Bright Horizons Family Solutions(BFAM) - 2024 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) This section details Bright Horizons' unaudited financial statements, including balance sheets, income, comprehensive income, equity, and cash flows, with explanatory notes Condensed Consolidated Balance Sheets Summarizes the company's financial position, showing total assets, liabilities, and stockholders' equity at period-end Balance Sheet Summary | Metric | September 30, 2024 (In thousands) | December 31, 2023 (In thousands) | | :----- | :-------------------------------- | :------------------------------- | | Total Assets | $3,914,813 | $3,896,144 | | Total Liabilities | $2,515,622 | $2,683,468 | | Total Stockholders' Equity | $1,399,191 | $1,212,676 | Condensed Consolidated Statements of Income Details the company's revenue, net income, and diluted EPS for the three and nine months ended September 30, 2024 and 2023 Income Statement Summary | Metric | Three months ended Sep 30, 2024 (In thousands) | Three months ended Sep 30, 2023 (In thousands) | Change (YoY) | | :----- | :--------------------------------------------- | :--------------------------------------------- | :----------- | | Revenue | $719,099 | $645,787 | +11.4% | | Net income | $54,905 | $39,979 | +37.3% | | Common stock — diluted EPS | $0.94 | $0.69 | +36.2% | | Metric | Nine months ended Sep 30, 2024 (In thousands) | Nine months ended Sep 30, 2023 (In thousands) | Change (YoY) | | :----- | :-------------------------------------------- | :-------------------------------------------- | :----------- | | Revenue | $2,011,867 | $1,802,609 | +11.6% | | Net income | $111,068 | $68,699 | +61.7% | | Common stock — diluted EPS | $1.90 | $1.18 | +61.0% | Condensed Consolidated Statements of Comprehensive Income Presents net income and other comprehensive income components, including foreign currency adjustments, for the reporting periods Comprehensive Income Summary | Metric | Three months ended Sep 30, 2024 (In thousands) | Three months ended Sep 30, 2023 (In thousands) | Change (YoY) | | :----- | :--------------------------------------------- | :--------------------------------------------- | :----------- | | Net income | $54,905 | $39,979 | +37.3% | | Foreign currency translation adjustments | $47,343 | $(31,179) | N/A | | Total other comprehensive income (loss) | $37,039 | $(32,783) | N/A | | Comprehensive income | $91,944 | $7,196 | +1177.7% | | Metric | Nine months ended Sep 30, 2024 (In thousands) | Nine months ended Sep 30, 2023 (In thousands) | Change (YoY) | | :----- | :-------------------------------------------- | :-------------------------------------------- | :----------- | | Net income | $111,068 | $68,699 | +61.7% | | Foreign currency translation adjustments | $33,949 | $(14,843) | N/A | | Total other comprehensive income (loss) | $24,302 | $(20,041) | N/A | | Comprehensive income | $135,370 | $48,658 | +178.2% | Condensed Consolidated Statements of Changes in Stockholders' Equity Outlines changes in stockholders' equity, including net income, stock-based compensation, and common stock issuance Stockholders' Equity Changes | Metric | September 30, 2024 (In thousands) | September 30, 2023 (In thousands) | | :----- | :-------------------------------- | :-------------------------------- | | Total Stockholders' Equity | $1,399,191 | $1,165,420 | | Metric | Nine months ended Sep 30, 2024 (In thousands) | Nine months ended Sep 30, 2023 (In thousands) | | :----- | :-------------------------------------------- | :-------------------------------------------- | | Net income | $111,068 | $68,699 | | Stock-based compensation expense | $24,607 | $21,154 | | Issuance of common stock under Equity Incentive Plan | $31,296 | $17,551 | | Other comprehensive income (loss) | $24,302 | $(20,041) | Condensed Consolidated Statements of Cash Flows Reports cash flows from operating, investing, and financing activities, showing changes in cash and equivalents Cash Flow Summary | Metric | Nine months ended Sep 30, 2024 (In thousands) | Nine months ended Sep 30, 2023 (In thousands) | Change (YoY) | | :----- | :-------------------------------------------- | :-------------------------------------------- | :----------- | | Net cash provided by operating activities | $216,813 | $160,971 | +34.7% | | Net cash used in investing activities | $(92,662) | $(92,009) | -0.7% | | Net cash used in financing activities | $(95,822) | $(60,457) | +58.5% | | Net increase in cash, cash equivalents and restricted cash | $29,636 | $7,225 | +310.2% | | Cash, cash equivalents and restricted cash — end of period | $119,087 | $59,119 | +101.4% | Notes to Condensed Consolidated Financial