Wyndham Hotels & Resorts(WH) - 2022 Q3 - Quarterly Report

PART I — FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited). The unaudited financial statements show mixed revenue due to business exits but strong nine-month net income growth Report of Independent Registered Public Accounting Firm - Deloitte & Touche LLP reviewed the interim financial statements and found no material modifications required for conformity with U.S. GAAP[9] - The firm previously issued an unqualified opinion on the consolidated financial statements as of December 31, 2021[10] Condensed Consolidated Statements of Income Condensed Consolidated Statements of Income (Unaudited) - Three Months Ended September 30, | Metric | 2022 (Millions) | 2021 (Millions) | Change (Millions) | % Change | | :----- | :-------------- | :-------------- | :---------------- | :------- | | Net Revenues | $407 | $463 | $(56) | (12%) | | Operating Income | $160 | $161 | $(1) | (1%) | | Net Income | $101 | $103 | $(2) | (2%) | | Basic EPS | $1.13 | $1.10 | $0.03 | 3% | | Diluted EPS | $1.13 | $1.09 | $0.04 | 4% | Condensed Consolidated Statements of Income (Unaudited) - Nine Months Ended September 30, | Metric | 2022 (Millions) | 2021 (Millions) | Change (Millions) | % Change | | :----- | :-------------- | :-------------- | :---------------- | :------- | | Net Revenues | $1,164 | $1,173 | $(9) | (1%) | | Operating Income | $465 | $358 | $107 | 30% | | Net Income | $299 | $195 | $104 | 53% | | Basic EPS | $3.28 | $2.09 | $1.19 | 57% | | Diluted EPS | $3.26 | $2.08 | $1.18 | 57% | Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statements of Comprehensive Income (Unaudited) | Metric | Three Months Ended Sep 30, 2022 (Millions) | Three Months Ended Sep 30, 2021 (Millions) | Nine Months Ended Sep 30, 2022 (Millions) | Nine Months Ended Sep 30, 2021 (Millions) | | :----- | :--------------------------------------- | :--------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Net Income | $101 | $103 | $299 | $195 | | Foreign currency translation adjustments | $(7) | $(1) | $(9) | $0 | | Unrealized gains on cash flow hedges | $19 | $4 | $59 | $22 | | Other comprehensive income, net of tax | $12 | $3 | $50 | $22 | | Comprehensive Income | $113 | $106 | $349 | $217 | Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (Unaudited) | Metric | September 30, 2022 (Millions) | December 31, 2021 (Millions) | Change (Millions) | % Change | | :----- | :---------------------------- | :--------------------------- | :---------------- | :------- | | Cash and cash equivalents | $286 | $171 | $115 | 67% | | Total current assets | $640 | $720 | $(80) | (11%) | | Total assets | $4,210 | $4,269 | $(59) | (1%) | | Total current liabilities | $400 | $397 | $3 | 1% | | Long-term debt | $2,063 | $2,063 | $0 | 0% | | Total liabilities | $3,154 | $3,180 | $(26) | (1%) | | Total stockholders' equity | $1,056 | $1,089 | $(33) | (3%) | Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended September 30, | Activity | 2022 (Millions) | 2021 (Millions) | Change (Millions) | | :------- | :-------------- | :-------------- | :---------------- | | Operating activities | $349 | $327 | $22 | | Investing activities | $190 | $(21) | $211 | | Financing activities | $(420) | $(606) | $186 | | Effect of changes in exchange rates on cash | $(4) | $0 | $(4) | | Net increase/(decrease) in cash | $115 | $(300) | $415 | | Cash, cash equivalents and restricted cash, end of period | $286 | $193 | $93 | Condensed Consolidated Statements of Equity - Total equity decreased by $33 million from December 31, 2021, to September 30, 2022, primarily due to $313 million in common stock repurchases and $88 million in dividends[20][24][136] Key Equity Changes (Nine Months Ended September 30, 2022) | Metric | Amount (Millions) | | :----- | :---------------- | | Net income | $299 | | Other comprehensive income | $50 | | Dividends | $(88) | | Repurchase of common stock | $(313) | | Balance as of September 30, 2022 | $1,056 | | Balance as of December 31, 2021 | $1,089 | Notes to Condensed Consolidated Financial Statements Note 1. BASIS OF PRESENTATION - Wyndham Hotels & Resorts, Inc. is a leading global hotel franchisor, licensing its brands to hotel owners