Ceridian(DAY) - 2022 Q1 - Quarterly Report

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Forward-Looking Statements This section outlines the nature of forward-looking statements within the Form 10-Q, emphasizing that they are based on current expectations and assumptions, and are subject to inherent uncertainties, risks, and changes that could cause actual results to differ materially - Forward-looking statements relate to future conditions and are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, potentially causing actual results to differ materially[9] - Key risk factors include inability to manage growth, failure to provide new features, competitive pressures, inability to offer high-quality support, system breaches, non-compliance with laws, failure to update solutions, aging infrastructure, inability to maintain third-party relationships, inability to attract/retain employees, impact of debt obligations, and the duration/scope of the COVID-19 pandemic[12] PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (unaudited) This section presents Ceridian HCM Holding Inc.'s unaudited condensed consolidated financial statements for the three months ended March 31, 2022, including the balance sheets, statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, business combinations, fair value measurements, customer funds, goodwill, intangible assets, debt, employee benefit plans, share-based compensation, revenue disaggregation, accumulated other comprehensive loss, income taxes, leases, and net loss per share Condensed Consolidated Balance Sheets (March 31, 2022 vs. December 31, 2021) | (Dollars in millions) | March 31, 2022 | December 31, 2021 | | :----------------------------------- | :------------- | :---------------- | | ASSETS | | | | Cash and equivalents | $354.8 | $367.5 | | Customer funds | 7,364.2 | 3,535.8 | | Total assets | $11,059.5 | $7,166.2 | | LIABILITIES AND EQUITY | | | | Customer funds obligations | 7,418.5 | 3,519.9 | | Total liabilities | 8,918.7 | 4,938.7 | | Total stockholders' equity | 2,140.8 | 2,227.5 | | Total liabilities and equity | $11,059.5 | $7,166.2 | Condensed Consolidated Statements of Operations (Three Months Ended March 31, 2022 vs. 2021) | (Dollars in millions, except share and per share data) | 2022 | 2021 | | :----------------------------------------------------- | :--- | :--- | | Total revenue | $293.3 | $234.5 | | Total cost of revenue | 190.2 | 141.3 | | Gross profit | 103.1 | 93.2 | | Selling, general, and administrative | 122.0 | 95.6 | | Operating loss | (18.9) | (2.4) | | Loss before income taxes | (24.4) | (12.6) | | Net loss | $(27.4) | $(19.2) | | Net loss per share: Basic | $(0.18) | $(0.13) | | Net loss per share: Diluted | $(0.18) | $(0.13) | Condensed Consolidated Statements of Cash Flows (Three Months Ended March 31, 2022 vs. 2021) | (Dollars in millions) | 2022 | 2021 | | :----------------------------------------------------- | :--- | :--- | | Net cash provided by (used in) operating activities | $5.5 | $(4.5) | | Net cash used in investing activities | (184.7) | (404.7) | | Net cash provided by financing activities | 3,883.7 | 1,040.0 | | Net increase in cash, restricted cash, and equivalents | 3,706.2 | 634.2 | | Cash, restricted cash, and equivalents at end of period | $5,659.1 | $2,862.7 | Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Organization - Ceridian HCM Holding Inc. offers a broad range of human capital management (HCM) services and software, including payroll, tax filing, HR information systems, and time and labor management, primarily through long-term customer relationships that generate high recurring revenue[30] 2. Summary of Significant Accounting Policies - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information, reflecting all necessary adjustments[31][32] - The company adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method, which eliminated the debt discount for convertible debt and resulted in a $92.9 million increase to long-term debt, a $77.7 million decrease to additional paid-in capital, and a $10.0 million decrease to accumulated deficit[35] 3. Business Combinations - On December 3, 2021, Ceridian acquired ADAM HCM, a payroll and HCM company in Latin America, for $34.5 million[36] ADAM HCM Preliminary Purchase Price Allocation | (Dollars in millions) | Amount | | :-------------------- | :----- | | Goodwill | $24.0 | | Other intangible assets | 10.8 | | Total purchase price | $34.5 | 