Statements Provides detailed explanations and disclosures supporting the condensed consolidated financial statements Note 1. Organization and Basis of Presentation Describes Bright Horizons' business, segment realignment, and share repurchase program status - As of September 30, 2024, the company operated 1,028 centers early education and child care centers[26] - Effective January 1, 2024, the company realigned its organizational structure, moving Sittercity operations from the Educational Advisory and Other Services segment to the Back-up Care segment[26] - Most pandemic-related government support programs, including child care stabilization grants, ended on September 30, 2023[26] - No share repurchases were made under the $400 million repurchase program during the nine months ended September 30, 2024 and 2023. $198.3 million remained available under the program as of September 30, 2024[26] Note 2. Revenue Recognition Disaggregates revenue by segment and geography, detailing recognized deferred revenue Revenue by Segment and Region | Segment/Region | Three months ended Sep 30, 2024 (In thousands) | Three months ended Sep 30, 2023 (In thousands) | | :--------------- | :--------------------------------------------- | :--------------------------------------------- | | North America | $521,576 | $473,490 | | International | $197,523 | $172,297 | | Total Revenue | $719,099 | $645,787 | | Segment/Region | Nine months ended Sep 30, 2024 (In thousands) | Nine months ended Sep 30, 2023 (In thousands) | | :--------------- | :-------------------------------------------- | :-------------------------------------------- | | North America | $1,450,271 | $1,309,396 | | International | $561,596 | $493,213 | | Total Revenue | $2,011,867 | $1,802,609 | - The company recognized $243.6 million and $200.7 million as revenue during the nine months ended September 30, 2024 and 2023, respectively, from deferred revenue balances at the beginning of each period[29] Note 3. Leases Explains the company's operating lease arrangements, lease expenses, and future payment obligations Lease Expense Summary | Metric | Three months ended Sep 30, 2024 (In thousands) | Three months ended Sep 30, 2023 (In thousands) | | :----- | :--------------------------------------------- | :--------------------------------------------- | | Total lease expense | $51,536 | $49,033 | | Metric | Nine months ended Sep 30, 2024 (In thousands) | Nine months ended Sep 30, 2023 (In thousands) | | :----- | :-------------------------------------------- | :-------------------------------------------- | | Total lease expense | $149,847 | $148,200 | Lease Term and Discount Rate | Metric | September 30, 2024 | December 31, 2023 | | :----- | :----------------- | :---------------- | | Weighted average remaining lease term (in years) | 10 | 10 | | Weighted average discount rate | 7.1% | 7.1% | Operating Lease Maturity Schedule | Maturity Period | Operating Leases (In thousands) | | :---------------- | :------------------------------ | | Remainder of 2024 | $30,283 | | 2025 | $160,590 | | 2026 | $154,663 | | 2027 | $144,969 | | 2028 | $134,039 | | Thereafter | $627,922 | | Total lease payments | $1,252,466 | | Present value of lease liabilities | $891,759 | Note 4. Acquisitions Details recent acquisitions in the Netherlands and Australia, including goodwill recorded and deferred consideration payments - In April 2024, the company acquired the remaining shares of a Netherlands provider for $1.3 million cash and $0.7 million contingent consideration, recording $9.8 million in goodwill[37] - During the nine months ended September 30, 2024, the company acquired two centers in Australia for $7.2 million cash, recording $6.8 million in goodwill[37] - In January 2024, the company paid $106.5 million in deferred consideration for the 2022 acquisition of Only About Children[37] - In April 2024, the company paid $14.3 million in contingent consideration related to a 2021 acquisition[37] - During 2023, the company acquired four centers in the US and six in Australia for $39.5 million cash, recording $37.2 million in goodwill[38] Note 5. Goodwill and Intangible Assets Reports changes in goodwill and the net carrying amount of definite and indefinite-lived intangible assets Goodwill Movement | Metric | January 1, 2024 (In thousands) | September 30, 2024 (In thousands) | | :----- | :----------------------------- | :-------------------------------- | | Balance of Goodwill | $1,786,405 | $1,827,935 | | Additions from acquisitions | — | $16,586 | | Effect of foreign currency translation | — | $24,837 | Intangible Assets Net Carrying Amount | Intangible Asset Type | September 30, 2024 Net Carrying Amount (In thousands) | December 31, 2023 Net Carrying Amount (In thousands) | | :-------------------- | :---------------------------------------------------- | :---------------------------------------------------- | | Definite-lived intangible assets | $22,109 | $35,985 | | Indefinite-lived intangible assets | $180,937 | $180,591 | | Total other intangible assets — net | $203,046 | $216,576 | Estimated Amortization Expense | Period | Estimated Amortization Expense (In thousands) | | :----- | :-------------------------------------------- | | Remainder of 2024 | $2,387 | | 2025 | $6,568 | | 2026 | $4,532 | | 2027 | $3,396 | | 2028 | $1,955 | | Thereafter | $3,271 | | Total | $22,109 | Note 6. Credit Arrangements and Debt Obligations Outlines the company's senior secured credit facilities, total debt, and interest rate hedging strategies Debt Obligations Summary | Debt Type | September 30, 2024 (In thousands) | December 31, 2023 (In thousands) | | :-------- | :-------------------------------- | :------------------------------- | | Term loan B | $583,500 | $588,000 | | Term loan A | $372,500 | $380,000 | | Total debt | $951,653 | $962,764 | | Long-term debt | $925,653 | $944,264 | - The effective interest rate for term loans was 6.92% at September 30, 2024, compared to 7.52% at December 31, 2023[44] - The weighted average interest rate for term loans and revolving credit facility (prior to hedges) was 7.44% for the nine months ended September 30, 2024, compared to 7.08% for the same period in 2023[44] - At September 30, 2024, $389.8 million was available for borrowing under its $400 million revolving credit facility[48] - The company entered into $900 million notional value interest rate cap agreements, effective October 31, 2023, to provide interest rate protection against SOFR increases above 2.4% ($600M) and 2.9% ($300M)[51] - The company estimates a net gain of $7.7 million (pre-tax) will be reclassified from accumulated other comprehensive loss and recorded as a reduction to interest expense related to derivative financial instruments over the next 12 months[52] Note 7. Earnings Per Share Presents basic and diluted earnings per share for the three and nine months ended September 30, 2024 and 2023 Earnings Per Share Performance | Metric | Three months ended Sep 30, 2024 | Three months ended Sep 30, 2023 | | :----- | :------------------------------ | :------------------------------ | | Basic EPS | $0.95 | $0.69 | | Diluted EPS | $0.94 | $0.69 | | Metric | Nine months ended Sep 30, 2024 | Nine months ended Sep 30, 2023 | | :----- | :----------------------------- | :----------------------------- | | Basic EPS | $1.92 | $1.19 | | Diluted EPS | $1.90 | $1.18 | - Weighted average common shares outstanding (diluted) for the three months ended September 30, 2024, were 58,701,618, up from 58,045,137 in the prior year[55] Note 8. Income Taxes Discusses the effective income tax rate, influencing factors, and unrecognized tax benefits Effective Income Tax Rates | Metric | Three months ended Sep 30, 2024 | Three months ended Sep 30, 2023 | | :----- | :------------------------------ | :------------------------------ | | Effective income tax rate | 29.4% | 26.8% | | Metric | Nine months ended Sep 30, 2024 | Nine months ended Sep 30, 2023 | | :----- | :----------------------------- | :----------------------------- | | Effective income tax rate | 31.0% | 35.0% | - Unrecognized tax benefits were $5.0 million at September 30, 2024, and $4.6 million at December 31, 2023[57] - Net shortfall tax expense from stock-based compensation increased tax expense by $0.2 million and $0.9 million for the three and nine months ended September 30, 2024, respectively[57] Note 9. Fair Value Measurements Classifies fair value measurements for financial instruments, including debt securities and contingent consideration - Fair value of interest rate cap agreements was $13.5 million at September 30, 2024, and $29.0 million at December 31, 2023, classified as Level 2[59] - Fair value of available-for-sale debt securities was $38.9 million at September 30, 2024, with $23.1 million classified as Level 1 and $15.8 million as Level 2[59] Contingent Consideration Liabilities | Metric | September 30, 2024 (In thousands) | | :----- | :-------------------------------- | | Balance of contingent consideration liabilities | $752 | | Issuance of contingent consideration | $696 | | Settlement of contingent consideration liabilities | $(14,300) | | Changes in fair value | $2,819 | - Contingent consideration liabilities are classified as Level 3 fair value measurements[59] Note 10. Accumulated Other Comprehensive Loss Details the components and changes in accumulated other