John B. Sanfilippo & Son(JBSS) - 2021 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION Presents unaudited consolidated financial statements for Q1 Fiscal 2021, including income, balance sheets, equity, cash flows, and detailed notes Item 1. Financial Statements (Unaudited) Provides the unaudited consolidated financial statements for the quarter ended September 24, 2020, with accompanying notes Consolidated Statements of Comprehensive Income Details the company's financial performance, including net sales, gross profit, operating income, and net income for the quarter | Metric | Q1 Fiscal 2021 (Sept 24, 2020) (Dollars in thousands) | Q1 Fiscal 2020 (Sept 26, 2019) (Dollars in thousands) | Change ($ thousands) | Change (%) | | :-------------------------------- | :------------------------------------ | :------------------------------------ | :------------------- | :--------- | | Net sales | $210,273 | $217,846 | $(7,573) | -3.5% | | Cost of sales | $170,941 | $175,598 | $(4,657) | -2.6% | | Gross profit | $39,332 | $42,248 | $(2,916) | -6.9% | | Total operating expenses | $20,459 | $23,186 | $(2,727) | -11.8% | | Income from operations | $18,873 | $19,062 | $(189) | -1.0% | | Income before income taxes | $17,361 | $17,571 | $(210) | -1.2% | | Net income | $12,812 | $12,926 | $(114) | -0.9% | | Net income per common share-basic | $1.12 | $1.13 | $(0.01) | -0.9% | | Net income per common share-diluted | $1.11 | $1.12 | $(0.01) | -0.9% | Consolidated Balance Sheets Presents the company's financial position, including assets, liabilities, and stockholders' equity at key reporting dates | Metric | Sept 24, 2020 (Dollars in thousands) | June 25, 2020 (Dollars in thousands) | Sept 26, 2019 (Dollars in thousands) | | :-------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | | ASSETS | | | | | Total Current Assets | $227,348 | $238,871 | $223,105 | | Total Property, Plant and Equipment | $126,328 | $123,797 | $126,037 | | Total Assets | $396,758 | $407,457 | $393,222 | | LIABILITIES & STOCKHOLDERS' EQUITY | | | | | Total Current Liabilities | $117,635 | $112,168 | $104,407 | | Total Long-Term Liabilities | $55,824 | $57,051 | $54,765 | | Total Liabilities | $173,459 | $169,219 | $159,172 | | Total Stockholders' Equity | $223,299 | $238,238 | $234,050 | - Total assets increased slightly year-over-year but decreased quarter-over-quarter [15][18] - Total liabilities increased both year-over-year and quarter-over-quarter, primarily driven by an increase in revolving credit facility borrowings [15][18] Consolidated Statements of Stockholders' Equity Outlines changes in stockholders' equity, reflecting net income, dividends, and other comprehensive income | Metric | Balance, June 25, 2020 (Dollars in thousands) | Net Income (Dollars in thousands) | Cash Dividends (Dollars in thousands) | Balance, Sept 24, 2020 (Dollars in thousands) | | :--------------------- | :------------------------------------ | :-------------------------------- | :---------------------------- | :------------------------------------ | | Total Stockholders' Equity | $238,238 | $12,812 | $(28,685) | $223,299 | - Total stockholders' equity decreased from $238.2 million at June 25, 2020, to $223.3 million at September 24, 2020, primarily due to cash dividends paid of $28.7 million, partially offset by net income of $12.8 million [21] Consolidated Statements of Cash Flows Summarizes cash inflows and outflows from operating, investing, and financing activities for the reporting period | Cash Flow Activity | Q1 Fiscal 2021 (Sept 24, 2020) (Dollars in thousands) | Q1 Fiscal 2020 (Sept 26, 2019) (Dollars in thousands) | Change ($ thousands) | | :-------------------------------- | :------------------------------------ | :------------------------------------ | :------------------- | | Net cash provided by operating activities | $20,577 | $22,468 | $(1,891) | | Net cash used in investing activities | $(6,018) | $(3,102) | $(2,916) | | Net cash used in financing activities | $(15,351) | $(20,070) | $4,719 | | Net decrease in cash | $(792) | $(704) | $(88) | | Cash, end of period | $743 | $887 | $(144) | - Net cash provided by operating activities decreased year-over-year, while cash used in investing activities significantly increased due to higher capital expenditures [24] - Cash used in financing activities decreased, primarily due to lower dividend payments [24] Notes to Consolidated Financial Statements Provides detailed