PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated interim financial statements and management's discussion and analysis of financial condition Item 1. Financial Statements This section presents the unaudited condensed consolidated interim financial statements for Wrap Technologies, Inc., including the balance sheets, statements of operations and comprehensive loss, statements of stockholders' equity, and statements of cash flows, along with accompanying notes. These statements provide a snapshot of the company's financial position, performance, and cash movements for the periods ended June 30, 2023, and December 31, 2022 Condensed Consolidated Balance Sheets This table provides a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' equity at specific dates Condensed Consolidated Balance Sheets (in thousands) | ASSETS (in thousands) | June 30, 2023 | December 31, 2022 | | :---------------------- | :------------ | :---------------- | | Cash and cash equivalents | $11,688 | $5,330 | | Short-term investments | $6,500 | $13,949 | | Total current assets | $27,379 | $26,859 | | Total assets | $30,856 | $30,571 | | LIABILITIES AND STOCKHOLDERS' EQUITY (in thousands) | | | | Accounts payable | $1,928 | $1,419 | | Accrued liabilities | $8,562 | $1,463 | | Total current liabilities | $10,817 | $3,156 | | Total liabilities | $11,081 | $3,516 | | Total stockholders' equity | $19,775 | $27,055 | | Total liabilities and stockholders' equity | $30,856 | $30,571 | Condensed Consolidated Statements of Operations and Comprehensive Loss The company's financial performance is detailed, showing revenue, gross profit, operating expenses, and net loss for the reported periods Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands) | (in thousands) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenue | $1,202 | $1,165 | $1,913 | $2,764 | | Gross profit | $668 | $457 | $1,020 | $1,124 | | Total operating expense | $5,747 | $5,240 | $10,359 | $11,341 | | Loss from operations | $(5,079) | $(4,783) | $(9,339) | $(10,217) | | Net loss | $(5,007) | $(4,785) | $(9,035) | $(10,217) | | Net loss per basic and diluted common share | $(0.12) | $(0.12) | $(0.22) | $(0.25) | - Total revenue for the three months ended June 30, 2023, increased by 3% to $1.202 million compared to $1.165 million in the prior year period. However, for the six months ended June 30, 2023, total revenue decreased by 31% to $1.913 million from $2.764 million in the prior year period11 - Gross profit for the three months ended June 30, 2023, increased by 46% to $668 thousand, with gross margin improving to 56% from 39% in the prior year. For the six months ended June 30, 2023, gross profit decreased by 9% to $1.020 million, but gross margin improved to 53% from 41% in the prior year11 - Net loss for the three months ended June 30, 2023, was $(5.007) million, a slight increase from $(4.785) million in the prior year. For the six months ended June 30, 2023, net loss was $(9.035) million, an improvement from $(10.217) million in the prior year11 Condensed Consolidated Statements of Stockholders' Equity This table details changes in stockholders' equity, including common stock, additional paid-in capital, and accumulated deficit over the period Condensed Consolidated Statements of Stockholders' Equity (in thousands) | (in thousands) | Balance at January 1, 2023 | Share-based compensation expense | Net loss for the period | Balance at June 30, 2023 | | :--------------- | :------------------------- | :------------------------------- | :---------------------- | :----------------------- | | Common Stock Shares | 41,175,993 | - | - | 41,910,687 | | Common Stock Amount | $4 | - | - | $4 | | Additional Paid-In Capital | $94,333 | $1,849 | - | $96,182 | | Accumulated Deficit | $(67,376) | - | $(9,035) | $(76,411) | | Total Stockholders' Equity | $27,055 | $1,849 | $(9,035) | $19,775 | - Total stockholders' equity decreased from $27.055 million at January 1, 2023, to $19.775 million at June 30, 2023, primarily due to a net loss of $9.035 million, partially offset by $1.849 million in share-based compensation expense15 Condensed Consolidated Statements of Cash Flows This table summarizes the cash inflows and outflows from operating, investing, and financing activities for the reported periods Condensed Consolidated Statements of Cash Flows (in thousands) | (in thousands) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(776) | $(6,207) | | Net cash provided by investing activities | $7,134 | $4,838 | | Net cash provided by financing activities | $0 | $75 | | Net decrease in cash and cash equivalents | $6,358 | $(1,294) | | Cash and cash