in over 95 countries[25] - The Company operates in two segments: Hotel Franchising (licensing brands and related services) and Hotel Management (providing management services for full-service hotels)[29] Note 2. NEW ACCOUNTING PRONOUNCEMENTS - No new accounting pronouncements were applicable to the Company during the nine months ended September 30, 2022[28] Note 3. REVENUE RECOGNITION - Capitalized contract costs for obtaining hotel franchise and management contracts were $32 million as of September 30, 2022[33] Deferred Revenues | Type | September 30, 2022 (Millions) | December 31, 2021 (Millions) | | :--- | :---------------------------- | :--------------------------- | | Deferred initial franchise fee revenues | $141 | $145 | | Deferred loyalty program revenues | $86 | $76 | | Deferred other revenues | $18 | $14 | | Total | $245 | $235 | Disaggregation of Net Revenues by Segment (Three Months Ended September 30) | Segment | 2022 (Millions) | 2021 (Millions) | | :------ | :-------------- | :-------------- | | Hotel Franchising | $367 | $337 | | Hotel Management | $40 | $126 | | Net revenues | $407 | $463 | Note 4. EARNINGS PER SHARE - The Company had $169 million of remaining availability under its stock repurchase program as of September 30, 2022[35] Earnings Per Share and Dividends (Unaudited) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :----- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Basic EPS | $1.13 | $1.10 | $3.28 | $2.09 | | Diluted EPS | $1.13 | $1.09 | $3.26 | $2.08 | | Cash dividends declared per share | $0.32 | $0.24 | $0.96 | $0.56 | | Aggregate dividends paid | $29 | $23 | $88 | $53 | Stock Repurchase Program Activity (Nine Months Ended September 30, 2022) | Metric | Shares (Millions) | Cost (Millions) | Average Price Per Share | | :----- | :---------------- | :-------------- | :---------------------- | | As of December 31, 2021 | 9.0 | $519 | $57.55 | | For the nine months ended Sep 30, 2022 | 4.3 | $312 | $72.17 | | As of September 30, 2022 | 13.3 | $831 | $62.29 | Note 5. ACCOUNTS RECEIVABLE Allowance for Doubtful Accounts Activity (Nine Months Ended September 30) | Metric | 2022 (Millions) | 2021 (Millions) | | :----- | :-------------- | :-------------- | | Balance as of January 1, | $81 | $72 | | (Recovery of)/provision for doubtful accounts | $(3) | $15 | | Bad debt write-offs | $(6) | $(8) | | Balance as of September 30, | $72 | $79 | Note 6. HOTEL BRAND ACQUISITION - Wyndham acquired the Vienna House hotel brand in September 2022 for $44 million, adding 41 franchised hotels in Europe[37] Vienna House Acquisition - Assets Acquired | Asset Type | Amount (Millions) | | :--------- | :---------------- | | Franchise agreements | $17 | | Trademark | $27 | | Total assets acquired | $44 | Note 7. ASSETS AND LIABILITIES HELD FOR SALE - The Company completed the sales of its two owned hotels in March and May 2022, resulting in no assets or liabilities held for sale as of September 30, 2022[39][40] Note 8. INTANGIBLE ASSETS - The Company exited its select-service hotel management business in March 2022, receiving an $84 million termination fee which offset the write-off of related management contract intangible assets[42] Intangible Assets (Millions) | Asset Type | September 30, 2022 (Net Carrying Amount) | December 31, 2021 (Net Carrying Amount) | | :--------- | :--------------------------------------- | :--------------------------------------- | | Goodwill | $1,525 | $1,525 | | Trademarks (unamortized) | $1,228 | $1,201 | | Franchise agreements (amortized) | $379 | $382 | | Management agreements (amortized) | $1 | $91 | | Total Amortized Intangible Assets | $382 | $474 | Note 9. FRANCHISING, MARKETING AND RESERVATION ACTIVITIES - Initial franchise fees were $4 million for Q3 2022 and $10 million for YTD Q3 2022[43] Development Advance Notes (Nine Months Ended September 30) | Metric | 2022 (Millions) | 2021 (Millions) | | :----- | :-------------- | :-------------- | | Payments of development advance notes | $(40) | $(26) | | Proceeds from repayment of development advance notes | $4 | $1 | | Payments of development advance notes, net | $(36) | $(25) | Note 10. INCOME TAXES - The Inflation Reduction Act (IRA) is not