comprehensive loss, primarily foreign currency adjustments Accumulated Other Comprehensive Loss Balance | Metric | January 1, 2024 (In thousands) | September 30, 2024 (In thousands) | | :----- | :----------------------------- | :-------------------------------- | | Balance of AOCL | $(59,101) | $(34,799) | Components of Other Comprehensive Income (Loss) | Component | Nine months ended Sep 30, 2024 (In thousands) | Nine months ended Sep 30, 2023 (In thousands) | | :-------- | :-------------------------------------------- | :-------------------------------------------- | | Foreign currency translation adjustments | $33,949 | $(14,843) | | Unrealized gain (loss) on cash flow hedges | $(10,115) | $(5,278) | | Unrealized gain (loss) on investments | $468 | $80 | | Net other comprehensive income (loss) | $24,302 | $(20,041) | Note 11. Segment Information Provides disaggregated financial data for the company's full service, back-up care, and educational advisory segments - Effective January 1, 2024, Sittercity operations were moved from the educational advisory and other services segment to the back-up care segment[65] Segment Revenue Performance (Three Months) | Segment | Three months ended Sep 30, 2024 Revenue (In thousands) | Three months ended Sep 30, 2023 Revenue (In thousands) | YoY Change (Revenue) | | :------ | :--------------------------------------------- | :--------------------------------------------- | :------------------- | | Full service center-based child care | $486,567 | $444,747 | +9.4% | | Back-up care | $201,783 | $171,423 | +17.7% | | Educational advisory services | $30,749 | $29,617 | +3.8% | Segment Income from Operations (Three Months) | Segment | Three months ended Sep 30, 2024 Income from Operations (In thousands) | Three months ended Sep 30, 2023 Income from Operations (In thousands) | YoY Change (Income from Operations) | | :------ | :---------------------------------------------------- | :---------------------------------------------------- | :---------------------------------- | | Full service center-based child care | $12,465 | $6,990 | +78.3% | | Back-up care | $70,487 | $52,257 | +34.9% | | Educational advisory services | $6,444 | $7,577 | -15.0% | Segment Revenue Performance (Nine Months) | Segment | Nine months ended Sep 30, 2024 Revenue (In thousands) | Nine months ended Sep 30, 2023 Revenue (In thousands) | YoY Change (Revenue) | | :------ | :-------------------------------------------- | :-------------------------------------------- | :------------------- | | Full service center-based child care | $1,477,284 | $1,333,469 | +10.8% | | Back-up care | $452,945 | $389,391 | +16.3% | | Educational advisory services | $81,638 | $79,749 | +2.4% | Segment Income from Operations (Nine Months) | Segment | Nine months ended Sep 30, 2024 Income from Operations (In thousands) | Nine months ended Sep 30, 2023 Income from Operations (In thousands) | YoY Change (Income from Operations) | | :------ | :--------------------------------------------------- | :--------------------------------------------------- | :---------------------------------- | | Full service center-based child care | $66,553 | $28,493 | +133.6% | | Back-up care | $118,063 | $97,500 | +21.1% | | Educational advisory services | $13,776 | $17,008 | -19.0% | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial performance, liquidity, and cash flows, highlighting revenue and net income growth Special Note Regarding Forward-Looking Statements Cautions readers about forward-looking statements, inherent risks, and the company's non-obligation to update - The report contains forward-looking statements, identifiable by terms such as 'believes,' 'expects,' 'may,' 'will,' 'should,' 'seeks,' 'projects,' 'intends,' 'plans,' 'estimates,' or 'anticipates'[69] - Forward-looking statements involve inherent risks and uncertainties, and actual results may differ materially from those projected[69] - The company undertakes no obligation to update any forward-looking statements to reflect future events or developments, except as required by law[69] Overview Provides an overview of Bright Horizons' business, strategic priorities, and operating environment challenges - Bright Horizons is a leading provider of early education and child care, back-up and family care solutions, and workforce education services, operating 1,028 centers as of September 30, 2024[71] - For the three months ended September 30, 2024, the full service center-based child care segment saw a 9% revenue increase and 3% net enrollment growth, while back-up care revenue increased by 18% year-over-year due to increased utilization[71] - The company continues to navigate a dynamic