equivalents, end of period | $11,688 | $3,643 | - Net cash used in operating activities significantly improved, decreasing from $(6.207) million in H1 2022 to $(776) thousand in H1 202320 - Net cash provided by investing activities increased to $7.134 million in H1 2023 from $4.838 million in H1 2022, driven by proceeds from maturities of short-term investments20 - Cash and cash equivalents at the end of the period increased substantially to $11.688 million in H1 2023 from $3.643 million in H1 2022, largely due to the $7.4 million pre-funding from the Series A Convertible Preferred Stock and Warrants offering20104 Notes to Unaudited Condensed Consolidated Interim Financial Statements This section provides detailed explanations and disclosures supporting the unaudited condensed consolidated interim financial statements 1. Organization and Summary of Significant Accounting Policies This note describes the company's business, its consolidation principles, and key accounting policies applied in preparing the financial statements - Wrap Technologies, Inc. develops and supplies public safety products and training services, primarily the BolaWrap® remote restraint device and Wrap Reality VR training system, for law enforcement and security personnel globally2225 - The company's financial statements are prepared in accordance with U.S. GAAP and SEC regulations, with certain information condensed or omitted for interim reporting23 - The consolidated financial statements include the wholly-owned subsidiary Wrap Reality, Inc., which sells a virtual reality training system25 2. Revenue and Product Costs This note details the components of revenue, including product sales and other services, and outlines contract liabilities - Revenue comprises product sales (BolaWrap products and accessories) and other revenue (VR, service, training, shipping)29 - Deferred revenue at June 30, 2023, totaled $340 thousand, consisting of $217 thousand related to VR, $17 thousand to training, and $106 thousand to BolaWrap extended warranties and services32 Contract Liabilities (in thousands) | Contract Liabilities (in thousands) | Customer Deposits | Deferred Revenue | | :---------------------------------- | :---------------- | :--------------- | | Balance at January 1, 2023 | $ - | $333 | | Additions, net | $3 | $124 | | Transfer to revenue | $ - | $(117) | | Balance at June 30, 2023 | $3 | $340 | | Current portion | $3 | $211 | | Long-term portion | $ - | $129 | 3. Financial Instruments This note describes the company's financial assets, their fair value classification, and market valuation methods - The company classifies its cash equivalent Money Market Funds and short-term investments (U.S. Treasury bills, Certificate of Deposits) as Level 1 fair value assets, valued using quoted market prices37 Financial Assets (in thousands) | Financial Assets (in thousands) | As of June 30, 2023 Market Value | As of December 31, 2022 Market Value | | :------------------------------ | :------------------------------- | :--------------------------------- | | Money Market Funds | $2,774 | $3,004 | | U.S. Treasury securities | $ - | $9,949 | | Certificate of Deposits | $6,500 | $4,000 | | Total Financial Assets | $9,274 | $16,953 | 4. Inventories This note provides a breakdown of the company's inventory, including finished goods and raw materials, and changes over time Inventories (in thousands) | Inventories (in thousands) | June 30, 2023 | December 31, 2022 | | :------------------------- | :------------ | :---------------- | | Finished goods | $3,793 | $2,293 | | Raw materials | $2,727 | $1,682 | | Inventories - net | $6,520 | $3,975 | - Net inventories increased to $6.520 million at June 30, 2023, from $3.975 million at December 31, 2022, driven by increases in both finished goods and raw materials40 5. Property and Equipment, Net This note details the company's property and equipment, including production assets, and accumulated depreciation Property and Equipment (in thousands) | Property and Equipment (in thousands) | June 30, 2023 | December 31, 2022 | | :------------------------------------ | :------------ | :---------------- | | Production and lab equipment | $506 | $513 | | Tooling | $490 | $448 | | Computer equipment | $561 | $531 | | Furniture, fixtures and improvements | $181 | $181 | | Total | $1,738 | $1,673 | | Accumulated depreciation | $(1,150) | $(915) | | Property and equipment, net | $588 | $758 | - Net property and equipment decreased to $588 thousand at June 30, 2023, from $758 thousand at December 31, 2022, primarily due to accumulated depreciation41 6. Intangible Assets, Net This note outlines the company's intangible