expected to have a material impact on the Company's financial results[49] Effective Tax Rates | Period | 2022 | 2021 | | :----- | :--- | :--- | | Three Months Ended Sep 30, | 27.3% | 25.9% | | Nine Months Ended Sep 30, | 25.8% | 27.0% | Note 11. LONG-TERM DEBT AND BORROWING ARRANGEMENTS - In April 2022, the Company amended its credit agreement, extending the $750 million revolving credit facility to April 2027 and adding a new $400 million Term Loan A facility[57] - The Company hedges $1.1 billion of its Term Loan B interest rate exposure with pay-fixed/receive-variable interest rate swaps[60] Indebtedness as of September 30, 2022 (Millions) | Debt Type | Amount | Weighted Average Rate | | :-------- | :----- | :-------------------- | | Term loan A (due April 2027) | $399 | 3.38% | | Term loan B (due May 2025) | $1,139 | 3.61% | | 4.375% senior unsecured notes (due August 2028) | $494 | 4.38% | | Finance leases | $46 | 4.50% | | Total long-term debt | $2,078 | | Note 12. FAIR VALUE - The Company uses cash flow hedges and foreign currency forward contracts to manage market risks, not for trading or speculation[68][164] - A hypothetical 10% change in the effective weighted average interest rate would result in a $1 million annual change in interest expense[165] - A hypothetical 10% change in the U.S. dollar against all currency exposures would result in an approximately $6 million change to the fair value of outstanding forward contracts[168] Note 13. COMMITMENTS AND CONTINGENCIES - The Company is involved in approximately 30 pending legal matters, including claims related to alleged sex trafficking at franchised/managed properties[73] - Accruals for legal contingencies totaled $3 million as of September 30, 2022, with a potential exposure of up to $3 million in excess of recorded accruals[75] - The Company settled post-closing adjustment claims related to the sale of its European Vacation Rentals business for $2 million in Q3 2022[77] Note 14. STOCK-BASED COMPENSATION - In 2022, the Company granted $28 million in RSUs and up to $12 million in PSUs to key employees and senior officers[79] Stock-Based Compensation Expense (Millions) | Period | 2022 | 2021 | | :----- | :--- | :--- | | Three Months Ended Sep 30, | $8 | $7 | | Nine Months Ended Sep 30, | $25 | $20 | Note 15. SEGMENT INFORMATION Adjusted EBITDA by Segment (Three Months Ended September 30) | Segment | 2022 (Millions) | 2021 (Millions) | % Change | | :------ | :-------------- | :-------------- | :------- | | Hotel Franchising | $201 | $193 | 4% | | Hotel Management | $7 | $16 | (56%) | | Total Company | $191 | $194 | (2%) | Adjusted EBITDA by Segment (Nine Months Ended September 30) | Segment | 2022 (Millions) | 2021 (Millions) | % Change | | :------ | :-------------- | :-------------- | :------- | | Hotel Franchising | $541 | $464 | 17% | | Hotel Management | $33 | $38 | (13%) | | Total Company | $524 | $459 | 14% | Note 16. OTHER EXPENSES AND CHARGES - A $35 million gain was recognized from the sale of Wyndham Grand Bonnet Creek Resort in March 2022[90] - Separation-related charges were $1 million for Q3 2022, with the nine-month charge offset by a $1 million reserve reversal[92] Note 17. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) Components of Accumulated Other Comprehensive Income/(Loss) (Millions) | Component | Balance as of Dec 31, 2021 | Balance as of Sep 30, 2022 | Change | | :-------- | :------------------------- | :------------------------- | :----- | | Foreign Currency Translation Adjustments | $2 | $(7) | $(9) | | Cash Flow Hedges | $(17) | $42 | $59 | | Total AOCI | $(15) | $35 | $50 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Management discusses financial performance, highlighting impacts from business exits and growth in the franchising segment Forward-Looking Statements - The report contains forward-looking statements regarding strategy and financial results, subject to known and unknown risks and uncertainties[95] - Factors that could cause actual results to differ include general economic conditions, the impact of COVID-19, and operating risks in the hospitality industry[96] BUSINESS AND OVERVIEW - Wyndham Hotels & Resorts is a leading global hotel