# TaoWeave, Inc.: Form 10-Q for the period ended Sep 30, 2022

- Company: [TaoWeave, Inc.](/companies/twav.md) (CIK 746210)
- Form: 10-Q
- Filed: 2022-11-10
- Accepted by EDGAR: Nov 10, 2022, 21:13 ET
- Period: 2022-09-30
- Accession: 0000746210-22-000047
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/746210/000074621022000047/glow-20220930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/746210/000074621022000047/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2022-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2022-07-01 to 2022-09-30 | $1.2m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Revenue | 9 months, 2022-01-01 to 2022-09-30 | $4.0m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Gross profit | 3 months, 2022-07-01 to 2022-09-30 | $344.0k | us-gaap:GrossProfit |
| Gross profit | 9 months, 2022-01-01 to 2022-09-30 | $1.3m | us-gaap:GrossProfit |
| Research and development | 3 months, 2022-07-01 to 2022-09-30 | $232.0k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2022-01-01 to 2022-09-30 | $1.6m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2022-07-01 to 2022-09-30 | −$7.2m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2022-01-01 to 2022-09-30 | −$20.7m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2022-07-01 to 2022-09-30 | −$3.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2022-01-01 to 2022-09-30 | $8.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2022-07-01 to 2022-09-30 | −$7.2m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2022-01-01 to 2022-09-30 | −$20.7m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2022-07-01 to 2022-09-30 | −$0.23 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2022-01-01 to 2022-09-30 | −$0.67 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2022-07-01 to 2022-09-30 | −$0.23 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2022-01-01 to 2022-09-30 | −$0.67 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2022-07-01 to 2022-09-30 | 30,816,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2022-01-01 to 2022-09-30 | 30,816,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2022-01-01 to 2022-09-30 | −$4.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2022-01-01 to 2022-09-30 | $11.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2022-09-30 | $4.1m | us-gaap:Cash |
| Current assets | at 2022-09-30 | $6.4m | us-gaap:AssetsCurrent |
| Total assets | at 2022-09-30 | $7.4m | us-gaap:Assets |
| Current liabilities | at 2022-09-30 | $2.4m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2022-09-30 | $2.6m | us-gaap:Liabilities |
| Shareholders' equity | at 2022-09-30 | $4.8m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 24,559 characters.

### Overview

We are a provider of patented multi-stream collaboration products and managed services for video collaboration and network solutions.

### Mezzanine™ Product Offerings

Our flagship product is called Mezzanine™, a family of turn-key products that enable dynamic and immersive visual collaboration across multi-users, multi-screens, multi-devices, and multi-locations. Mezzanine™ allows multiple people to share, control and arrange content simultaneously, from any location, enabling all participants to see the same content in its entirety at the same time in identical formats, resulting in dramatic enhancements to both in-room and virtual videoconference presentations. Applications include video telepresence, laptop and application sharing, whiteboard sharing and slides. Spatial input allows content to be spread across screens, spanning different walls, scalable to an arbitrary number of displays and interaction with our proprietary wand device. Mezzanine™ substantially enhances day-to-day virtual meetings with technology that accelerates decision making, improves communication, and increases productivity. Mezzanine™ scales up to support the most immersive and commanding innovation centers; across to link labs, conference spaces, and situation rooms; and down for the smallest work groups. Mezzanine’s digital collaboration platform can be sold as delivered systems in various configurations for small teams to total immersion experiences. The family includes the 200 Series (two display screen), 300 Series (three screen), and 600 Series (six screen). We also sell maintenance and support contracts related to Mezzanine™.

Historically, customers have used Mezzanine™ products in traditional office and operating center environments such as conference rooms or other presentation spaces. As discussed below, sales of our Mezzanine product have been adversely affected by commercial response to the COVID-19 pandemic. Like many technology companies in recent months, we will continue to monitor and manage our costs relative to demand with the goal of growing the Company’s revenue in the future. To the extent we believe new investments in product development, marketing, or sales are warranted as a result of changes in market demand, we believe additional capital will be required to fund those efforts and our ongoing operations.