assets, such as patents and trademarks, and their estimated future amortization expense Intangible Assets (in thousands) | Intangible Assets (in thousands) | June 30, 2023 | December 31, 2022 | | :------------------------------- | :------------ | :---------------- | | Patents | $744 | $575 | | Trademarks | $157 | $150 | | Purchased software | $1,962 | $1,962 | | Total amortizable | $2,234 | $2,225 | | Indefinite life assets | $354 | $344 | | Total intangible assets, net | $2,588 | $2,569 | - Net intangible assets slightly increased to $2.588 million at June 30, 2023, from $2.569 million at December 31, 2022, with patents showing a notable increase42 Future Amortization Expense (in thousands) | Future Amortization Expense (in thousands) | | :--------------------------------------- | | 2023 (9 months) | $259 | | 2024 | $518 | | 2025 | $513 | | 2026 | $290 | | 2027 | $42 | | Thereafter | $612 | | Total estimated amortization expense | $2,234 | 7. Accounts Payable and Accrued Liabilities This note details the company's accounts payable and accrued liabilities, including significant pre-funding for equity offerings - Accounts payable includes amounts due to related party Syzygy Licensing, LLC: $40 thousand at June 30, 2023, and $127 thousand at December 31, 202244 - Accrued liabilities significantly increased to $8.562 million at June 30, 2023, from $1.463 million at December 31, 2022, primarily due to $7.350 million from the pre-funding of a Series A Convertible Preferred Stock and Warrants offering4547 Accrued Liabilities (in thousands) | Accrued Liabilities (in thousands) | June 30, 2023 | December 31, 2022 | | :--------------------------------- | :------------ | :---------------- | | Patent and legal costs | $103 | $135 | | Accrued compensation | $777 | $1,100 | | Warranty costs | $75 | $125 | | Pre-funding of shares, preferred stock and warrants | $7,350 | $ - | | Taxes and other | $257 | $103 | | Total | $8,562 | $1,463 | 8. Stockholders' Equity This note describes the company's authorized capital structure, including common and preferred stock - The Company's authorized capital consists of 150,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, both with a par value of $0.0001 per share49 9. Share-Based Compensation This note details the company's share-based compensation plans, expense recognition, and outstanding awards - The 2017 Stock Incentive Plan authorizes 9,000,000 shares of Common Stock for awards, with 2,848,936 shares remaining available for grant at June 30, 202350 - Share-based compensation expense for the three months ended June 30, 2023, was $1.221 million, up from $727 thousand in the prior year, and for the six months ended June 30, 2023, was $1.849 million, up from $1.756 million in the prior year60 Share-Based Compensation Expense (in thousands) | Share-Based Compensation Expense (in thousands) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :---------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Selling, general and administrative | $990 | $591 | $1,552 | $1,485 | | Research and development | $231 | $136 | $297 | $271 | | Total share-based expense | $1,221 | $727 | $1,849 | $1,756 | - Total estimated compensation cost for unvested stock options and RSUs at June 30, 2023, was $2.609 million (over 3.12 years) and $1.115 million (over 1.82 years), respectively61 10. Defined Contribution Plan This note describes the company's 401(k) plan and contributions made during the reporting periods - The Company has a 401(k) defined contribution savings plan for eligible U.S. employees, established January 1, 2022, but made no contributions for the three and six months ended June 30, 2023 and year ended December 31, 202262 11. Commitments and Contingencies This note outlines the company's contractual obligations, royalty agreements, purchase commitments, and legal contingencies - The Company is obligated to pay 4% royalties on products using licensed ensnarement device technology to Syzygy Licensing, LLC, up to $1.0 million or until September 30, 2026, with $217 thousand remaining as of June 30, 202363 - A Professional Services and Technology Acquisition Agreement with Lumeto, Inc. and Spatial Industries Group, Inc. requires a $700 thousand cash payment for technology, services, and perpetual licenses for the Wrap Reality platform64 - As of June 30, 2023, the Company had purchase commitments of approximately $3.878 million for future component deliveries65 - A shareholder derivative action filed in November 2020 was dismissed with prejudice by stipulation of the parties on May 3, 202268 12. Related Party Transactions This note discloses transactions and