BJ’s Wholesale Club (BJ) - 2023 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) The unaudited condensed consolidated financial statements detail the company's financial position and performance for the specified periods Condensed Consolidated Balance Sheets Total assets and liabilities increased significantly, driven by higher inventories, debt, and improved stockholders' equity | Metric | July 30, 2022 (in thousands) | January 29, 2022 (in thousands) | July 31, 2021 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------ | :----------------------------- | | Total Assets | $6,387,244 | $5,668,894 | $5,347,599 | | Cash and cash equivalents | $163,681 | $45,436 | $42,414 | | Merchandise inventories | $1,376,526 | $1,242,935 | $1,033,555 | | Property and equipment, net | $1,232,103 | $942,331 | $841,521 | | Goodwill | $1,008,816 | $924,134 | $924,134 | | Total Liabilities | $5,733,653 | $3,018,326 | $2,809,097 | | Short-term debt | $350,000 | — | — | | Accounts payable | $1,243,286 | $1,112,783 | $1,029,726 | | Total Stockholders' Equity | $853,591 | $648,108 | $488,352 | Condensed Consolidated Statements of Operations and Comprehensive Income Strong revenue and net income growth was driven by increased net sales and membership fees | Metric (in thousands) | 13 Weeks Ended July 30, 2022 | 13 Weeks Ended July 31, 2021 | 26 Weeks Ended July 30, 2022 | 26 Weeks Ended July 31, 2021 | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net sales | $5,005,030 | $4,088,402 | $9,404,840 | $7,870,236 | | Membership fee income | $98,786 | $88,753 | $195,411 | $175,141 | | Total revenues | $5,103,816 | $4,177,155 | $9,600,251 | $8,045,377 | | Operating income | $202,910 | $163,784 | $353,227 | $290,038 | | Net income | $141,007 | $110,988 | $253,457 | $192,567 | | Basic EPS | $1.05 | $0.82 | $1.89 | $1.42 | | Diluted EPS | $1.03 | $0.80 | $1.85 | $1.39 | Condensed Consolidated Statements of Stockholders' Equity Stockholders' equity grew due to net income and paid-in capital, partially offset by treasury stock purchases | Metric (in thousands) | January 29, 2022 | April 30, 2022 | July 30, 2022 | | :-------------------------------- | :--------------- | :------------- | :------------ | | Total Stockholders' Equity | $648,108 | $721,342 | $853,591 | | Net income | $131,313 | $112,450 | $141,007 | | Additional Paid-in Capital | $902,704 | $914,120 | $928,548 | | Treasury Stock Amount | $(388,668) | $(440,010) | $(463,198) | Condensed Consolidated Statements of Cash Flows Operating cash flow decreased while investing cash use increased, offset by a net provision from financing activities | Metric (in thousands) | 26 Weeks Ended July 30, 2022 | 26 Weeks Ended July 31, 2021 | | :------------------------------------------ | :--------------------------- | :--------------------------- | | Net cash provided by operating activities | $443,052 | $559,313 | | Net cash used in investing activities | $(565,381) | $(128,728) | | Net cash provided by (used in) financing activities | $240,574 | $(431,689) | | Net increase (decrease) in cash and cash equivalents | $118,245 | $(1,104) | | Cash and cash equivalents at end of period | $163,681 | $42,414 | Notes to Unaudited Condensed Consolidated Financial Statements Detailed notes cover accounting policies, revenue, debt, equity, and the impact of acquisitions and inflation 1. Description of Business The company operates 229 warehouse clubs and recently acquired Burris Logistics' distribution centers amid ongoing inflation - As of July 30, 2022, the Company operated 229 warehouse clubs and 160 gas stations in 17 states[20] - On May 2, 2022, the Company acquired the assets and operations of four distribution centers and a related private transportation fleet from Burris Logistics, LLC[23] - The Company continued to experience elevated supply chain costs, including increased commodity prices, logistics, and procurement costs, during the second quarter of fiscal year 2022, expecting these pressures to continue throughout 2022[22] 2. Summary of Significant Accounting Policies Unaudited statements follow GAAP with recurring adjustments, noting seasonal business influences and no material policy changes - The unaudited interim financial statements reflect all normal recurring adjustments necessary for a fair statement in accordance with GAAP[24] - The Company's business is subject to seasonal influences, with sales and operating income typically highest in the fourth quarter holiday season and