franchisor, licensing brands in over 95 countries[100] - The Company operates in Hotel Franchising and Hotel Management segments, generating revenue from royalties, franchise fees, and management fees[102][103] RESULTS OF OPERATIONS OPERATING STATISTICS Operating Statistics as of September 30, 2022 | Metric | 2022 | 2021 | % Change | | :----- | :--- | :--- | :------- | | Total rooms | 836,000 | 802,600 | 4% | | U.S. rooms | 492,900 | 486,800 | 1% | | International rooms | 343,100 | 315,800 | 9% | RevPAR and Average Royalty Rate (Three Months Ended September 30) | Metric | 2022 | 2021 | Change | | :----- | :--- | :--- | :----- | | Global RevPAR | $49.17 | $45.80 | 7% | | Global RevPAR (excl. currency) | N/A | N/A | 12% | | Global Average Royalty Rate | 3.9% | 4.1% | (20 bps) | RevPAR and Average Royalty Rate (Nine Months Ended September 30) | Metric | 2022 | 2021 | % Change | | :----- | :--- | :--- | :------- | | Global RevPAR | $42.58 | $35.94 | 18% | | Global RevPAR (excl. currency) | N/A | N/A | 22% | | Global Average Royalty Rate | 4.0% | 4.1% | (10 bps) | THREE MONTHS ENDED SEPTEMBER 30, 2022 VS. THREE MONTHS ENDED SEPTEMBER 30, 2021 - Net revenues decreased by $56 million, primarily due to $92 million lower revenues from exited businesses, partially offset by higher royalty and license fees[109][110] - Total expenses decreased by $55 million, driven by $87 million lower expenses from exited businesses[109][110] Consolidated Financial Performance (Three Months Ended September 30) | Metric | 2022 (Millions) | 2021 (Millions) | Change (Millions) | % Change | | :----- | :-------------- | :-------------- | :---------------- | :------- | | Net revenues | $407 | $463 | $(56) | (12%) | | Total expenses | $247 | $302 | $(55) | (18%) | | Operating income | $160 | $161 | $(1) | (1%) | | Net income | $101 | $103 | $(2) | (2%) | Hotel Franchising - Rooms growth was driven by organic growth, conversion of managed properties to franchise, and the acquisition of the Vienna House brand[114] Hotel Franchising Performance (Three Months Ended September 30) | Metric | 2022 (Millions) | 2021 (Millions) | % Change | | :----- | :-------------- | :-------------- | :------- | | Net Revenues | $367 | $337 | 9% | | Adjusted EBITDA | $201 | $193 | 4% | | Total rooms | 816,300 | 758,600 | 8% | | Global RevPAR (excl. currency) | N/A | N/A | 13% | Hotel Management - The decline in rooms and revenues was driven by the exit from the select-service management business[116][119] Hotel Management Performance (Three Months Ended September 30) | Metric | 2022 (Millions) | 2021 (Millions) | % Change | | :----- | :-------------- | :-------------- | :------- | | Net Revenues | $40 | $126 | (68%) | | Adjusted EBITDA | $7 | $16 | (56%) | | Total rooms | 19,700 | 44,000 | (55%) | | Global RevPAR (excl. currency) | N/A | N/A | 16% | Corporate and Other - Corporate and Other Adjusted EBITDA was unfavorable by $2 million due to inflationary cost pressures[117] NINE MONTHS ENDED SEPTEMBER 30, 2022 VS. NINE MONTHS ENDED SEPTEMBER 30, 2021 - Net revenues decreased by $9 million, primarily due to $173 million lower revenues from exited businesses, largely offset by higher fees[118][126] - Total expenses decreased by $116 million, driven by $178 million lower expenses from exited businesses and a $35 million gain on asset sale[122][126] Consolidated Financial Performance (Nine Months Ended September 30) | Metric | 2022 (Millions) | 2021 (Millions) | Change (Millions) | % Change | | :----- | :-------------- | :-------------- | :---------------- | :------- | | Net revenues | $1,164 | $1,173 | $(9) | (1%) | | Total expenses | $699 | $815 | $(116) | (14%) | | Operating income | $465 | $358 | $107 | 30% | | Net income | $299 | $195 | $104 | 53% | Hotel Franchising - Revenue increases were partially offset by $61 million higher marketing, reservation, and loyalty expenses[129] Hotel Franchising Performance (Nine Months Ended September 30) | Metric | 2022 (Millions) | 2021 (Millions) | % Change | | :----- | :-------------- | :-------------- | :------- | | Net Revenues | $974 | $829 | 17% | | Adjusted EBITDA | $541 | $464 | 17% | | Total rooms | 816,300 | 758,600 | 8% | | Global RevPAR (excl. currency) | N/A | N/A | 24% | Hotel Management - The decrease in Adjusted EBITDA was partially offset by $30 million of lower expenses associated with the exit from select-service hotel management and owned hotel businesses[133] Hotel Management Performance (Nine Months Ended September 30) | Metric | 2022 (Millions) | 2021 (Millions) | % Change | | :----- | :-------------- | :-------------- | :------- | | Net Revenues | $190 | $344 | (45%) | | Adjusted EBITDA | $33 | $38 | (13%) | | Total rooms | 19,700 | 44,000 | (55%) | | Global RevPAR (excl. currency) | N/A | N/A | 23% | Corporate and Other - Corporate and Other Adjusted EBITDA was unfavorable by $7 million due to inflationary cost pressures[134] DEVELOPMENT - The Company awarded 214 new contracts in Q3 2022, up from 151 in Q3 2021[135] - Global development pipeline grew 10% year-over-year to over 1,600 hotels and 212,000 rooms[135] - Approximately 76% of the pipeline is in midscale and above segments, 60% is international, and 80% is new construction[135] FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Financial Condition - The decrease in total assets was primarily due to the sale of two owned hotels and a reduction in intangible assets, partially offset by an increase in cash[136] Financial Condition Summary (Millions) | Metric | September 30, 2022 | December 31, 2021 | Change | | :----- | :----------------- | :---------------- | :----- | | Total assets | $4,210 | $4,269 | $(59) | | Total liabilities | $3,154 | $3,180 | $(26) | | Total stockholders' equity | $1,056 | $1,089 | $(33) | Liquidity and Capital Resources - As of September 30, 2022, the Company's liquidity approximated $1.0 billion[138] - The $750 million revolving credit facility was extended to April 2027, and a new $400 million senior secured Term Loan A facility was issued in April 2022[139] - The Company expects existing cash and financing access to be sufficient to fund operating activities, capital expenditures, and growth needs[138][146] CASH FLOW - Net cash provided by investing activities increased due to proceeds from the sales of two owned hotels and a termination fee from CorePoint Lodging[148] - Net cash used in financing activities decreased due to the absence of a $500 million senior unsecured notes redemption in 2021[149] Cash Flow Summary (Nine Months Ended September 30) | Activity | 2022 (Millions) | 2021 (Millions) | Change (Millions) | | :------- | :-------------- | :-------------- | :---------------- | | Operating activities | $349 | $327 | $22 | | Investing activities | $190 | $(21) | $211 | | Financing activities | $(420) | $(606) | $186 | | Net change in cash | $115 | $(300) | $415 | Capital Deployment - Capital deployment priorities include business investment, regular dividend payments, and stock repurchases[150] - Capital expenditures were $28 million for the nine months ended September 30, 2022, with an anticipated $40 million for the full year[151] - Development advance notes, net of repayments, totaled $36 million for the nine months ended September 30, 2022, with an anticipated $55 million for the full year[152] Stock Repurchase Program - The Board increased the stock repurchase program capacity by $400 million in February 2022 and an additional $400 million in October 2022[153][154][177] - As of September 30, 2022, $169 million remained available under the stock repurchase program[154][177] Stock Repurchase Activity (Three Months Ended September 30, 2022) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :----- | :----------------------------- | :--------------------------- | | July | 644,043 | $67.29 | | August | 638,048 | $69.02 | | September | 711,666 | $63.71 | | Total | 1,993,757 | $66.57 | Dividend Policy - Cash dividends of $0.32 per share were declared in each of the first three quarters of 2022, totaling $88 million[155] - Future dividend declarations are at the Board's discretion[156] LONG-TERM DEBT COVENANTS - The Company's credit facilities require compliance with a maximum first-lien leverage ratio of 5.0 times[157] - As of September 30, 2022, the Company was in compliance with financial covenants, with an annualized first-lien leverage ratio of 2.0 times[157][159] SEASONALITY - Revenues are