arrangements with related parties, including payments for consulting services - The Company reimbursed Mr. Elwood Norris, a former officer and current consultant/stockholder, $4.5 thousand for laboratory facility expense and paid $22.5 thousand for consulting services during the three months ended June 30, 202369 13. Major Customers and Related Information This note provides information on significant customer concentrations and revenue distribution by geographic region - For the three months ended June 30, 2023, two distributors each accounted for approximately 21% of total revenue71 - For the six months ended June 30, 2023, three distributors accounted for approximately 15%, 14%, and 13% of total revenue, respectively72 - At June 30, 2023, accounts receivable from three distributors accounted for 22%, 13%, and 13% of net accounts receivable73 Revenue by Geographic Region (in thousands) | Revenue by Geographic Region (in thousands) | For the Three Months Ended June 30, 2023 | For the Three Months Ended June 30, 2022 | For the Six Months Ended June 30, 2023 | For the Six Months Ended June 30, 2022 | | :------------------------------------------ | :--------------------------------------- | :--------------------------------------- | :------------------------------------- | :------------------------------------- | | Americas | $1,168 | $1,090 | $1,878 | $2,285 | | Europe, Middle East and Africa | $35 | $73 | $36 | $247 | | Asia Pacific | $(1) | $2 | $(1) | $232 | | Total | $1,202 | $1,165 | $1,913 | $2,764 | 14. Subsequent Events This note discloses significant events occurring after the balance sheet date, including equity offerings and acquisitions - On July 5, 2023, the Company closed a registered direct offering, raising approximately $10 million in gross proceeds from the sale of Series A Convertible Preferred Stock and Warrants. Approximately $7.35 million was received by June 30, 20237677 - The proceeds from the offering are intended to scale the sales team, support marketing, and fuel product evolution and diversification77 - On August 9, 2023, the Company entered into an agreement to acquire 100% of Intrensic, LLC for $553,588 in cash and 1,250,000 shares of Common Stock. Kevin Mullins, the CEO, has a financial interest in this acquisition7981 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance and condition for the periods presented, highlighting key operational results, strategic initiatives, and future outlook. It covers revenue trends, cost management, liquidity, and significant events impacting the business Overview This section provides a high-level description of the company's business, products, target markets, and global reach - Wrap Technologies is a global public safety technology company providing non-pain compliance tools and immersive training, including the BolaWrap® remote restraint device and the Wrap Reality VR training platform848687 - The target market includes over 900,000 law enforcement officers in the U.S. and over 12 million globally, with exploration into military and private security sectors. The non-lethal products market is projected to grow to $16.1 billion by 202785 - The company has established a distribution network across 50 U.S. states and 49 international distributors covering 54 countries88 Management Changes This section details recent changes in the company's executive leadership team - Kevin Mullins was appointed Chief Executive Officer on April 17, 2023, succeeding TJ Kennedy, who stepped down. Glenn Hickman also stepped down as Chief Operating Officer as part of a reduction in force90 Business Outlook and Challenges This section discusses the company's strategic direction, market penetration, operational performance, and future financial expectations - The company's products are gaining global recognition, with BolaWrap in use by almost 1,000 US law enforcement agencies and in 62 countries, reporting an 83% success rate in de-escalation9394 - Management anticipates substantial sales growth and a path towards sustainable profitability through strategic changes, aggressive marketing, and cost control measures99100 - As of June 30, 2023, over 1,450 agencies have received BolaWrap training, with over 4,827 certified instructors, representing an 18% increase in agencies and a 16% increase in trained officers year-over-year97 - Operating expense for Q2 2023 increased by $0.51 million (10%) to $5.75 million, but excluding $1.4 million in one-time organizational change costs (severance, legal fees), it would have decreased by 17%98 - The company believes it has adequate financial resources for the next year, with $18.2 million in cash and short-term