### Managed Services for Video Collaboration

We provide a range of managed services for video collaboration, from automated to orchestrated, to simplify the user experience in an effort to drive adoption of video collaboration throughout our customers’ enterprise. We deliver our services through a hybrid service platform or as a service layer on top of our customers’ video infrastructure. We provide our customers with i) managed videoconferencing, where we set up and manage customer videoconferences and ii) remote service management, where we provide 24/7 support and management of customer video environments.

### Managed Services for Network

We provide our customers with network solutions that ensure reliable, high-quality and secure traffic of video, data and internet. Network services are offered to our customers on a subscription basis. Our network services business carries variable costs associated with the purchasing and reselling of this connectivity.

### Oblong’s Results of Operations

### Three Months Ended September 30, 2022 (the “2022 Third Quarter”) compared to the Three Months Ended September 30, 2021 (the “2021 Third Quarter”)

### Segment Reporting

The Company currently operates in two segments: (1) “Collaboration Products,” which represents the Oblong Industries business surrounding our Mezzanine™ product offerings and (2) “Managed Services,” which represents the Oblong (formerly Glowpoint) business surrounding managed services for video collaboration and network solutions. Certain information concerning the Company’s segments for the three months ended September 30, 2022 is presented in the following table (in thousands):

|  | Three Months Ended September 30, 2022 Managed Services | Collaboration Products | Corporate | Total |
| --- | ---: | ---: | ---: | ---: |
| Revenue | $797 | $388 | $— | $1,185 |
| Cost of revenues | 552 | 289 | — | 841 |
| Gross profit | $245 | $99 | $— | $344 |
| Gross profit % | 31% | 26% |  | 29% |
| Allocated operating expenses | $— | $6,275 | $— | $6,275 |
| Unallocated operating expenses | — | — | 1,229 | 1,229 |
| Total operating expenses | $— | $6,275 | $1,229 | $7,504 |
| Income (loss) from operations | $245 | $(6,176) | $(1,229) | $(7,160) |
| Interest and other expense (income), net | 1 | (6) | — | (5) |
| Net income (loss) before tax | 246 | (6,170) | (1,229) | (7,155) |
| Income tax benefit | — | (3) | — | (3) |
| Net income (loss) | $246 | $(6,167) | $(1,229) | $(7,152) |

Unallocated operating expenses in Corporate include costs during the 2022 Third Quarter that are not specific to a particular segment but are general to the group; included are expenses incurred for administrative and accounting staff, general liability and other insurance, professional fees and other similar corporate expenses.

*Revenue.* Total revenue decreased 34% in the 2022 Third Quarter compared to the 2021 Third Quarter. The following table summarizes the changes in components of our revenue (in thousands), and the significant changes in revenue are discussed in more detail below.

| Revenue: Managed Services | Three Months Ended September 30, 2022 | % of Revenue | 2021 | % of Revenue |
| --- | ---: | ---: | ---: | ---: |
| Video collaboration services | $69 | 6% | $179 | 10% |
| Network services | 716 | 60% | 813 | 45% |
| Professional and other services | 12 | 1% | 14 | 1% |
| Total Managed Services revenue | $797 | 67% | $1,006 | 56% |
| Revenue: Collaboration Products |  |  |  |  |
| Visual collaboration product offerings | $385 | 33% | $771 | 43% |
| Licensing | 3 | —% | 22 | 1% |
| Total Collaboration Products revenue | 388 | 33% | 793 | 44% |
| Total revenue | $1,185 | 100% | $1,799 | 100% |

#### Managed Services

- The decrease in revenue for video collaboration services is mainly attributable to lower revenue from existing customers (either from reductions in price or level of services) and loss of customers to competition.
- The decrease in revenue for network services is mainly attributable to net attrition of customers and lower demand for our services given the competitive environment and pressure on pricing that exists in the network services business.
- We expect revenue declines in our Managed Services segment will continue in the future.