operating environment characterized by increased costs, a tight labor market, varying enrollment demands, and shifting work demographics, leading to portfolio optimization efforts including center closures[71] - Strategic priorities include delivering high-quality services, connecting service lines, extending impact to new customers, and preserving a strong culture[71] Results of Operations Analyzes the company's financial performance, including revenue, gross profit, and net income, for the reporting periods Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023 Compares Q3 2024 and Q3 2023 financial results, highlighting revenue and net income growth drivers Financial Performance (Three Months) | Metric | 2024 (In thousands) | 2023 (In thousands) | Change (YoY) | | :----- | :------------------ | :------------------ | :----------- | | Revenue | $719,099 | $645,787 | +11.4% | | Cost of services | $537,564 | $488,142 | +10.1% | | Gross profit | $181,535 | $157,645 | +15.1% | | Income from operations | $89,396 | $66,824 | +33.8% | | Net income | $54,905 | $39,979 | +37.3% | - Full service center-based child care revenue increased by 9.4% due to a 3% net increase in enrollment and approximately 5% average tuition rate increases[75] - Back-up care services revenue increased by 17.7% primarily due to increased utilization of center-based, in-home, and school-age camp back-up care[75] - Personnel costs in the full service center-based child care segment increased by 6%, including a 4% increase in average hourly wages, and were impacted by reduced pandemic-related government support programs (which reduced operating expenses by $13.2 million in Q3 2023)[75] - Income from operations for the full service center-based child care segment increased by 78% ($5.5 million), while back-up care segment income from operations increased by 35% ($18.2 million). Educational advisory services income from operations decreased by 15% ($1.1 million) due to investments[77] Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023 Compares YTD 2024 and YTD 2023 financial results, showing significant revenue and net income increases Financial Performance (Nine Months) | Metric | 2024 (In thousands) | 2023 (In thousands) | Change (YoY) | | :----- | :------------------ | :------------------ | :----------- | | Revenue | $2,011,867 | $1,802,609 | +11.6% | | Cost of services | $1,532,792 | $1,386,787 | +10.5% | | Gross profit | $479,075 | $415,822 | +15.2% | | Income from operations | $198,392 | $143,001 | +38.7% | | Net income | $111,068 | $68,699 | +61.7% | - Full service center-based child care revenue increased by 10.8% due to a 5% net increase in enrollment and approximately 5% average tuition rate increases[80] - Back-up care services revenue increased by 16.3% primarily due to increased utilization[81] - Personnel costs in the full service center-based child care segment increased by 7%, including a 4% increase in average hourly wages, and were impacted by reduced pandemic-related government support programs (which reduced operating expenses by $48.3 million in 2023)[81] - Income from operations for the full service center-based child care segment increased by 134% ($38.1 million), while back-up care segment income from operations increased by 21% ($20.6 million). Educational advisory services income from operations decreased by 19% ($3.2 million) due to investments[82] Non-GAAP Financial Measures and Reconciliation Reconciles non-GAAP financial measures to GAAP, explaining their use and showing year-over-year growth Non-GAAP Financial Measures Reconciliation (Three Months) | Metric | Three months ended Sep 30, 2024 (In thousands) | Three months ended Sep 30, 2023 (In thousands) | Change (YoY) | | :----- | :--------------------------------------------- | :--------------------------------------------- | :----------- | | Adjusted EBITDA | $120,989 | $101,168 | +19.6% | | Adjusted income from operations | $89,396 | $66,824 | +33.8% | | Adjusted net income | $64,901 | $51,121 | +27.0% | | Diluted adjusted earnings per common share | $1.11 | $0.88 | +26.1% | Non-GAAP Financial Measures Reconciliation (Nine Months) | Metric | Nine months ended Sep 30, 2024 (In thousands) | Nine months ended Sep 30, 2023 (In thousands) | Change (YoY) | | :----- | :-------------------------------------------- | :-------------------------------------------- | :----------- | | Adjusted EBITDA | $298,600 | $252,927 | +18.1% | | Adjusted income from operations | $198,392 | $149,041 | +33.1% | | Adjusted net income | $145,823 | $116,235 | +25.4% | | Diluted adjusted earnings per common share | $2.49 | $2.01 | +23.9% | - Non-GAAP financial measures exclude items such as