investments as of June 30, 2023, following a $10 million offering104 Critical Accounting Policies and Estimates This section highlights accounting policies requiring significant management judgment and estimation, impacting financial reporting - Key accounting policies requiring significant judgment include revenue recognition, share-based compensation, allowance for doubtful accounts, valuation of inventory and intangible assets, and accrued expenses (e.g., warranty liabilities, bonuses)110 - Revenue from product sales is recognized when products are shipped or received, and performance obligations are satisfied. Share-based compensation is valued using the Black-Scholes model for options and market price for RSUs111113 Recent Accounting Pronouncements This section addresses the impact of newly issued accounting standards on the company's financial statements - The Company has reviewed recently issued accounting pronouncements and does not anticipate any material impact on its financial condition or results of operations from their future adoption28121 Segment and Related Information This section clarifies the company's operating structure as a single segment for management and resource allocation purposes - The Company operates as a single segment, with its Chief Executive Officer managing operations for resource allocation122 Operating Expense This section discusses the components of operating expenses and management's expectations for future cost trends - Operating expenses include selling, general and administrative (SG&A) and research and development (R&D) costs. The company expects operating costs to reduce in the second half of 2023 due to changes implemented in April 2023 and ongoing cost containment efforts123124 Results of Operations This section provides a comparative analysis of the company's financial performance over different reporting periods Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022 This section analyzes the company's financial results for the three-month period, highlighting revenue, gross profit, and expense changes Three Months Ended June 30, 2023 Compared to June 30, 2022 (in thousands) | (in thousands) | June 30, 2023 | June 30, 2022 | Change ($) | Change (%) | | :--------------- | :------------ | :------------ | :--------- | :--------- | | Total revenue | $1,202 | $1,165 | $37 | 3% | | Gross profit | $668 | $457 | $211 | 46% | | Selling, general and administrative | $4,745 | $3,764 | $981 | 26% | | Research and development | $1,002 | $1,476 | $(474) | (32)% | | Loss from operations | $(5,079) | $(4,783) | $(296) | 6% | - Total revenue increased by 3% to $1.2 million, but international revenue decreased from $75 thousand to $31 thousand, impacted by timing of orders and promotional discounts for BolaWrap 150 upgrades127 - Gross profit increased by 46% to $668 thousand, with gross margin improving to 56% from 39%, driven by BolaWrap 150 rollout, pricing adjustments, and reduced promotional pricing132 - SG&A expense increased by $1.0 million (26%) to $4.8 million, primarily due to $1.4 million in one-time organizational change costs (severance, legal fees). Excluding these, SG&A would have decreased by 11%137 - R&D expense decreased by $474 thousand (32%), mainly due to reduced outside consulting and prototype costs after finalizing the BolaWrap 150141 Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022 This section analyzes the company's financial results for the six-month period, detailing revenue, gross profit, and expense trends Six Months Ended June 30, 2023 Compared to June 30, 2022 (in thousands) | (in thousands) | June 30, 2023 | June 30, 2022 | Change ($) | Change (%) | | :--------------- | :------------ | :------------ | :--------- | :--------- | | Total revenue | $1,913 | $2,764 | $(851) | (31)% | | Gross profit | $1,020 | $1,124 | $(104) | (9)% | | Selling, general and administrative | $8,286 | $8,370 | $(84) | (1)% | | Research and development | $2,073 | $2,971 | $(898) | (30)% | | Loss from operations | $(9,339) | $(10,217) | $878 | (9)% | - Total revenue decreased by 31% to $1.9 million, with international revenue significantly dropping from $479 thousand to $35 thousand, due to delayed orders and promotional discounts145 - Gross profit decreased by 9% to $1.02 million due to decreased sales, but gross margin improved to 53% from 41%. Cassettes accounted for 18% of overall revenue and are expected to grow as a recurring revenue base150151 - SG&A expense slightly decreased by $0.1 million (1%) to $8.3 million due to cost containment efforts, despite a $0.1 million increase in share-based compensation155156 - R&D expense decreased