generally higher in the second and third quarters due to increased leisure travel[160] - Seasonality can cause fluctuations in quarterly operating results, earnings, profit margins, and cash flows[160] COMMITMENTS AND CONTINGENCIES - The Company is involved in various claims and legal proceedings, as detailed in Note 13[161] - The Company believes its accruals are adequate and does not expect a material adverse effect on its financial condition or liquidity[161] CRITICAL ACCOUNTING POLICIES - Financial statements rely on estimates and assumptions that are inherently uncertain[162] - Critical accounting policies are described in the Company's 2021 Annual Report on Form 10-K[162] Item 3. Quantitative and Qualitative Disclosures About Market Risk. The Company manages interest rate and foreign currency risks using derivative instruments for hedging purposes - The Company uses interest rate swap contracts and foreign currency forwards to reduce market risks, acting exclusively as an end user[163][164] - A hypothetical 10% change in the effective weighted average interest rate would result in a $1 million change to annual interest expense[165] - A hypothetical 10% change in the U.S. dollar against all currency exposures would result in an approximately $6 million change to the fair value of hedging contracts[168] - Argentina is considered a highly inflationary economy, with the Company having $3 million in total net assets there as of September 30, 2022[169] Item 4. Controls and Procedures. Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls - As of September 30, 2022, disclosure controls and procedures were evaluated and deemed effective by management[173] - No material changes occurred in internal control over financial reporting during the period[173] PART II — OTHER INFORMATION Item 1. Legal Proceedings. The Company's legal proceedings are not expected to have a material adverse effect on its financial condition - The Company is involved in various legal proceedings, none of which are expected to have a material adverse effect on its financial condition[175] - Further details on claims and legal actions are provided in Note 13 to the Condensed Consolidated Financial Statements[175] Item 1A. Risk Factors. A comprehensive discussion of business risks is contained in the Company's 2021 Annual Report on Form 10-K - Risk factors affecting the Company's business and financial condition are detailed in Item 1A of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021[176] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. The Board authorized an additional $400 million for the stock repurchase program and the Company repurchased 1.99 million shares in Q3 2022 - The Board increased the stock repurchase program capacity by an additional $400 million in October 2022[177] - As of September 30, 2022, approximately $168.9 million remained available under the repurchase plan[177] Common Stock Repurchases (Quarter Ended September 30, 2022) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :----- | :----------------------------- | :--------------------------- | | July | 644,043 | $67.29 | | August | 638,048 | $69.02 | | September | 711,666 | $63.71 | | Total | 1,993,757 | $66.57 | Item 3. Defaults Upon Senior Securities. No defaults upon senior securities were reported during the period - No defaults upon senior securities were reported[178] Item 4. Mine Safety Disclosures. This item is not applicable to the Company's operations - Mine Safety Disclosures are not applicable to the Company[179] Item 5. Other Information. No other information was reported under this item for the period - No other information was reported under this item[180] Item 6. Exhibits. This section lists all exhibits filed as part of the Form 10-Q, providing supplementary information to the report - The exhibit index includes corporate governance documents, certifications (302 and 906), and XBRL instance and taxonomy documents[187] Signatures The report was officially signed on October 26, 2022, by the Chief Financial Officer and Chief Accounting Officer - The report was signed by Michele Allen, Chief Financial Officer, and Nicola Rossi, Chief Accounting Officer, on October 26, 2022[185]