4. Fair Value Measurements Financial Assets and Liabilities Measured at Fair Value (March 31, 2022) | (Dollars in millions) | Level 1 | Level 2 | Level 3 | Total | | :-------------------------------- | :------ | :------ | :------ | :---- | | Available for sale customer funds assets | $— | $2,062.0 | $— | $2,062.0 | | DataFuzion contingent consideration | $— | $— | $6.8 | $6.8 | - The company recognized an expense of $0.8 million in Q1 2022 due to the remeasurement of the DataFuzion contingent consideration, which is classified as Level 3 due to unobservable inputs[40] 5. Customer Funds - Ceridian collects and temporarily holds customer funds for payroll and taxes, investing these funds to generate 'float revenue,' which are held in segregated accounts and are not available for general business use[43][161] Investment Income from Invested Customer Funds (Float Revenue) | Period | Amount (Millions USD) | | :-------------------------- | :-------------------- | | Three Months Ended Mar 31, 2022 | $11.4 | | Three Months Ended Mar 31, 2021 | $10.7 | Invested Customer Funds (Amortized Cost and Fair Value) | (Dollars in millions) | March 31, 2022 | December 31, 2021 | | :-------------------- | :------------- | :---------------- | | Amortized Cost | $7,406.3 | $3,501.5 | | Fair Value | $7,350.2 | $3,514.8 | - Gross unrealized losses on available-for-sale customer funds investments totaled $60.4 million as of March 31, 2022, primarily due to changes in interest rates rather than credit deterioration[47] 6. Goodwill and Intangible Assets Goodwill Balance | (Dollars in millions) | Amount | | :-------------------- | :----- | | Balance at December 31, 2021 | $2,323.6 | | Acquisition (a) | 0.5 | | Translation | 12.7 | | Balance at March 31, 2022 | $2,336.8 | (a) Relates to the ADAM HCM acquisition, with purchase accounting not yet finalized Other Intangible Assets, Net (March 31, 2022) | (Dollars in millions) | Net Amount | | :-------------------- | :--------- | | Customer lists and relationships | $87.7 | | Trade name | 179.3 | | Technology | 63.1 | | Total other intangible assets | $330.1 | Amortization Expense for Definite-Lived Intangible Assets | Period | Amount (Millions USD) | | :-------------------------- | :-------------------- | | Three Months Ended Mar 31, 2022 | $7.8 | | Three Months Ended Mar 31, 2021 | $2.2 | 7. Debt Debt Obligations (March 31, 2022 vs. December 31, 2021) | (Dollars in millions) | March 31, 2022 | December 31, 2021 | | :-------------------- | :------------- | :---------------- | | Term Debt | $656.2 | $657.9 | | Convertible Senior Notes | 575.0 | 575.0 | | Total debt | $1,240.5 | $1,242.5 | - In March 2021, Ceridian issued $575.0 million in 0.25% Convertible Senior Notes due 2026, and following the adoption of ASU 2020-06 on January 1, 2022, the notes are accounted for as a single liability with a carrying amount of $563.3 million as of March 31, 2022[58][62][63] Interest Expense Related to Convertible Senior Notes | (Dollars in millions) | Three Months Ended Mar 31, 2022 | Three Months Ended Mar 31, 2021 | | :-------------------- | :------------------------------ | :------------------------------ | | Contractual interest expense | $0.3 | $0.1 | | Amortization of debt discount | — | 0.7 | | Amortization of debt issuance costs | 0.7 | 0.1 | | Total | $1.0 | $0.9 | - The fair value of the company's debt was estimated at $1,149.0 million as of March 31, 2022, and $1,248.9 million as of December 31, 2021, classified as a Level 2 measurement[68] 8. Employee Benefit Plans Net Periodic Pension Cost | (Dollars in millions) | Three Months Ended Mar 31, 2022 | Three Months Ended Mar 31, 2021 | | :-------------------- | :------------------------------ | :------------------------------ | | Interest cost | $2.2 | $1.7 | | Actuarial loss amortization | 3.4 | 4.3 | | Less: Expected return on plan assets | (3.9) | (3.3) | | Net periodic pension cost | $1.7 | $2.7 | Net Periodic Postretirement Benefit Gain | (Dollars in millions) | Three Months Ended Mar 31, 2022 | Three Months Ended Mar 31, 2021 | | :-------------------- | :------------------------------ | :------------------------------ | | Net periodic postretirement benefit gain | $(0.5) | $(0.5) | 9. Share-Based Compensation Total Share-Based Compensation Expense | Period | Amount (Millions USD) | | :-------------------------- | :-------------------- | | Three Months Ended Mar 31, 2022 | $35.5 | | Three Months Ended Mar 31, 2021 | $22.8 | - As of