explanations of accounting policies, financial instrument details, and other relevant financial information Note 1 – Basis of Presentation and Description of Business Describes the company's business operations as a leading nut processor and distributor, and its product channels - The Company is a leading processor and distributor of peanuts, pecans, cashews, walnuts, almonds, and other nuts in the United States [26] - Products are sold under private brands and proprietary brand names including Fisher, Orchard Valley Harvest, Squirrel Brand, Southern Style Nuts, and Sunshine Country [26] - Products are distributed through three primary channels: consumer (food retailers), commercial ingredient users, and contract packaging customers [26] Note 2 – Revenue Recognition Explains the company's policies for recognizing revenue, including variable consideration and disaggregated sales channels - Revenue is recognized when control of products is transferred to the customer, typically upon shipment or delivery [32] - Variable consideration, such as promotional allowances and rebates, is recognized as a reduction in revenue [33][34] Revenue Disaggregated by Sales Channel (Dollars in thousands) | Distribution Channel | September 24, 2020 | September 26, 2019 | | :------------------- | :----------------- | :----------------- | | Consumer | $166,757 | $157,146 | | Commercial Ingredients | $22,811 | $36,888 | | Contract Packaging | $20,705 | $23,812 | | Total | $210,273 | $217,846 | Note 3 – Leases Details the company's lease arrangements, including right-of-use assets, liabilities, and associated costs - The Company leases equipment for transportation in warehouses, automobiles, and a small warehouse [39] Operating Lease Right-of-Use Assets and Liabilities (Dollars in thousands) | Metric | Sept 24, 2020 | June 25, 2020 | Sept 26, 2019 | | :-------------------------- | :------------ | :------------ | :------------ | | Operating lease right-of-use assets | $4,201 | $4,351 | $5,170 | | Total lease right-of-use assets | $4,201 | $4,351 | $5,170 | | Current Operating leases | $1,405 | $1,376 | $1,390 | | Noncurrent Operating leases | $2,807 | $2,990 | $3,774 | | Total lease liabilities | $4,212 | $4,366 | $5,164 | Total Lease Costs and Leasing Revenue (Dollars in thousands) | Metric | Q1 Fiscal 2021 (Sept 24, 2020) | Q1 Fiscal 2020 (Sept 26, 2019) | | :------------------- | :----------------------------- | :----------------------------- | | Operating lease costs | $473 | $374 | | Variable lease costs | $20 | $16 | | Total Lease Cost | $493 | $390 | | Lease income | $451 | $543 | Note 4 – Inventories Provides a breakdown of inventory categories and their valuation at different reporting dates Inventories (Dollars in thousands) | Category | Sept 24, 2020 | June 25, 2020 | Sept 26, 2019 | | :----------------------- | :------------ | :------------ | :------------ | | Raw material and supplies | $46,518 | $69,276 | $48,989 | | Work-in-process and finished goods | $103,853 | $102,792 | $107,464 | | Total | $150,371 | $172,068 | $156,453 | - Total inventories decreased by $6.1 million (3.9%) year-over-year and $21.7 million (12.6%) quarter-over-quarter [50] Note 5 – Goodwill and Intangible Assets Presents the company's goodwill and intangible assets, including amortization details Net Intangible Assets (Dollars in thousands) | Category | Sept 24, 2020 | June 25, 2020 | Sept 26, 2019 | | :----------------------- | :------------ | :------------ | :------------ | | Customer relationships | $21,100 | $21,100 | $21,100 | | Brand names | $16,990 | $16,990 | $16,990 | | Non-compete agreement | $270 | $270 | $270 | | Less accumulated amortization | $(26,813) | $(26,235) | $(24,406) | | Net intangible assets | $11,547 | $12,125 | $13,954 | - Net intangible assets decreased to $11.5 million at September 24, 2020, from $13.9 million at September 26, 2019, primarily due to amortization [51] - Total amortization expense related to intangible assets was $578 thousand for the quarter ended September 24, 2020 [52] - Goodwill remained unchanged at $9.65 million [52] Note 6 – Credit Facility Outlines the company's senior secured revolving credit facility, available credit, and compliance status - The Company has a $117.5 million senior secured revolving credit facility [54] - At September 24, 2020, available credit was $69.97 million, with borrowings of $44.17 million and $3.36 million in outstanding letters of credit [55] - The Company was in compliance with all financial covenants under the Credit Facility [55] Note 7 – Earnings Per Common Share Details the calculation of basic and diluted earnings per common share Weighted Average Shares Outstanding | Metric | Q1 Fiscal 2021 (Sept 24, 2020) | Q1 Fiscal 2020 (Sept 26, 2019) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Weighted average number of shares outstanding – basic | 11,477,287 | 11,444,560 | | Effect of dilutive securities | 73,300 | 94,416 | | Weighted average number of shares outstanding – diluted | 11,550,587 | 11,538,976 | - Basic EPS was $1.12 and diluted EPS was $1.11 for Q1 Fiscal 2021, slightly down from $1.13 and $1.12 respectively in Q1 Fiscal 2020 [12] Note 8 – Stock-Based Compensation Plans Discusses stock-based compensation expense and unrecognized compensation costs - Stock-based compensation expense was $622 thousand for Q1 Fiscal 2021, a slight decrease from $633 thousand in Q1 Fiscal 2020 [57] - As of September 24, 2020, $2.685 million of unrecognized compensation cost remains, expected to be recognized over a weighted average period of 1.0 year [57] Note 9 – Retirement Plan Presents the net periodic benefit cost associated with the company's retirement plan Net Periodic Benefit Cost (Dollars in thousands) | Component | Q1 Fiscal 2021 (Sept 24, 2020) | Q1 Fiscal 2020 (Sept 26, 2019) | | :-------------------------- | :----------------------------- | :----------------------------- | | Service cost | $236 | $178 | | Interest cost | $214 | $223 | | Amortization of prior service cost | $120 | $239 | | Amortization of loss | $296 | $104 | | Net periodic benefit cost | $866 | $744 | - Net periodic benefit cost increased to $866 thousand in Q1 Fiscal 2021 from $744 thousand in Q1 Fiscal 2020 [58] Note 10 – Accumulated Other Comprehensive Loss Details changes in accumulated other comprehensive loss for the reporting periods Changes to Accumulated Other Comprehensive Loss (Dollars in thousands) | Metric | Q1 Fiscal 2021 (Sept 24, 2020) | Q1 Fiscal 2020 (Sept 26, 2019) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Balance at beginning of period | $(8,630) | $(4,325) | | Net current-period other comprehensive income | $312 | $257 | | Impact of adopting ASU 2018-02 | — | $(976) | | Balance at end of period | $(8,318) | $(5,044) | - Accumulated other comprehensive loss improved to $(8.318) million at September 24, 2020, from $(8.630) million at the beginning of the period [61] Note 11 – Commitments and Contingent Liabilities Addresses the company's involvement in legal proceedings and management's assessment of their financial impact - The Company is involved in various legal proceedings in the ordinary course of business [63] - Management believes the ultimate outcomes will not materially affect the Company's financial position, results of operations, or cash flows, but acknowledges inherent uncertainties and potential for unfavorable outcomes [63] Note 12 – Fair Value of Financial Instruments Discusses the fair value of the company's financial instruments, including long-term debt - The carrying values of cash, trade accounts receivable, accounts payable, and revolving credit facility borrowings approximate their fair values due to short-term maturities and nature [65][66] Carrying Value and Fair Value of Long-Term Debt (Dollars in thousands) | Metric | Sept 24, 2020 | June 25, 2020 | Sept 26, 2019 | | :-------------------------- | :------------ | :------------ | :------------ | | Carrying value of long-term debt | $18,189 | $20,059 | $25,606 | | Fair value of long-term debt | $18,489 | $20,186 | $25,710 | Note 13 – Related Party Transaction Explains a promissory note related to an acquisition, previously considered a related party transaction - A promissory note related to the Squirrel Brand acquisition was previously considered related party debt but is no longer as the principal owner and seller ceased employment with the Company in fiscal 2020 [68] - The outstanding balance on the Promissory Note was $0.6 million at September 24, 2020 [129] Note 14 – Recent Accounting Pronouncements Summarizes recently adopted accounting pronouncements and their impact on financial statements - The Company adopted ASU No. 2018-15 (Cloud Computing), ASU No. 2018-14 (Defined Benefit Plans), ASU No. 2017-04 (Goodwill Impairment), and ASU No. 2016-13 (Credit Losses) in the first quarter of fiscal 2021 [69][70][71][72] - None of the