of $22,754,178 and $15,747,724 for the years

ended December 31, 2024 and 2023, and has negative cash flows from operations $6,618,417 and $9,113,855 for the years ended December 31,

2024 and 2023 respectively.

The Company requires additional capital to operate and expects losses to continue for the foreseeable future.

These factors raise substantial doubts about the Company’s ability to continue as a going concern.

Company’s ability to continue as a going concern until it reaches profitability is dependent upon its ability to generate cash

from operating activities and to raise additional capital to fund operations.

Management is exploring various strategies, including customer

acquisition and new partnerships, to increase volume in order to achieve better gross margins and profitability.

The Company continues

to seek investment and acquisition opportunities which will help achieve its strategies.

Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient

cash flows from operations to meet its obligations, which it has not been able to accomplish to date, or to obtain additional capital

to fund operations through debt and/or equity financings.

Our failure to raise additional capital could have a negative impact on not

only our financial condition but also our ability to execute our business plan.

No assurance can be given that the Company will be successful

in these efforts.

Flow Activities

following table presents selected captions from our condensed statement of cash flows for the years ended December 31, 2024 and 2023:

Net cash used in operating activities

cash used in operating activities

$ (6,618,417 )

Net cash provided used in investing activities

$ (9,113,855 )

Net cash provided by financing activities

Net change in cash and cash equivalents

cash provided by (used in) investing activities

$ (5,342,574 )

cash provided by financing activities

change in cash and cash equivalents

$ (1,677,559 )

Cash Used in Operating Activities

Net cash used in operating activities for the

year ended December 31, 2024 was $6,618,417, primarily due to our net loss of $22,754,178, partially offset by non-cash charges

of $7,204,922 and $8,930,839 in cash provided by operating assets and liabilities.

cash used in operating activities for the year ended December 31, 2023 was $9,113,855, primarily due to our net loss of $15,747,724,

partially offset by non-cash charges of $8,727,481 and $2,093,612 in cash used in operating assets and liabilities.

cash used in operating activities for the year ended December 31, 2022 was $918,197, primarily due to our net loss of $1,842,175,

partially offset by non-cash charges of $567,875 and $356,103 in cash provided by operating assets and liabilities.

Cash Provided Used In Investing Activities

cash used in investing activities for the years ended December 31, 2023 and 2022 were $5,342,574 and $190,339, respectively, pertaining

to repayments from (advances to) CWS of $137,426 and ($190,339), and deposits in escrow of $5,470,000 and acquisition of CWS Platform

of $10,000 in 2023.

Cash Provided by (Used In) Investing Activities

cash provided by (used in) investing activities for the years ended December 31, 2024 and 2023 were 675,674 and ($5,342,574), respectively.

In 2024, the Company purchased marketable securities of $7,758,523, and sold securities of $7,764,197.

The Company also received $670,000 back

from an investment it was no longer pursuing.

2023, the Company had repayments from CWS of $137,426, and deposits in escrow of $5,470,000 and acquisition of CWS Platform of $10,000

Cash Provided by Financing Activities

cash provided in financing activities for the years ended December 31, 2023 and 2022 was $21,513,212 and $0, respectively.

Net cash provided by financing activities for the years ended December

31, 2024 and 2023 was $4,265,184 and $21,513,212, respectively.

In 2024, the Company received $3,350,020 in proceeds from private placement

offerings, $1,543,079 in net proceeds pursuant to public offerings, incurred $80,500 in offering cost.

The Company paid $547,415 for repurchase

2023, the Company received $955,000 in proceeds from the private placement offering, $950,000 from notes, $4,507,228 in net proceeds

pursuant to the IPO and $16,619,836 in net proceeds from the October and November offerings.

The Company paid $1,458,852 for the

repurchase of shares, and $60,000 for the cancellation of warrants.

Obligations and Related Party Transactions

The Company paid $1,458,852 for the repurchase

of shares, and $60,000 for the cancellation of warrants.

Commitment Agreement

November 1, 2023, the Company entered into a Funding Commitment Agreement with KBROS, the Product Handler pursuant to the Product Handling

Agreement as defined in Note 4.