lowest in the first quarter[25] - There have been no material changes to the Company's accounting policies and no material pronouncements adopted since fiscal year 2021[27] 3. Revenue Recognition Revenue is recognized upon transfer of control, with membership fees deferred and gasoline sales increasing as a percentage of net sales - The Company recognizes net sales at clubs and gas stations when the customer takes possession of goods and tenders payment, and for e-commerce sales, when control of merchandise is transferred at the shipping point[29] | Deferred Revenue (in millions) | July 30, 2022 | January 29, 2022 | July 31, 2021 | | :----------------------------- | :------------ | :--------------- | :------------ | | BJ's Perks Rewards | $40.0 | $30.3 | $25.8 | | My BJ's Perks Rewards (Royalty) | $28.5 | $17.8 | $18.8 | | Membership fees | $185.4 | $174.9 | $169.3 | | Gift cards | $11.9 | $11.8 | $9.7 | | Net Sales Disaggregated by Category | 13 Weeks Ended July 30, 2022 | 13 Weeks Ended July 31, 2021 | 26 Weeks Ended July 30, 2022 | 26 Weeks Ended July 31, 2021 | | :---------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Grocery | 64% | 70% | 65% | 71% | | General Merchandise and Services | 12% | 15% | 12% | 15% | | Gasoline and Other | 24% | 15% | 23% | 14% | 4. Debt and Credit Arrangements The company refinanced its credit facility, increasing its borrowing capacity with a new $1.2 billion ABL Revolving Facility | Debt (in thousands) | July 30, 2022 | January 29, 2022 | July 31, 2021 | | :------------------------------------------ | :------------ | :--------------- | :------------ | | ABL Revolving Facility | $350,000 | — | — | | ABL Facility | — | $50,000 | $50,000 | | First Lien Term Loan | $701,920 | $701,920 | $701,920 | | Long-term debt | $699,406 | $748,568 | $747,730 | - On July 28, 2022, the Company entered into a new ABL Revolving Facility with a $1.2 billion commitment, replacing the former ABL Facility. The new facility matures on July 28, 2027[38] - As of July 30, 2022, there were $350.0 million outstanding in loans under the ABL Revolving Facility, with an interest rate of 3.42% and unused capacity of $576.7 million[40] 5. Commitments and Contingencies Routine legal proceedings are not expected to have a material impact on the company's financial statements - The Company is involved in various legal proceedings typical of a retail business[48] - Management does not believe the resolution of any current proceedings will result in a material loss to the condensed consolidated financial statements[48] 6. Stock Incentive Plans Stock-based compensation expense decreased year-over-year, with shares available for future issuance under the 2018 plan - The 2018 Plan authorizes the issuance of 13,148,058 shares, with 5,295,613 shares available for future issuance as of July 30, 2022[50] - Stock-based compensation expense for the twenty-six weeks ended July 31, 2021, included $17.5 million related to the modification of stock awards associated with the passing of a former executive[52] | Stock-based Compensation Expense (in millions) | 13 Weeks Ended July 30, 2022 | 13 Weeks Ended July 31, 2021 | 26 Weeks Ended July 30, 2022 | 26 Weeks Ended July 31, 2021 | | :--------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Stock-based compensation expense | $9.4 | $7.3 | $18.5 | $34.6 | | ESPP expense | $0.3 | $0.4 | $0.5 | $0.5 | 7. Treasury Shares and Share Repurchase Program The company repurchased shares under its 2021 program and acquired treasury shares to satisfy tax withholding obligations - The Company acquired 235,845 shares for $15.9 million to satisfy employees' tax withholding obligations upon the vesting of restricted stock awards in the twenty-six weeks ended July 30, 2022[56] - The 2021 Repurchase Program, approved on November 16, 2021, allows the Company to repurchase up to $500.0 million of its common stock and expires in January 2025[57] - As of July 30, 2022, the Company repurchased 923,506 shares for $58.6 million under the 2021 Repurchase Program, with $412.6 million remaining available[58] 8. Income Taxes The effective income tax rate fluctuated due to varying levels of excess tax benefits from stock-based compensation - The increase in the effective tax rate for the thirteen weeks ended July 30, 2022, was primarily due to lower excess tax benefits from stock-based compensation[60] - The slight decrease in the effective tax rate for the twenty-six weeks ended July 30, 2022, was due to