March 31, 2022, there was $9.2 million of unrecognized share-based compensation expense for unvested performance-based stock options, expected to be recognized over 0.9 years[77] - As of March 31, 2022, there was $56.7 million of unrecognized share-based compensation expense for unvested term-based stock options, expected to be recognized over 1.2 years[79] - As of March 31, 2022, there was $157.2 million of unrecognized share-based compensation expense for unvested Restricted Stock Units (RSUs), expected to be recognized over 1.9 years[81] - As of March 31, 2022, there was $78.5 million of unrecognized share-based compensation expense for unvested Performance Stock Units (PSUs)[87] Global Employee Stock Purchase Plan (GESPP) Activity | Period Ended | Shares Issued | Purchase Price (per share) | | :------------- | :------------ | :------------------------- | | March 31, 2022 | 56,208 | $58.11 | 10. Revenue Disaggregation of Revenue (Three Months Ended March 31, 2022 vs. 2021) | (Dollars in millions) | 2022 | 2021 | | :-------------------- | :--- | :--- | | Dayforce Recurring | $188.6 | $145.3 | | Powerpay Recurring | 21.6 | 20.3 | | Total Cloud Revenue | $252.0 | $202.7 | | Bureau Recurring | $37.7 | $30.4 | | Total Revenue | $293.3 | $234.5 | - Recurring revenue included float revenue of $11.4 million for Q1 2022, up from $10.7 million for Q1 2021[91] - As of March 31, 2022, approximately $1,130.6 million of revenue is expected to be recognized over the next three years from remaining performance obligations, representing contracted recurring and fixed-price professional services[95] 11. Accumulated Other Comprehensive Loss Components of Accumulated Other Comprehensive Loss (March 31, 2022) | (Dollars in millions) | Amount | | :-------------------------------- | :----- | | Foreign Currency Translation Adjustment | $(161.7) | | Unrealized Gain (Loss) from Invested Customer Funds | (48.2) | | Pension Liability Adjustment | (148.0) | | Total Accumulated Other Comprehensive Loss | $(357.9) | - Other comprehensive loss before income taxes and reclassifications was $(53.6) million for Q1 2022, primarily driven by a $(69.4) million change in unrealized loss from invested customer funds[96] 12. Income Taxes Income Tax Expense | Period | Amount (Millions USD) | | :-------------------------- | :-------------------- | | Three Months Ended Mar 31, 2022 | $3.0 | | Three Months Ended Mar 31, 2021 | $6.6 | - The income tax expense for Q1 2022 included $4.3 million attributable to GILTI and $4.4 million attributable to share-based compensation, partially offset by a $4.7 million tax benefit from current operations[98] - As of March 31, 2022, the company had a valuation allowance of $46.2 million against certain deferred tax assets[97] 13. Leases Total Lease Assets and Liabilities (March 31, 2022 vs. December 31, 2021) | (Dollars in millions) | March 31, 2022 | December 31, 2021 | | :-------------------- | :------------- | :---------------- | | Total lease assets | $40.5 | $41.3 | | Total lease liabilities | $51.6 | $53.6 | Total Lease Cost, Net | (Dollars in millions) | Three Months Ended Mar 31, 2022 | Three Months Ended Mar 31, 2021 | | :-------------------- | :------------------------------ | :------------------------------ | | Total lease cost, net | $2.8 | $1.0 | 14. Commitments and Contingencies - Ceridian is subject to various legal claims and proceedings in the ordinary course of business, including employment, contract, intellectual property disputes, and government audits[103] - Management believes that the final disposition of these proceedings will not have a material adverse effect on the company's financial position or results of operations, considering the merits of the claims and available resources[106] 15. Net Loss per Share Net Loss Per Share (Basic and Diluted) | (Dollars in millions, except share and per share data) | Three Months Ended Mar 31, 2022 | Three Months Ended Mar 31, 2021 | | :----------------------------------------------------- | :------------------------------ | :------------------------------ | | Net loss per share - basic | $(0.18) | $(0.13) | | Net loss per share - diluted | $(0.18) | $(0.13) | - Potentially dilutive weighted-average shares, including stock options, restricted stock units, and performance stock units, were excluded from diluted net loss per share calculation because their effect would have been anti-dilutive[108] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides a detailed discussion and analysis of Ceridian's financial condition and results of operations for the three months ended March 31, 2022, compared to the prior year, highlighting significant revenue growth driven by Cloud solutions, particularly Dayforce, alongside increased operating expenses leading to a higher net loss, and covering the company's business model, the impact of global events, recent acquisitions and financing activities, key performance indicators, liquidity, and capital resources Key Financial Highlights (Three Months Ended March 31, 2022 vs. 2021) | Metric | 2022 (Millions USD) | 2021 (Millions USD) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :--------- | | Total Revenue | $293.3 | $234.5 | 25.1% | | Cloud Revenue | $252.0 | $202.7 | 24.3% | | Net Loss | $(27.4) | $(19.2) | (42.7)% | | Adjusted EBITDA | $57.4 | $44.5 | 29.0% | | Adjusted EBITDA Margin | 19.6% | 19.0% | 0.6 pp | | Net cash provided by (used in) operating activities | $5.5 | $(4.5) | N/A | - Total revenue increased by 25.1% to $293.3 million, primarily driven by a 24.3% increase in Cloud revenue, which includes Dayforce and Powerpay solutions[135] - Net loss increased to $27.4 million, primarily due to higher share-based compensation, increased investments in product development and selling capabilities, and costs associated with the integration of APJ acquisitions[151] 2.1. Overview - Ceridian is a global human capital management (HCM) software company, offering Cloud solutions (Dayforce, Powerpay) and supporting legacy Bureau solutions[111] - Dayforce is the flagship cloud HCM platform, providing HR, payroll, benefits, workforce management, and talent management functionality with a single employee record and real-time calculations[112] - Dayforce Wallet, a digital wallet for employees, provides instant access to earned wages, with over 1,100 customers signed, more than 510 live, and an average registration rate of 34% as of March 31, 2022[113][114] - The company had 5,609 live Dayforce customers as of March 31, 2022, adding 175 net new customers in Q1 2022[116] 2.2. Our Business Model - Ceridian's business model focuses on rapid growth of Dayforce and maximizing customer lifetime value through a subscription model with high customer retention[117] - The company estimates it takes approximately two years to recover implementation, customer acquisition, and other direct costs for a new Dayforce customer contract[117] - Additional revenue opportunities come from customer growth, expanding Dayforce solutions to more employees, and selling additional functionality to existing customers[118] 2.3. Global Events - The COVID-19 pandemic led to curtailed customer demand, lower professional services utilization, and negative impacts on float revenue due to interest rate cuts, though customer employment levels returned to pre-pandemic levels by the end of 2021[119] - The Russia-Ukraine conflict is being monitored for broader economic impacts and increased cybersecurity risks; as of the reporting date, the specific impact on Ceridian's financial condition is not material[120] 2.4. Recent Events - In 2021, Ceridian completed several acquisitions: Ascender HCM ($359.6 million) in Asia Pacific Japan, Ideal ($41.4 million) for talent intelligence, DataFuzion HCM ($12.5 million) for data solutions, and ADAM HCM ($34.5 million) in Latin America[121][122][123] - In March 2021, the company issued $575.0 million in 0.25% Convertible Senior Notes due 2026, with net proceeds of $561.8 million used to repay debt and for general corporate purposes[124][158] 2.5. How We Assess Our Performance - Live Dayforce customers increased to 5,609 as of March 31, 2022, up from 5,039 in the prior year, serving as an indicator of future revenue and implementation service performance[126] - Dayforce recurring revenue per customer for the trailing twelve months ended March 31, 2022, was $110,947, an increase from $101,230 in the comparable prior period, indicating growth in average customer size[126] - The company uses non-GAAP measures such as Constant Currency Revenue, EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin to evaluate underlying business performance and management effectiveness, excluding foreign currency fluctuations and non-operating decisions[128][129] 2.6. Results of Operations Revenue Performance (Three Months Ended March 31, 2022 vs. 2021) | Revenue Category | 2022 (Millions USD) | 2021 (Millions USD) | Change (Millions USD) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :-------------------- | :--------- | | Total revenue | $293.3 | $234.5 | $58.8 | 25.1% | | Cloud recurring | $210.2 | $165.6 | $44.6 | 26.9% | | Dayforce recurring, excluding float | $180.3 | $137.6 | $42.7 | 31.0% | | Bureau recurring | $37.7 | $30.4 | $7.3 | 24.0% | | Float revenue | $11.4 | $10.7 | $0.7 | 6.5% | - On a constant currency basis and excluding float revenue, total revenue grew 26.0%, with Cloud revenue growing 24.9% and Bureau revenue growing 32.6%[137] - The average float balance for customer funds increased 17.5% to $5,088.9 million in Q1 2022, while the average yield declined by 11 basis points to 0.91%[139] Cost of Revenue and Gross Profit Performance (Three Months Ended March 31, 2022 vs. 2021) | Metric | 2022 (Millions USD) | 2021 (Millions USD) | Change (Millions USD) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :-------------------- | :--------- | | Total cost of revenue | $190.2 | $141.3 | $48.9 | 34.6% | | Product development and management | $40.4 | $25.8 | $14.6 | 56.6% | | Gross profit | $103.1 | $93.2 | $9.9 | 10.6% | | Total gross margin | 35.2% | 39.7% | (4.5) pp | (11.3)% | | Cloud recurring gross margin | 69.3% | 72.2% | (2.9) pp | (4.0)% | - Selling, general, and administrative expense increased by $26.4 million, driven by employee-related costs, recent acquisitions, and investment in the sales force[147] Net Loss and Adjusted EBITDA (Three Months Ended March 31, 2022 vs. 2021) | Metric | 2022 (Millions USD) | 2021 (Millions USD) | Change (Millions USD) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :-------------------- | :--------- | | Net loss | $(27.4) | $(19.2) | $(8.2) | (42.7)% | | Adjusted EBITDA | $57.4 | $44.5 | $12.9 | 29.0% | | Adjusted EBITDA margin | 19.6% | 19.0% | 0.6 pp | 3.2% | 2.7. Liquidity and Capital Resources - Primary liquidity sources include existing cash and equivalents ($354.8 million as of March 31, 2022), cash from operating activities, availability under the Revolving Credit Facility, and proceeds from debt/equity issuances[154] - Customer funds are held in segregated accounts and invested with primary objectives of principal protection and adequate liquidity, with approximately 45%-55% in liquidity portfolios and 45%-55% in fixed income portfolios[161] Cash Flow Summary (Three Months Ended March 31, 2022 vs. 2021) | (Dollars in millions) | 2022 | 2021 | | :----------------------------------------------------- | :--- | :--- | | Net cash provided by (used in) operating activities | $5.5 | $(4.5) | | Net cash used in investing activities | (184.7) | (404.7) | | Net cash provided by financing activities | 3,883.7 | 1,040.0 | | Net increase in cash, restricted cash, and equivalents | 3,706.2 | 634.2 | - Net cash provided by financing activities significantly increased to $3,883.7 million in Q1 2022, primarily due to a $3,879.8 million increase in net customer fund obligations[168] - Remaining performance obligations (backlog) totaled approximately $1,130.6 million as of March 31, 2022, representing contracted revenue for recurring and fixed-price professional services expected over the next three years[170] 2.8. Critical Accounting Policies and Estimates - There were no significant changes to the company's critical accounting policies and estimates during the three months ended March 31, 2022[172] 2.9. Non-GAAP Measures - EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin are non-GAAP financial measures used by management and investors to evaluate overall operating performance, excluding items like foreign exchange gains/losses, share-based compensation, severance, restructuring fees, and other non-recurring items[173][174] Reconciliation of Net Loss to Adjusted EBITDA (Three Months Ended March 31, 2022 vs. 2021) | Metric | 2022 (Millions USD) | 2021 (Millions USD) | | :-------------------------------- | :------------------ | :------------------ | | Net loss | $(27.4) | $(19.2) | | Interest expense, net | 5.8 | 5.6 | | Income tax expense | 3.0 | 6.6 | | Depreciation and amortization | 20.9 | 15.0 | | EBITDA | 2.3 | 8.0 | | Foreign exchange (gain) loss | (0.8) | 1.9 | | Share-based compensation | 35.5 | 23.0 | | Severance charges | 17.3 | 2.1 | | Restructuring consulting fees | 1.9 | 7.8 | | Other non-recurring items | 1.2 | 1.7 | | Adjusted EBITDA | 57.4 | 44.5 | | Adjusted EBITDA margin | 19.6% | 19.0% | Item 3. Quantitative and Qualitative Disclosures