Pursuant to this agreement, the Company commits to provide annual funding to the Product Handler from

time to time in the minimum amount of $2,500,000 to enable the Product Handler to purchase inventory from Company-approved vendors (“Vendors”)

and for other purposes set forth in the Product Handling Agreement.

The Company may combine all of the Company’s advances to Product

Handler or on Product Handler’s behalf, whether under this Agreement or any other agreement.

The Company may, without notice to

Product Handler, elect not to advance funding for any inventory sold by particular Vendors with respect to which the Company reasonably

feels insecure.

This Agreement concerns funding commitment, and not the purchase of Products from Product Handler or Vendors.

Related Party Transactions

See Note 8 to the accompanying consolidated financial

statements for further disclosure.

On November 1, 2023, the Company entered

into a Funding Commitment Agreement with KBROS, the Product Handler pursuant to the Product Handling Agreement as defined in Note 4.

Pursuant to this agreement, the Company committed to provide annual funding to the Product Handler from time to time in the minimum amount

of $2,500,000 to enable the Product Handler to purchase inventory from Company-approved vendors (“Vendors”).

may, without notice to Product Handler, elect not to advance funding for any inventory sold by particular Vendors with respect to which

the Company reasonably feels insecure.

This agreement concerns a funding commitment, and not the purchase of products from Product Handler

In October, 2024, the Company entered into a settlement

and release agreement with KBROS, and its controlling stockholder, for an aggregate amount equal to $4,100,000, which is included in general

and administrative expenses in the consolidated statements of operations.

As of December 31, 2024, $3,600,000 remained unpaid and was

included as accrued expenses on the consolidated balance sheet.

Of this amount, $1,800,000 was paid in 2025 and $1,800,000 remained unpaid

as of issuance date of these consolidated financial statements.

The Company no longer maintains its funding commitment

pursuant to the October 2024 settlement agreement.

Party Transactions

Note 9 to the accompanying consolidated financial statements for further disclosure.

Off-Balance Sheet

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Accounting Policies and Significant Judgements and Estimates

discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been

prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).

The preparation

of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and

liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported

expenses incurred during the reporting periods.

Our estimates are based on our historical experience and on various other factors

that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying

value of assets and liabilities that are not readily apparent from other sources.

Significant estimates and assumptions reflected in

these financial statements include, but are not limited to the valuation of assets acquired and liabilities assumed pursuant to

business combinations (see Note 4 to the financial statements) and stock-based compensation as it applies to the private company valuation

of common stock.

discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared

in accordance with generally accepted accounting principles in the United States (“GAAP”).

The preparation of these

financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the

disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during

the reporting periods.

Our estimates are based on our historical experience and on various other factors that we believe are reasonable

under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities

that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this

report, we believe that the following accounting policies are critical to understanding our historical and future performance, as

While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in

this report, we believe that the following accounting policies are critical to understanding our historical and future performance, as

these policies relate to the more significant areas involving management’s judgments and estimates.

We believe our most

critical accounting policies and estimates relate to the following:

We believe our most critical

accounting policies and estimates relate to the following:

accordance with FASB ASC 606, Revenue from Contracts with Customers , the Company determines revenue recognition through

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of the transaction price to the performance obligations in the contract;

● Recognition

of revenue when or as the performance obligations are satisfied.

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results at the test date.

Investments, at Cost

In accordance with FASB ASC Subtopic 321, Investments

– Others – Cost Method Investments , investments where the Company does not have a significant influence are accounted

The Company reviews all material investments on an annual basis to determine whether a significant event or change in circumstances

has occurred that may have an adverse effect on the fair value of the investment.

In the event the fair value of the investment declines

below the cost basis, the Company records an impairment.

As of December 31, 2024, the Company recognized

an impairment expense of $4,500,000 related to its investment in DRNK Beverage Corp, which was recorded within other income (expense)

in the consolidated statements of operations.

This impairment was triggered by company specific information and progress of the investee

against expectations.

The impairment also reflects the ongoing challenges in the marketplace and the reduced prospects for recovery

of the carrying value of the investment.

The Company continues to monitor the situation and will assess the need for any further adjustments

in future periods.

Stock-Based Compensation

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

are a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (the “Exchange

Act”) and are not required to provide the information required under this item.

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide information required under this item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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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-K

Item 7. Management’s Discussion and Analysis