adopted pronouncements had a material impact on the Consolidated Financial Statements [69][71][72] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion and analysis of financial condition and results of operations for Q1 Fiscal 2021, including business overview, highlights, and liquidity OVERVIEW Provides a general description of the company's business, strategic goals, and challenges, including COVID-19 impacts - John B. Sanfilippo & Son, Inc. is a leading processor and distributor of nuts and other food/snack products in the U.S., selling under private and proprietary brands [75] - The Company's Strategic Plan aims to drive profitable growth by expanding branded business (Fisher, Orchard Valley Harvest, Squirrel Brand, Southern Style Nuts) through product innovation, distribution expansion, and increased e-commerce sales [76] - Challenges include commodity cost fluctuations, intense competition, and the negative impact of COVID-19 on foodservice demand and transportation capacity, despite a positive impact on certain consumer segments [77][78] - The Company has implemented COVID-19 safety measures for employees and contingency plans for manufacturing facilities to mitigate pandemic-related risks [80][81] QUARTERLY HIGHLIGHTS Summarizes key financial performance metrics and trends for the first quarter of fiscal 2021 - Net sales decreased 3.5% to $210.3 million for Q1 Fiscal 2021 compared to $217.8 million for Q1 Fiscal 2020 [85] - Sales volume decreased 3.5% year-over-year [86] - Gross profit decreased by $2.9 million, and gross profit margin declined to 18.7% from 19.4% [86] - Total operating expenses decreased $2.7 million (11.8%), improving to 9.7% of net sales from 10.6% [87] - The total value of inventories decreased $6.1 million (3.9%) year-over-year [88] - Acquisition costs for walnuts and almonds are expected to decrease in the 2020 crop year, with other major tree nut costs expected to decline or remain stable [89] RESULTS OF OPERATIONS Analyzes the company's financial performance, including net sales, gross profit, and operating expenses Net Sales Details net sales performance, including volume changes and disaggregation by distribution channel - Net sales decreased 3.5% to $210.3 million in Q1 Fiscal 2021, with sales volume also decreasing by 3.5% [92] Net Sales by Distribution Channel (Dollars in thousands) | Distribution Channel | Sept 24, 2020 | Percentage of Total (2020) | Sept 26, 2019 | Percentage of Total (2019) | $ Change | Percent Change | | :------------------- | :------------ | :------------------------- | :------------ | :------------------------- | :------- | :------------- | | Consumer | $166,757 | 79.3% | $157,146 | 72.2% | $9,611 | 6.1% | | Commercial Ingredients | $22,811 | 10.9% | $36,888 | 16.9% | $(14,077) | (38.2)% | | Contract Packaging | $20,705 | 9.8% | $23,812 | 10.9% | $(3,107) | (13.0)% | | Total | $210,273 | 100.0% | $217,846 | 100.0% | $(7,573) | (3.5)% | - Consumer channel sales increased 6.1% due to higher private brand trail/snack mixes, mixed nuts, cashews, and peanuts, and a 12.6% increase in Fisher snack nuts, partially offset by a 14.1% decrease in Fisher recipe nuts [95] - Commercial ingredients sales declined 38.2% (27.7% volume) due to a 40.9% decrease in foodservice business from COVID-19 impacts [97] - Contract packaging sales decreased 13.0% (12.2% volume) due to reduced convenience store foot traffic and loss of peanut butter business [98] Gross Profit Discusses the changes in gross profit and gross profit margin for the reporting period - Gross profit decreased $2.9 million (6.9%) to $39.3 million in Q1 Fiscal 2021 [99] - Gross profit margin decreased to 18.7% from 19.4% in Q1 Fiscal 2020, primarily due to the overall sales volume decrease [99] Operating Expenses Analyzes the components and changes in total operating expenses, including selling and administrative costs - Total operating expenses decreased $2.7 million (11.8%) to $20.5 million in Q1 Fiscal 2021, representing 9.7% of net sales (down from 10.6%) [100] - Selling expenses decreased $2.0 million (14.4%) due to reductions in advertising, compensation, and freight expenses [101] - Administrative expenses decreased $0.7 million (7.7%) due to lower consulting fees and incentive compensation [102] Income from Operations Presents the company's income from operations and its percentage of net sales - Income from operations decreased to $18.9 million (9.0% of net sales) in