# Rocky Brands, Inc.: Form 10-Q for the period ended Sep 30, 2023

- Company: [Rocky Brands, Inc.](/companies/rcky.md) (CIK 895456)
- Form: 10-Q
- Filed: 2023-11-08
- Accepted by EDGAR: Nov 8, 2023, 16:12 ET
- Period: 2023-09-30
- Accession: 0001437749-23-030948
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/895456/000143774923030948/rcky20230930_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/895456/000143774923030948/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-07-01 to 2023-09-30 | $125.6m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Revenue | 9 months, 2023-01-01 to 2023-09-30 | $335.9m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Cost of revenue | 3 months, 2023-07-01 to 2023-09-30 | $79.1m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2023-01-01 to 2023-09-30 | $208.0m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2023-07-01 to 2023-09-30 | $46.5m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2023-01-01 to 2023-09-30 | $127.9m | us-gaap:GrossProfit |
| Operating income | 3 months, 2023-07-01 to 2023-09-30 | $14.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2023-01-01 to 2023-09-30 | $20.6m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2023-07-01 to 2023-09-30 | $1.8m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2023-01-01 to 2023-09-30 | $980.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-07-01 to 2023-09-30 | $6.8m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2023-01-01 to 2023-09-30 | $3.7m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-07-01 to 2023-09-30 | $0.93 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2023-01-01 to 2023-09-30 | $0.50 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-07-01 to 2023-09-30 | $0.93 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2023-01-01 to 2023-09-30 | $0.50 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-07-01 to 2023-09-30 | 7,375,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2023-01-01 to 2023-09-30 | 7,374,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2023-01-01 to 2023-09-30 | $31.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2023-01-01 to 2023-09-30 | $2.9m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 9 months, 2023-01-01 to 2023-09-30 | $3.4m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2023-09-30 | $4.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2023-09-30 | $309.4m | us-gaap:AssetsCurrent |
| Total assets | at 2023-09-30 | $532.7m | us-gaap:Assets |
| Current liabilities | at 2023-09-30 | $89.7m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2023-09-30 | $316.0m | us-gaap:Liabilities |
| Long-term debt | at 2023-09-30 | $211.2m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2023-09-30 | $2.7m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2023-09-30 | $216.8m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 21,041 characters.

### OVERVIEW

During the third quarter of 2023, our financial performance improved, resulting in higher profitability, despite experiencing a decline in net sales over the third quarter of 2022. The decline in net sales over the year ago period was due to a difficult macroeconomic backdrop coupled with elevated inventory levels at many of our retail partners. However, we observed steady improvements in the third quarter compared to the first six months of the year.

In addition to the challenges faced in the third quarter, we experienced distribution challenges in 2021 that resulted in late delivery of Fall 2021 inventory into the first half of 2022, creating a difficult year-over-year comparison for the first nine months of 2023. Furthermore, the third quarter and first nine months of 2022 included net sales from the Servus and NEOS brands, which we divested on March 30, 2023 and September 30, 2022, respectively.

Although third quarter net sales did not reach year ago levels, our efforts to enhance our distribution and fulfillment capabilities along with cost reduction initiatives, including reduced freight rates, has allowed us to transform a 14.8% decrease in revenue into a 22.8% increase in operating income.

The upturn in our profitability during the third quarter of 2023 in comparison to the third quarter of 2022, can be attributed to improved gross margins and reduced operating expenses. The increase in gross margin as a percentage of net sales is due to several key factors. Notably, higher Wholesale segment gross margins resulted from the realization of pricing actions taken in the second half of 2022. Additionally, a reduction in inbound logistics costs and a greater proportion of Retail segment sales, which carry higher gross margins than our Wholesale and Contract Manufacturing segments, also contributed to the increase.

The decrease in operating expenses as a percentage of net sales was driven primarily by a decrease in out-bound freight expense and other variable expenses associated with lower sales and improved distribution center efficiencies compared with the year ago period as well as a decrease in discretionary spending.