amortization of intangible assets, stock-based compensation expense, and other costs (e.g., value-added tax expense related to prior periods, interest on deferred consideration)[84][85] - These non-GAAP measures are used to facilitate comparative assessment of operating performance, evaluate internal performance, and determine incentive compensation[86] Liquidity and Capital Resources Discusses the company's cash position, operating cash flows, debt, and ability to meet future obligations - Cash and cash equivalents were $109.9 million ($119.1 million including restricted cash) at September 30, 2024, up from $71.6 million ($89.5 million including restricted cash) at December 31, 2023[88] - The company had $389.8 million available for borrowing under its $400 million revolving credit facility at September 30, 2024[88] - Net cash provided by operating activities increased to $216.8 million for the nine months ended September 30, 2024, from $161.0 million in the prior year, primarily due to increased net income and favorable working capital timing[91][92] - Net cash used in financing activities increased to $95.8 million for the nine months ended September 30, 2024, from $60.5 million in the prior year, mainly due to $103.9 million in payments for deferred and contingent consideration related to acquisitions[91][94] - The company believes its current liquidity sources are adequate to fund obligations and liquidity requirements for at least the next 12 months[89] Critical Accounting Policies States that no material changes have occurred to critical accounting policies since the prior annual report - There have been no material changes to the company's critical accounting policies since December 31, 2023, as discussed in its Annual Report on Form 10-K[99] Item 3. Quantitative and Qualitative Disclosures About Market Risk Addresses the company's exposure to interest rate and foreign currency exchange rate risks - The company is exposed to market risk from changes in interest rates and foreign currency exchange rates[100] - No material changes in market risk exposure have occurred since December 31, 2023[100] Item 4. Controls and Procedures Confirms the effectiveness of disclosure controls and procedures, with no material changes in internal control - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of September 30, 2024[102] - No material changes in internal control over financial reporting occurred during the quarter ended September 30, 2024[102] PART II. OTHER INFORMATION Item 1. Legal Proceedings Discusses ongoing legal claims and management's assessment of their potential financial impact - The company is subject to claims, suits, and matters arising in the ordinary course of business[104] - Management believes the resolution of such legal matters will not have a material adverse effect on the company's financial position, results of operations, or cash flows[104] Item 1A. Risk Factors Refers to the annual report for risk factors, noting no material changes since the last filing - No material changes to the company's risk factors have occurred since the prior annual report[105] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Details common stock purchases for tax payments and the status of the share repurchase program - The company purchased 225 shares of common stock during the three months ended September 30, 2024, which were withheld for tax payments due upon the vesting of employee restricted stock unit awards[106] - No shares were repurchased under the board-authorized share repurchase program during the three months ended September 30, 2024[106] - $198.3 million remained available under the share repurchase program as of September 30, 2024[106] Item 3. Defaults Upon Senior Securities Reports no defaults on senior securities Item 4. Mine Safety Disclosures States that this item is not applicable to the company Item 5. Other Information Confirms no Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors or officers - No directors or officers adopted, modified, or terminated any Rule 10b5-1 trading arrangements during the three months ended September 30, 2024[108] Item 6. Exhibits Lists all exhibits filed with the Form 10-Q, including certifications and XBRL documents - Exhibits include Principal Executive Officer Certification (31.1, 32.1) and Principal Financial Officer Certification (31.2, 32.2)[109] - Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase Documents) are filed as exhibits[109] Signatures Confirms the official signing of the Form 10-Q report by the Chief Financial Officer - The report was signed by Elizabeth Boland, Chief Financial Officer[113] - The signing date was November 7, 2024[113]