Q1 Fiscal 2021 from $19.1 million (8.8% of net sales) in Q1 Fiscal 2020 [103] Interest Expense Reports the interest expense incurred by the company for the reporting period - Interest expense remained stable at $0.5 million for both Q1 Fiscal 2021 and Q1 Fiscal 2020 [104] Rental and Miscellaneous Expense, Net Details the net rental and miscellaneous expenses for the reporting period - Net rental and miscellaneous expense remained stable at $0.4 million for both Q1 Fiscal 2021 and Q1 Fiscal 2020 [105] Other Expense Discusses other expenses, primarily related to pension costs - Other expense, primarily pension-related, remained stable at $0.6 million for both Q1 Fiscal 2021 and Q1 Fiscal 2020 [106] Income Tax Expense Reports the income tax expense and effective tax rate for the reporting period - Income tax expense was $4.5 million (26.2% of income before taxes) in Q1 Fiscal 2021, compared to $4.6 million (26.4%) in Q1 Fiscal 2020 [107] Net Income Presents the company's net income and earnings per common share for the quarter - Net income was $12.8 million ($1.12 basic EPS, $1.11 diluted EPS) for Q1 Fiscal 2021, slightly down from $12.9 million ($1.13 basic EPS, $1.12 diluted EPS) for Q1 Fiscal 2020 [108] LIQUIDITY AND CAPITAL RESOURCES Discusses the company's cash flow, funding sources, and capital allocation strategies General Outlines the company's primary cash uses and sources, and its liquidity outlook - Primary uses of cash include funding operations, fulfilling contractual obligations, pursuing the Strategic Plan, and repaying indebtedness [110] - Primary sources of cash are results of operations and availability under the Credit Facility [110] - The Company anticipates sufficient cash flow from operations and the Credit Facility to fund operations for the next twelve months [110] Operating Activities Details cash flows generated from operating activities, including changes in working capital - Net cash provided by operating activities was $20.6 million for Q1 Fiscal 2021, down from $22.5 million for Q1 Fiscal 2020 [112] - Net accounts receivable increased $12.9 million (22.7%) quarter-over-quarter and $9.4 million (15.6%) year-over-year, mainly due to extended terms granted to COVID-19 impacted customers [113] - Total inventories decreased $21.7 million (12.6%) quarter-over-quarter and $6.1 million (3.9%) year-over-year, attributed to lower quantities of tree nuts/peanuts and reduced acquisition costs for almonds/cashews [114] Investing Activities Discusses cash flows used in investing activities, primarily capital expenditures - Cash used in investing activities, primarily for capital expenditures, increased to $6.0 million in Q1 Fiscal 2021 from $3.1 million in Q1 Fiscal 2020 [116] - Total capital expenditures for Fiscal 2021 are projected to be approximately $23.0 million, driven by a strategic investment for a new product line [116] Financing Activities Explains cash flows from financing activities, including debt and dividend payments - Cash used in financing activities decreased to $15.4 million in Q1 Fiscal 2021 from $20.1 million in Q1 Fiscal 2020 [118] - Dividends paid in Q1 Fiscal 2021 were approximately $5.6 million less than in the same period of Fiscal 2020 [118] - Net short-term borrowings under the Credit Facility were $17.2 million in Q1 Fiscal 2021, up from $16.0 million in Q1 Fiscal 2020 [118] Real Estate Matters Addresses the company's real estate holdings and efforts to lease vacant office space - The Company is actively seeking additional tenants for approximately 67% vacant rentable office space at its Elgin Site [119] - Further capital expenditures may be necessary to lease the remaining space [119] Financing Arrangements Describes the company's various financing facilities, including credit and mortgage arrangements - The Company has a $117.5 million senior secured revolving credit facility and a $45.0 million Mortgage Facility [120][121] - The Credit Facility term was extended to March 5, 2025 [121] Credit Facility Provides details on the revolving credit facility, interest rates, and available credit - Borrowings under the Credit Facility accrue interest at either the administrative agent's prime rate or LIBOR, plus an applicable margin [123] - The weighted average interest rate for the Credit Facility was 1.7% at September 24, 2020 [124] - The Company had $70.0 million of available credit under the Credit Facility and was in compliance with all