During the first quarter of 2023, we divested the Servus brand. The gain of approximately $1.3 million on the sale of the Servus brand during the first quarter was recorded within Interest Expense and Other - net in the Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2023. The Servus brand was sold to allow us to focus on our more profitable core brands and allocate resources toward growth and development of additional opportunities with those brands moving forward.

We completed the sale of the NEOS brand during the third quarter 2022. The sale of NEOS inventory is recorded within net sales and cost of goods sold within the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022. The gain on sale of the NEOS assets is recorded as a reduction of operating expenses within the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022.

### RESULTS OF OPERATIONS

The following tables set forth, for the periods indicated, information derived from our Unaudited Condensed Consolidated Financial Statements, expressed as a percentage of net sales. The discussion that follows each table should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements as well as our annual report on Form 10-K for the year ended December 31, 2022.

|  | Three Months Ended September 30, 2023 | 2022 | Nine Months Ended September 30, 2023 | 2022 |
| --- | ---: | ---: | ---: | ---: |
| Net sales | 100.0% | 100.0% | 100.0% | 100.0% |
| Cost of goods sold | 63.0 | 64.8 | 61.9 | 64.6 |
| Gross margin | 37.0 | 35.2 | 38.1 | 35.4 |
| Operating expenses | 25.7 | 27.3 | 31.9 | 29.0 |
| Income from operations | 11.3% | 7.9% | 6.2% | 6.4% |

### Three Months Ended September 30, 2023 compared to Three Months Ended September 30, 2022

*($ in thousands)*

| NET SALES: | Three Months Ended September 30, 2023 | 2022 | Inc./ (Dec.) | Inc./ (Dec.) |
| --- | ---: | ---: | ---: | ---: |
| Wholesale | $99,716 | $120,742 | $(21,026) | (17.4)% |
| Retail | 24,523 | 23,429 | 1,094 | 4.7 |
| Contract Manufacturing | 1,375 | 3,315 | (1,940) | (58.5) |
| Total Net Sales | $125,614 | $147,486 | $(21,872) | (14.8)% |

Wholesale net sales for the third quarter of 2023 and 2022 were $99.7 million and $120.7 million, respectively. Excluding $3.6 million of net sales associated with the disposition of inventory assets from the sale of the NEOS brand, Wholesale net sales for the third quarter of 2022 were $117.1 million. The decrease in Wholesale net sales in the third quarter of 2023 versus the prior year period was primarily due to elevated inventory levels at our retail partners within our Wholesale channel and a difficult macroeconomic backdrop. Additionally, the three months ended September 30, 2022 included net sales under the Servus brand, which was divested prior to the third quarter of 2023.

The increase in Retail net sales for the three months ended September 30, 2023 compared to the same period last year was primarily due to enhanced digital marketing efforts in our branded e-Commerce business.

Contract Manufacturing sales decreased in the third quarter of 2023 compared to the third quarter of 2022 due to the expiration of certain contracts with the U.S. Military.

*($ in thousands)*

| GROSS MARGIN: | Three Months Ended September 30, 2023 | 2022 | Inc./ (Dec.) |
| --- | ---: | ---: | ---: |
| Wholesale Margin $'s | $34,599 | $40,007 | $(5,408) |
| Margin % | 34.7% | 33.1% | 1.6% |
| Retail Margin $'s | $11,781 | $11,413 | $368 |
| Margin % | 48.0% | 48.7% | (0.7)% |
| Contract Manufacturing Margin $'s | $158 | $510 | $(352) |
| Margin % | 11.5% | 15.4% | (3.9)% |
| Total Margin $'s | $46,538 | $51,930 | $(5,392) |
| Margin % | 37.0% | 35.2% | 1.8% |

Wholesale gross margin for the third quarter of 2023 was $34.6 million or 34.7% of net sales compared to gross margin for the prior period of $40.0 million or 33.1% of net sales. Excluding the impact on gross margin related to the disposition of inventory assets from the sale of the NEOS brand, Wholesale gross margin was $38.9 million, or 33.2% of adjusted net sales, for the third quarter of 2022. The increase in Wholesale gross margin as a percentage of net sales was primarily due to the realization of pricing actions taken in the second half of 2022 as well as lower in-bound logistics costs compared to the year ago period.