by $898 thousand (30%), primarily from reduced outside consulting and prototype costs related to finalizing the BolaWrap 150159 Liquidity and Capital Resources This section assesses the company's ability to meet its short-term and long-term financial obligations, including cash position and funding sources - The Company's primary liquidity sources have been equity sales and derivative exercises. Future liquidity is expected from product sales, stock option/warrant exercises, and future equity/debt financings161 - As of June 30, 2023, the Company had $11.7 million in cash and cash equivalents, $6.5 million in short-term investments, and positive working capital of $16.6 million. Cumulative losses attributable to stockholders were $76.4 million162 - The recent $10 million Series A Convertible Preferred Stock and Warrants offering, with $7.4 million received by June 30, 2023, is expected to provide sufficient capital for the next twelve months162 - Net cash used in operating activities significantly improved to $776 thousand for the six months ended June 30, 2023, compared to $6.2 million in the prior year period166167 - The Company has contractual obligations including a 4% royalty fee to Syzygy Licensing, LLC (up to $1.0 million or September 2026), a $700 thousand payment for Wrap Reality technology, facility lease payments ($61 thousand in H2 2023, $126 thousand in 2024, $75 thousand in 2025), and $3.9 million in purchase commitments172173174 - The acquisition of Intrensic, LLC for $553,588 cash and 1,250,000 shares of Common Stock, entered into on August 9, 2023, represents a significant future commitment175 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there are no material quantitative or qualitative disclosures about market risk applicable to the company for the reporting period - The company has no material quantitative or qualitative disclosures about market risk179 Item 4. Controls and Procedures This section addresses the effectiveness of the company's disclosure controls and procedures and reports on any changes in internal control over financial reporting - As of June 30, 2023, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level181 - There have been no material changes in internal control over financial reporting during the fiscal quarter ended June 30, 2023182 PART II. OTHER INFORMATION This section provides additional disclosures on legal proceedings, risk factors, equity sales, defaults, and other relevant information Item 1. Legal Proceedings This section outlines potential and ongoing legal matters, including general business claims and intellectual property disputes, and confirms the absence of a provision for liability under existing litigation as of the reporting date - The company may be subject to various legal proceedings in the normal course of business, including claims of intellectual property infringement, breach of contract, and employment law violations184 - As of June 30, 2023, the company had no provision for liability under existing litigation184 Item 1A. Risk Factors This section refers to the risk factors previously discussed in the Annual Report on Form 10-K, indicating no material changes for the current reporting period - Management is not aware of any material changes to the risk factors discussed in Part 1, Item 1A, of the Annual Report on Form 10-K for the year ended December 31, 2022186 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section confirms that no unregistered equity securities were issued during the three months ended June 30, 2023, that had not been previously reported - No unregistered securities were issued during the three months ended June 30, 2023, that were not previously reported187 Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities188 Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company189 Item 5. Other Information This section states that there is no other information to report for the period - There is no other information to report190 Item 6. Exhibits This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including agreements, certifications, and XBRL documents - Exhibits include the Separation Agreement for Mr. Kennedy, certifications from the Principal Executive Officer and Principal Accounting Officer, and various XBRL documents191 SIGNATURES This section confirms the official signing and submission of the report by the company's authorized financial officer - The report was duly signed on behalf of Wrap Technologies, Inc. by Chris DeAlmeida, Chief Financial Officer and Treasurer (Principal Accounting Officer), on August 9, 2023193194
Wrap Technologies(WRAP) - 2023 Q2 - Quarterly Report