#### Collaboration Products

- The decrease in revenue for our product offerings is primarily attributable to the effects of the COVID-19 pandemic on our existing and target customers as they continue to evaluate behavioral changes in how and when employees choose to work from traditional office environments. The Company’s results reflect the challenges of long and unpredictable sales cycles, delays in customer retrofit budgets for commercial real estate spaces, project delays, and prospective orders in our distribution channels as a direct result of partner and customer implementation schedules shifting due to the COVID-19 pandemic. The COVID-19 pandemic in particular has, and may continue to have, a significant economic and business impact on our Company. During 2020, 2021 and the nine months ended September 30, 2022, we saw continued weakness in revenue as our partners and customers across all sectors delayed potential orders in reaction to the ongoing impacts of the pandemic that caused our customers to suspend or postpone technology changes/upgrades due to budget and occupancy uncertainties. We continue to monitor the impact of the pandemic on our customers, suppliers and logistics providers, and evaluate governmental actions being taken to curtail and respond to the spread of the virus. The significance and duration of the ongoing impact on us is still uncertain. Material adverse effects of the COVID-19 pandemic on market drivers, our partners and customers, suppliers or logistics providers may be expected to continue to significantly impact our operating results. We will continue to actively follow, assess and analyze the ongoing impact of the pandemic and adjust our organizational structure, strategies, plans and processes to respond. Because the situation continues to evolve, we cannot reasonably estimate the ultimate impact to our business, results of operations, cash flows and financial position that the pandemic may have. Continuation of the pandemic and government actions in response thereto could cause further disruptions to our operations and the operations of our customers, suppliers and logistics partners and may be expected to continue to significantly adversely affect our near-term and long-term revenues, earnings, liquidity and cash flows.

*Cost of Revenue (exclusive of depreciation and amortization and casualty loss).* Cost of revenue, exclusive of depreciation and amortization and casualty loss, includes all internal and external costs related to the delivery of revenue. Cost of revenue also includes taxes which have been billed to customers. Cost of revenue by segment is presented in the following table (in thousands):

| Cost of Revenue | Three Months Ended September 30, 2022 | 2021 |
| --- | ---: | ---: |
| Managed Services | $552 | $721 |
| Collaboration Products | 289 | 507 |
| Total cost of revenue | $841 | $1,228 |

The decrease in cost of revenue is mainly attributable to lower costs associated with the decrease in revenue during the same period. The Company’s gross profit as a percentage of revenue was 29% in the 2022 Third Quarter compared to 32% in the 2021 Third Quarter.

Operating expenses are presented in the following table (in thousands):

| Operating expenses: | Three Months Ended September 30, 2022 | 2021 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Research and development | $232 | $693 | $(461) | (67)% |
| Sales and marketing | 282 | 438 | (156) | (36)% |
| General and administrative | 1,229 | 1,628 | (399) | (25)% |
| Impairment charges | 5,169 | 254 | 4,915 | 1935% |
| Depreciation and amortization | 592 | 669 | (77) | (12)% |
| Total operating expenses | $7,504 | $3,682 | $3,822 | 104% |

*Research and Development*. Research and development expenses include internal and external costs related to developing new product offerings as well as features and enhancements to our existing product offerings. The decrease in research and development expenses for the 2022 Third Quarter compared to the 2021 Third Quarter is primarily attributable to lower personnel costs due to reduced headcount between these periods.

*Sales and Marketing Expenses*. The decrease in sales and marketing expenses for 2022 Third Quarter compared to the 2021 Third Quarter is mainly attributable to lower personnel costs due to reduced headcount between these periods.