The reduction in Retail gross margin as a percentage of net sales for the three months ending September 30, 2023 compared to the same period last year, was attributed to our deliberate promotion of products on our e-Commerce platforms, aimed at optimizing inventory levels.

Contract Manufacturing gross margin as a percentage of net sales decreased in the third quarter of 2023 compared to the third quarter of 2022 due to certain private label contracts that carried lower margins.

*($ in thousands)*

| OPERATING EXPENSES: | Three Months Ended September 30, 2023 | 2022 | Inc./ (Dec.) | Inc./ (Dec.) |
| --- | ---: | ---: | ---: | ---: |
| Operating Expenses | $32,259 | $40,305 | $(8,046) | (20.0)% |
| % of Net Sales | 25.7% | 27.3% | -1.6% |  |

In the third quarter of 2023, operating expenses were $30.7 million or 24.5% of net sales, excluding $0.7 million of Acquisition-related amortization, $0.4 million of expenses related to the closure of our Rock Island manufacturing facility, and $0.5 million of restructuring costs. In the third quarter of 2022, operating expenses were $39.5 million or 27.4% of adjusted net sales, excluding $0.8 million of Acquisition-related amortization and $0.03 million related to the disposition of assets.

The reduction in operating expenses, both in total and as a percentage of net sales in the third quarter of 2023 compared to the third quarter of 2022 was attributed to lower outbound freight costs and other variable expenses stemming from decreased sales volumes, as well as enhanced efficiencies at our distribution centers. Furthermore, a decrease in discretionary spending and a more streamlined operating structure in the third quarter of 2023 compared to the year ago period also contributed to these lower operating expenses.

*($ in thousands)*

| INCOME TAXES: | Three Months Ended September 30, 2023 | 2022 | Inc./ (Dec.) | Inc./ (Dec.) |
| --- | ---: | ---: | ---: | ---: |
| Income Tax (Benefit) Expense | $1,803 | $1,753 | $50 | 2.9% |
| Effective Tax Rate | 20.9% | 23.5% | (2.6)% |  |

The decrease in our effective tax rate in the third quarter of 2023 compared to the same year ago period was due to changes in our projected income generated from our international business for fiscal year 2023 compared to fiscal year 2022.

### Nine Months Ended September 30, 2023 compared to Nine Months Ended September 30, 2022

*($ in thousands)*

| NET SALES: | Nine Months Ended September 30, 2023 | 2022 | Inc./ (Dec.) | Inc./ (Dec.) |
| --- | ---: | ---: | ---: | ---: |
| Wholesale | $251,228 | $385,858 | $(134,630) | (34.9)% |
| Retail | 79,114 | 78,070 | 1,044 | 1.3 |
| Contract Manufacturing | 5,539 | 12,621 | (7,082) | (56.1) |
| Total Net Sales | $335,881 | $476,549 | $(140,668) | (29.5)% |

For the nine months ended September 30, 2023 and 2022, Wholesale net sales were $252.8 million and $382.3 million, respectively, excluding returns resulting from a supplier-related dispute in the current period and net sales relating to the disposition of inventory assets from the sale of the NEOS brand in the prior period. The decrease in Wholesale sales for the nine months ended September 30, 2023 was due to elevated inventory levels at our retail partners within our Wholesale channel and a softer demand environment compared to the year ago period. In addition, distribution challenges in 2021 resulted in late delivery of Fall 2021 inventory into the first half of 2022, creating a tough year-over-year comparison. Furthermore, the nine months ended September 30, 2023 included nine months of net sales from the Servus brand which was divested in the first quarter of 2023.

Retail net sales increased for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily due to enhanced digital marketing efforts in our branded e-Commerce business.

The decrease in Contract Manufacturing sales for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was due to the expiration of certain contracts with the U.S. Military.