covenants as of September 24, 2020 [124] Mortgage Facility Outlines the terms of the mortgage facility, including maturity, interest rate, and outstanding principal - The Mortgage Facility matures on March 1, 2023, with a fixed interest rate of 4.25% per annum since March 1, 2018 [126] - Monthly principal payments are $0.3 million, and the outstanding principal amount was $8.2 million at September 24, 2020 [126][127] - The Company was in compliance with all covenants under the Mortgage Facility [127] Selma Property Discusses the sale and leaseback arrangement for the Selma, Texas properties - The Company sold its Selma, Texas properties in 2006 to related party partnerships for $14.3 million and is leasing them back [128] - The lease term was extended to September 2026, with one five-year renewal option remaining [128] - A debt obligation of $9.4 million related to this arrangement was outstanding at September 24, 2020 [128] Squirrel Brand Seller-Financed Note Details the seller-financed promissory note related to the Squirrel Brand acquisition - An $11.5 million seller-financed promissory note was incurred for the Squirrel Brand acquisition in November 2017 [129] - The note is unsecured, bears 5.5% interest, and is payable in monthly principal payments of $0.3 million [129] - The outstanding principal amount was $0.6 million at September 24, 2020 [129] Critical Accounting Policies and Estimates Refers to the company's annual report for detailed information on critical accounting policies and estimates - For information regarding Critical Accounting Policies and Estimates, refer to the Company's Form 10-K for the fiscal year ended June 25, 2020 [131] Recent Accounting Pronouncements Directs readers to Note 14 for information on recently issued and adopted accounting pronouncements - Refer to Note 14 – 'Recent Accounting Pronouncements' in Part I, Item 1 of this Form 10-Q for a discussion of recently issued and adopted accounting pronouncements [132] Item 3. Quantitative and Qualitative Disclosures About Market Risk States no material change in the company's market risk sensitivity since the prior annual report - No material change in the Company's assessment of its sensitivity to market risk since the presentation in the Annual Report on Form 10-K for the fiscal year ended June 25, 2020 [137] Item 4. Controls and Procedures Management concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - Management concluded that the Company's disclosure controls and procedures were effective as of September 24, 2020 [139] - There were no changes in internal control over financial reporting during the quarter ended September 24, 2020, that materially affected or are reasonably likely to materially affect it [140] PART II. OTHER INFORMATION Provides additional information including legal proceedings, risk factors, and a comprehensive list of exhibits Item 1. Legal Proceedings Refers to Note 11 for a discussion of the company's legal proceedings - For a discussion of legal proceedings, refer to Note 11 – 'Commitments and Contingent Liabilities' in Part I, Item 1 of this Form 10-Q [142] Item 1A. Risk Factors Directs readers to the annual report for risk factors, noting no significant changes in the current quarter - Readers should consider the factors, risks, and uncertainties discussed in Part I, Item 1A – 'Risk Factors' of the Annual Report on Form 10-K for the fiscal year ended June 25, 2020 [144] - There were no significant changes to the risk factors identified in the FY2020 Form 10-K during the first quarter of fiscal 2021 [144] Item 6. Exhibits Presents an index of all exhibits filed with the Form 10-Q, including corporate governance and credit agreements - The exhibit index lists various documents including the Restated Certificate of Incorporation, Amended and Restated Bylaws, 2014 Omnibus Incentive Plan, and the Amended and Restated Credit Agreement [149][150][151][152] - Certifications by Jeffrey T. Sanfilippo and Michael J. Valentine pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included [152][153] SIGNATURE Official signing of the report by the Chief Financial Officer, Group President, and Secretary SIGNATURE Official signing of the report by Michael J. Valentine, Chief Financial Officer, Group President, and Secretary - The report was signed by Michael J. Valentine, Chief Financial Officer, Group President and Secretary [157] - The signing date was October 28, 2020 [155]