*General and Administrative Expenses*. General and administrative expenses include direct corporate expenses and costs of personnel in the various corporate support categories, including executive, finance and accounting, legal, human resources and information technology. The decrease in general and administrative expenses for the 2022 Third Quarter compared to the 2021 Third Quarter is mainly attributable to a decrease in stock-based compensation expense.

*Impairment Charges.* The impairment charges of $5,169,000 in the 2022 Third Quarter were attributable to impairment of long-lived assets. In addition to the impairment charges of $5,132,000 related to intangible assets (see **Note 4 - Intangible Assets)** we also recorded impairment charges of $37,000 related to property and equipment in our Collaboration Products segment. The impairment in the 2021 Third Quarter was attributable to impairment charges on property and equipment and intangible assets no longer in service. Future declines of our revenue, cash flows and/or market capitalization may give rise to a triggering event that may require the Company to record impairment charges in the future related to our intangible assets and other long-lived assets.

*Depreciation and Amortization*. The decrease in depreciation and amortization expenses for the 2022 Third Quarter compared to the 2021 Third Quarter is mainly attributable to the disposition and impairment of certain assets during the second half of 2021 and the first nine months of 2022, as well as a decrease in depreciation as certain assets became fully depreciated.

*Loss from Operations.* The decrease in the Company’s loss from operations for the 2022 Third Quarter compared to the 2021 Third Quarter is mainly attributable to lower operating expenses as addressed above.

### Nine Months Ended September 30, 2022 compared to the Nine Months Ended September 30, 2021

### Segment Reporting

Certain information concerning the Company’s two segments for the nine months ended September 30, 2022 is presented in the following table (in thousands):

|  | Nine Months Ended September 30, 2022 Managed Services | Collaboration Products | Corporate | Total |
| --- | ---: | ---: | ---: | ---: |
| Revenue | $2,573 | $1,477 | $— | $4,050 |
| Cost of revenues | 1,722 | 1,078 | — | 2,800 |
| Gross profit | $851 | $399 | $— | $1,250 |
| Gross profit % | 33% | 27% |  | 31% |
| Allocated operating expenses | $57 | $17,804 | $— | $17,861 |
| Unallocated operating expenses | — | — | 4,104 | 4,104 |
| Total operating expenses | $57 | $17,804 | $4,104 | $21,965 |
| Income (loss) from operations | $794 | $(17,405) | $(4,104) | $(20,715) |
| Interest and other expense (income), net | 7 | (6) | — | 1 |
| Net income (loss) before tax | 787 | (17,399) | (4,104) | (20,716) |
| Income tax expense | 8 | — | — | 8 |
| Net income (loss) | $779 | $(17,399) | $(4,104) | $(20,724) |

Unallocated operating expenses in Corporate include costs during the nine months ended September 30, 2022 that are not specific to a particular segment but are general to the group; included are expenses incurred for administrative and accounting staff, general liability and other insurance, professional fees and other similar corporate expenses.

*Revenue.* Total revenue decreased 30% in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. The following table summarizes the changes in components of our revenue (in thousands), and the significant changes in revenue are discussed in more detail below.

| Revenue: Managed Services | Nine Months Ended September 30, 2022 | % of Revenue | 2021 | % of Revenue |
| --- | ---: | ---: | ---: | ---: |
| Video collaboration services | $264 | 7% | $700 | 21% |
| Network services | 2,260 | 56% | 2,524 | 77% |
| Professional and other services | 49 | 1% | 55 | 2% |
| Total Managed Services revenue | $2,573 | 64% | $3,279 | 57% |
| Revenue: Collaboration Products |  |  |  |  |
| Visual collaboration product offerings | $1,467 | 36% | $2,406 | 42% |
| Licensing | 10 | —% | 81 | 1% |
| Total Collaboration Products revenue | 1,477 | 36% | 2,487 | 43% |
| Total revenue | $4,050 | 100% | $5,766 | 100% |

#### Managed Services

- The decrease in revenue for video collaboration services is mainly attributable to lower revenue from existing customers (either from reductions in price or level of services) and loss of customers to competition.
- The decrease in revenue for network services is mainly attributable to net attrition of customers and lower demand for our services given the competitive environment and pressure on pricing that exists in the network services business.
- We expect revenue declines in our Managed Services segment will continue in the future.