*($ in thousands)*

| GROSS MARGIN: | Nine Months Ended September 30, 2023 | 2022 | Inc./ (Dec.) |
| --- | ---: | ---: | ---: |
| Wholesale Margin $'s | $89,084 | $128,775 | $(39,691) |
| Margin % | 35.5% | 33.4% | 2.1% |
| Retail Margin $'s | $38,379 | $37,991 | $388 |
| Margin % | 48.5% | 48.7% | (0.2)% |
| Contract Manufacturing Margin $'s | $406 | $1,741 | $(1,335) |
| Margin % | 7.3% | 13.8% | (6.5)% |
| Total Margin $'s | $127,869 | $168,507 | $(40,638) |
| Margin % | 38.1% | 35.4% | 2.7% |

Wholesale gross margin for the first nine months of 2023 and 2022 was $90.4 million, or 35.8% of adjusted net sales and $127.7 million, or 33.4% of adjusted net sales, respectively, excluding returns resulting from a supplier-related dispute in the current period and gross margin relating to the disposition of inventory assets in connection with the sale of the NEOS brand in the prior period. The increase in Wholesale gross margin as a percentage of net sales for the nine months ended September 30, 2023 compared to the year ago period was due to realization of pricing actions taken in 2022 as well as lower in-bound logistics costs compared to the year ago period.

Retail gross margin as a percentage of net sales decreased slightly for the nine months ended September 30, 2023 compared to the same period a year ago primarily due to the Lehigh business accounting for a larger percentage of Retail sales which carries lower margins.

Contract Manufacturing gross margin as a percentage of net sales decreased for the nine months ended September 30, 2023 compared to the same period a year ago due to certain private label contracts that carried lower margins.

*($ in thousands)*

| OPERATING EXPENSES: | Nine Months Ended September 30, 2023 | 2022 | Inc./ (Dec.) | Inc./ (Dec.) |
| --- | ---: | ---: | ---: | ---: |
| Operating Expenses | $107,233 | $138,089 | $(30,856) | (22.3)% |
| % of Net Sales | 31.9% | 29.0% | 2.9% |  |

Operating expenses for the nine months ending September 30, 2023, were $103.2 million, excluding $2.1 million of Acquisition-related amortization, $0.4 million due to the closure of the Rock Island facility, and $1.5 million of restructuring costs. Operating expenses for the nine months ending September 30, 2022 were $134.1 million, excluding $2.3 million in Acquisition-related amortization, $0.03 million is disposition of assets, $0.4 million in acquisition-related integration expenses, and $1.2 million in restructuring costs. The reduction in operating expenses for the nine months ended September 30, 2023 was driven by lower out-bound freight expense and other variable expenses stemming from decreased sales volumes.

*($ in thousands)*

| INCOME TAXES: | Nine Months Ended September 30, 2023 | 2022 | Inc./ (Dec.) | Inc./ (Dec.) |
| --- | ---: | ---: | ---: | ---: |
| Income Tax (Benefit) Expense | $980 | $4,057 | $(3,077) | (75.8)% |
| Effective Tax Rate | 20.9% | 22.5% | (1.6)% |  |

The decrease in our effective tax rate for the nine months ended September 30, 2023 compared to the same year ago period was due to changes in our projected income generated from our international business for fiscal year 2023 compared to fiscal year 2022.

### LIQUIDITY AND CAPITAL RESOURCES

### Overview

Our principal sources of liquidity have been our income from operations and income from the sale of the Servus brand during the nine months ended September 30, 2023.

During the nine months ended September 30, 2023, our primary use of cash was payments on our credit facilities. Our working capital consists primarily of trade receivables and inventory, offset by short-term debt and accounts payable. Our working capital fluctuates throughout the year as a result of our seasonal business cycle and business expansion and is generally lowest in the months of January through March of each year and highest during the months of May through October of each year. We typically utilize our revolving credit facility to fund our seasonal working capital requirements. As a result, balances on our revolving credit facility can fluctuate significantly throughout the year.

Our capital expenditures relate primarily to projects relating to our corporate offices, property, merchandising fixtures, molds and equipment associated with our manufacturing and distribution operations and for information technology. Capital expenditures were $3.4 million and $7.4 million for the nine months ended September 30, 2023 and 2022, respectively.

We lease certain machinery, one shoe center, a distribution center in Reno, Nevada, and manufacturing facilities under operating leases that generally provide for renewal options.