about Market Risk This section details Ceridian's exposure to market risks, including foreign currency exchange rates, interest rates, and pension obligations, explaining how these risks are managed and quantifying potential impacts, such as the sensitivity of float revenue and interest expense to changes in interest rates - Ceridian is exposed to foreign currency risk, particularly with the Canadian Dollar, but historically, foreign currency inflows have provided a natural hedge against expenses, and no active hedging program is currently in place[191] - Interest rate risk affects float revenue from invested customer funds; a hypothetical 100 basis point increase in market investment rates would result in approximately a $24 million increase in float revenue over the ensuing twelve-month period[193] - Interest rate risk also impacts debt; a 100 basis point increase in LIBOR rates would result in approximately a $6 million increase in interest expense, net, over the ensuing twelve-month period, as the company pays floating rates on its Term Debt and Revolving Credit Facility[196] - Pension obligation risk is managed through a frozen defined benefit plan, with future costs dependent on actual returns on plan assets, actuarial assumptions, contributions, and benefit experience[197] Item 4. Controls and Procedures Management, under the supervision of the Co-Chief Executive Officers and Chief Financial Officer, evaluated the effectiveness of the company's disclosure controls and procedures as of March 31, 2022, concluding they were effective, with no material changes in internal control over financial reporting reported during the quarter - Management, with the participation of Co-Chief Executive Officers and Chief Financial Officer, concluded that the company's disclosure controls and procedures were effective as of March 31, 2022[200] - There were no changes in internal control over financial reporting during the three months ended March 31, 2022, that materially affected, or are reasonably likely to materially affect, these controls[201] PART II. OTHER INFORMATION Item 1. Legal Proceedings Ceridian is involved in various legal proceedings in the ordinary course of business, none of which are expected to have a material adverse effect, and a proposed class action lawsuit in Ontario, Canada, alleging misrepresentations related to a pre-IPO distribution, is in its early stages, with management believing the likelihood of a material loss is remote - The company is a party to legal proceedings arising in the ordinary course of business, but none are currently believed to have a material adverse effect on its business, financial condition, or liquidity[106][203] - A proposed class action lawsuit was filed in Ontario, Canada, alleging misrepresentations in pre-IPO disclosures regarding the distribution of the company's interest in LifeWorks Corporation Ltd., with the Ontario court rejecting the plaintiff's Norwich Application for discovery[204] - At this early stage, the ultimate disposition of the class action is not determinable, but management believes the likelihood of a material loss arising from this claim is remote[205] Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 - There have been no material changes in the company's risk factors from those disclosed in Part I, Item 1A, of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021[206] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities or use of proceeds for the period - No unregistered sales of equity securities and use of proceeds to report[207] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities for the period - No defaults upon senior securities to report[208] Item 4. Mine Safety Disclosures This item is not applicable to the company's operations - Mine Safety Disclosures are not applicable to the registrant[209] Item 5. Other Information The company reported no other information for the period - No other information to report[210] Item 6. Exhibits This section lists all exhibits filed or furnished as part of the Form 10-Q, including corporate organizational documents, employment agreements, equity incentive plans, and various certifications required by SEC regulations - Exhibits include the Fourth Amended and Restated Certificate of Incorporation, Second Amended and Restated Bylaws, various employment agreements, the 2018 Equity Incentive Plan, the 2022 Management Incentive Plan, and certifications from executive officers[212]