#### Collaboration Products

- The decrease in revenue for our product offerings is primarily attributable to the effects of the COVID-19 pandemic on our existing and target customers as they continue to evaluate behavioral changes in how and when employees choose to work from traditional office environments, as discussed above in - Oblong’s Results of Operations - Three Months Ended September 30, 2022 (the “2022 Third Quarter”) compared to the Three Months Ended September 30, 2021 (the “2021 Third Quarter”).

*Cost of Revenue (exclusive of depreciation and amortization and casualty loss).* Cost of revenue, exclusive of depreciation and amortization and casualty loss, includes all internal and external costs related to the delivery of revenue. Cost of revenue also includes taxes which have been billed to customers. Cost of revenue by segment is presented in the following table (in thousands):

| Cost of Revenue | Nine Months Ended September 30, 2022 | 2021 |
| --- | ---: | ---: |
| Managed Services | $1,722 | $2,293 |
| Collaboration Products | 1,078 | 1,474 |
| Total cost of revenue | $2,800 | $3,767 |

The decrease in cost of revenue is mainly attributable to lower costs associated with the decrease in revenue during the same period. The Company’s gross profit as a percentage of revenue was 31% for the nine months ended September 30, 2022, and 35% for the nine months ended September 30, 2021.

Operating expenses are presented in the following table (in thousands):

| Operating expenses: | Nine months ended September 30, 2022 | 2021 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Research and development | $1,634 | $1,984 | $(350) | (18)% |
| Sales and marketing | 1,161 | 1,537 | (376) | (24)% |
| General and administrative | 4,104 | 5,078 | (974) | (19)% |
| Impairment charges | 12,715 | 302 | 12,413 | 4110% |
| Casualty loss | 533 | — | 533 | 100% |
| Depreciation and amortization | 1,818 | 2,098 | (280) | (13)% |
| Total operating expenses | $21,965 | $10,999 | $10,966 | 100% |

*Research and Development*. Research and development expenses include internal and external costs related to developing new product offerings as well as features and enhancements to our existing product offerings. The decrease in research and development expenses for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 is primarily attributable to lower personnel costs due to reduced headcount, partially offset by a $372,000 increase in consulting and outsourced labor costs between these periods.

*Sales and Marketing Expenses*. The decrease in sales and marketing expenses for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 is mainly attributable to lower office costs due to fewer real estate leases.

*General and Administrative Expenses*. General and administrative expenses include direct corporate expenses and costs of personnel in the various corporate support categories, including executive, finance and accounting, legal, human resources and information technology. The decrease in general and administrative expenses for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 is mainly attributable to decreases of $768,000 in stock-based expense and $167,000 in bad debt expense, and lower consulting and professional fees, partially offset by an increase in personnel expenses, primarily attributable to receiving an Employee Retention Credit (“ERC”) during the nine months ended September 30, 2021 and not during the nine months ended September 30, 2022.

*Impairment Charges.* The impairment charges in the nine months ended September 30, 2022 are attributable to impairment charges of $7,367,000 related to goodwill, $5,132,000 related to intangible assets, $37,000 related to property and equipment, and $179,000 related to right-of-use assets associated with two of our Los Angeles, CA leases. The impairment charges in the nine months ended September 30, 2021 were attributable to impairment charges on property and equipment and intangible assets no longer in service. Future declines of our revenue, cash flows and/or market capitalization may give rise to a triggering event that may require the Company to record impairment charges in the future related to our intangible assets and other long-lived assets.