We believe that our ABL Facility, coupled with cash generated from operations will provide sufficient liquidity to fund our operations and debt obligations for at least the next twelve months. Our continued liquidity, however, is contingent upon future operating performance, cash flows and our ability to meet financial covenants under our credit facility. For more information regarding our credit facility see Note 11 of our Notes to Unaudited Condensed Consolidated Financial Statements.

### Cash Flows

*($ in millions)*

|  | Nine Months Ended September 30, 2023 | 2022 |
| --- | ---: | ---: |
| Operating activities | $31.1 | $(9.3) |
| Investing activities | 14.4 | (0.2) |
| Financing activities | (47.0) | 10.9 |
| Net change in cash and cash equivalents | $(1.5) | $1.4 |

*Operating Activities.* Cash provided by operating activities for the nine months ended September 30, 2023 was primarily derived from a decrease in inventory, partially offset by a decrease in accounts payable. Cash used in operating activities for the nine months ended September 30, 2022 was primarily due to increased inventories and a result of paying down accounts payable.

*Investing Activities.* Cash provided by investing activities for the nine months ended September 30, 2023 was primarily derived from the proceeds from sale of the Servus brand (see Note 4). Cash used in investing activities for the nine months ended September 30, 2022 was primarily related to the purchase of investments in molds and equipment associated with our manufacturing operations, information technology, and improvements to our distribution facility, mostly offset by the proceeds from the sale of the NEOS brand (see Note 5).

*Financing Activities.* Cash used in financing activities for the nine months ended September 30, 2023 was primarily related to payments on our revolving credit facility and term loan. Cash provided by financing activities for the nine months ended September 30, 2022 was primarily related to proceeds from our revolving credit facility.

### CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of the Company’s Unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates these estimates. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Historically, actual results have not been materially different from the Company’s estimates. However, actual results may differ materially from these estimates under different assumptions or conditions.

We have identified the critical accounting policies used in determining estimates and assumptions in the amounts reported in our Management Discussion and Analysis of Financial Conditions and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022.

### SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES REFORM ACT OF 1995

This report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbors created thereby. Those statements include, but may not be limited to, all statements regarding our and management’s intent, belief, and expectations, such as statements concerning our future profitability and our operating and growth strategy. Words such as “believe,” “anticipate,” “expect,” “will,” “may,” “should,” “intend,” “plan,” “estimate,” “predict,” “potential,” “continue,” “likely,” “would,” “could” and similar expressions are intended to identify forward-looking statements. Investors are cautioned that forward-looking statements involve risk and uncertainties including, without limitations, dependence on sales forecasts, changes in consumer demand, seasonality, impact of weather, competition, reliance on suppliers, risks inherent to international trade, changing retail trends, the loss or disruption of our manufacturing and distribution operations, cybersecurity breaches or disruption of our digital systems, fluctuations in foreign currency exchange rates, economic changes, as well as other factors set forth under the caption “Item 1A, Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 (filed March 10, 2023) and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 (filed May 10, 2023) and June 30, 2023 (filed August 9, 2023) and other factors detailed from time to time in our filings with the Securities and Exchange Commission. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate. Therefore, there can be no assurance that the forward-looking statements included herein will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We assume no obligation to update any forward-looking statements.

## Market risk

As filed, 212 characters.

There have been no material changes to our market risk as disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2022.

## Controls and procedures

As filed, 2,501 characters.

*Disclosure Controls and Procedures.* Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, our management, with the participation of our chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 and 15d-15 promulgated under the Exchange Act. Based upon this evaluation, our chief executive officer and our chief financial officer concluded that, as of September 30, 2023, our disclosure controls and procedures were (1) designed to ensure that material information relating to our Company is accumulated and made known to our management, including our chief executive officer and chief financial officer, in a timely manner, particularly during the period in which this report was being prepared, and (2) effective, in that they provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Management believes, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

*Changes in Internal Controls* There have been no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) during our fiscal quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Filed Nov 8, 2023.
Source: SEC EDGAR, the filing index for accession 0001437749-23-030948. Last ingested by Listed: Nov 3, 2026, 20:52 ET. No prices; not investment advice.