*Casualty Loss.* During the second quarter of 2022, the Company discovered that $533,000 of inventory was stolen from the Company’s warehouse. This theft has been recorded as a casualty loss of $533,000 during the nine months ended September 30, 2022 on the Company’s condensed consolidated Statements of Operations. The theft is being investigated further by the Los Angeles, CA Sheriff’s Department and a claim has been filed with the Company’s insurance company. We are seeking to recover the majority of the loss through our insurance policies, and we will offset the casualty loss with the recognition of a gain of any proceeds should we subsequently receive them from our insurance company. No assurances can be provided that we will be successful in recovering any or all of the casualty loss.

*Depreciation and Amortization*. The decrease in depreciation and amortization expenses for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 is mainly attributable to the disposition and impairment of certain assets during the second half of 2021 and the first nine months of 2022 as well as a decrease in depreciation as certain assets became fully depreciated.

*Loss from Operations.* The increase in the Company’s loss from operations for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 is mainly attributable to higher operating expenses and lower revenue and gross profit as addressed above.

### Off-Balance Sheet Arrangements

As of September 30, 2022, we had no off-balance sheet arrangements.

### Inflation

Management does not believe inflation had a significant effect on the condensed consolidated financial statements for the periods presented.

### Critical Accounting Policies

There have been no changes to our critical accounting policies during the nine months ended September 30, 2022. Critical accounting policies and the significant estimates made in accordance with such policies are regularly discussed with our Audit Committee. Those policies are discussed under “*Critical Accounting Policies”* in “*Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”* as well as in our condensed consolidated financial statements and the footnotes thereto, each included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 29, 2022 (the “2021 Annual Report”).

### Liquidity and Capital Resources

As of September 30, 2022, we had $4,143,000 in cash and working capital of $4,029,000. For the nine months ended September 30, 2022, we incurred a net loss of $20,724,000 and used $4,876,000 of net cash in operating activities.

Our capital requirements in the future will continue to depend on numerous factors, including the timing and amount of revenue for the Company, customer renewal rates and the timing of collection of outstanding accounts receivable, in each case particularly as it relates to the Company’s major customers, the expense to deliver services, expense for sales and marketing, expense for research and development, and capital expenditures. We expect to continue to invest in product development and sales and marketing expenses with the goal of growing the Company’s revenue in the future. The Company believes that, based on its current projection of revenue, expenses, capital expenditures, and cash flows, it will not have sufficient resources to fund its operations for the next twelve months following the filing of this Report. We believe additional capital will be required to fund operations and provide growth capital including investments in technology, product development and sales and marketing. To access capital to fund operations or provide growth capital, we will need to raise capital in one or more debt and/or equity offerings. There can be no assurance that we will be successful in raising necessary capital or that any such offering will be on terms acceptable to the Company. If we are unable to raise additional capital that may be needed on terms acceptable to us, it could have a material adverse effect on the Company. The factors discussed above raise substantial doubt as to our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from these uncertainties.

## Market risk

As filed, 135 characters.

As a “*smaller reporting company”* as defined by the rules and regulations of the SEC, we are not required to provide this information.

## Controls and procedures

As filed, 1,434 characters.

#### Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2022. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2022, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and are designed to ensure that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

#### Changes in Internal Control Over Financial Reporting

No change in our internal control over financial reporting occurred during the fiscal quarter ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 661 characters.

A description of the risks associated with our business, financial conditions and results of operations is set forth in “*Part I. Item 1A. Risk Factors”* of our 2021 Annual Report and in “*Part II. Item 1A. Risk Factors”* of our Q2 2022 Quarterly Report. There have been no material changes to these risks during the nine months ended September 30, 2022. The risks described in the 2021 Annual Report and the Q2 2022 Quarterly Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Filed Nov 10, 2022.
Source: SEC EDGAR, the filing index for accession 0000746210-22-000047. Last ingested by Listed: Oct 24, 2026, 14:54 ET. No prices; not investment advice.