higher excess tax benefits from stock-based compensation in the current year period[60] | Effective Income Tax Rate | 13 Weeks Ended July 30, 2022 | 13 Weeks Ended July 31, 2021 | 26 Weeks Ended July 30, 2022 | 26 Weeks Ended July 31, 2021 | | :------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Effective tax rate | 26.6% | 24.7% | 24.2% | 24.3% | 9. Fair Value Measurements Fair value measurements are classified by input level, with derivative instruments expiring and debt fair value disclosed - Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants[62] - The fair values of the Company's derivative instruments (interest rate swaps) were based on Level 2 inputs and expired in the first quarter of fiscal year 2022[63] | Debt (in thousands) | Carrying Amount (July 30, 2022) | Fair Value (July 30, 2022) | | :------------------ | :------------------------------ | :------------------------- | | First Lien Term Loan | $701,920 | $700,797 | | ABL Revolving Facility | $350,000 | $350,000 | | Total Debt | $1,051,920 | $1,050,797 | 10. Earnings Per Share Diluted EPS reflects an increase in weighted-average shares, excluding anti-dilutive securities | Weighted-Average Shares Outstanding | 13 Weeks Ended July 30, 2022 | 13 Weeks Ended July 31, 2021 | 26 Weeks Ended July 30, 2022 | 26 Weeks Ended July 31, 2021 | | :---------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Basic | 134,341,280 | 135,521,353 | 134,292,751 | 135,615,068 | | Diluted | 136,567,466 | 138,197,167 | 136,634,713 | 138,429,566 | | Incremental shares of potentially dilutive securities | 2,226,186 | 2,675,814 | 2,341,962 | 2,814,498 | | Anti-Dilutive Shares Excluded | 13 Weeks Ended July 30, 2022 | 13 Weeks Ended July 31, 2021 | 26 Weeks Ended July 30, 2022 | 26 Weeks Ended July 31, 2021 | | :------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Restricted shares | 193,412 | 12,757 | 144,519 | 62,758 | | Restricted stock units | 11,811 | — | 5,905 | — | | ESPP | 510 | — | 255 | — | 11. Derivative Financial Instruments Interest rate swap agreements used for cash flow hedging expired in February 2022 - The Company's interest rate swaps, which fixed the LIBOR component of $1.2 billion of floating rate debt at approximately 3.0%, expired in February 2022[70][73] - The effective portion of gains or losses from interest rate swaps was recorded as a component of other comprehensive income, and the ineffective portion was recorded as interest expense[70] - There was no liability recorded for derivative instruments as of July 30, 2022, compared to $2.2 million at January 29, 2022, and $14.5 million at July 31, 2021[73][75] 12. Acquisitions The acquisition of Burris Logistics' assets for $375.6 million aims to internalize the perishable supply chain - On May 2, 2022, the Company completed the acquisition of the assets and operations of four distribution centers and a related private transportation fleet from Burris Logistics, LLC[76] - The total consideration paid for the acquisition was approximately $375.6 million, excluding transaction costs[76] | Acquired Assets (in thousands) | Fair Value as of May 2, 2022 | | :----------------------------- | :--------------------------- | | Property and equipment, net | $203,400 | | Merchandise inventories | $88,072 | | Goodwill | $84,683 | | Operating lease right-of-use assets, net | $15,994 | | Total Assets | $392,682 | | Total Liabilities | $(17,100) | | Total consideration paid | $375,582 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial results, performance drivers, and macroeconomic impacts, highlighting sales and membership growth Overview The company is a leading East Coast warehouse club operator with over 6.5 million members and a newly internalized perishable supply chain - BJ's Wholesale Club operates 229 warehouse clubs across 17 states, primarily on the east coast, and offers significant value to its members, including 25% or more savings on manufacturer-branded groceries[86][87] - As of the end of the second quarter of fiscal year 2022, the company had more than 6.5 million members, with membership fee income of $381.2 million for the trailing twelve-months ended July 30, 2022[88] - The acquisition of Burris Logistics' distribution centers on May 2, 2022, brought the company's end-to-end perishable supply chain in-house[89] Impact of the COVID-19 Pandemic The pandemic continues to cause operational challenges, including supply chain constraints and inflation expected to persist in 2022 - The COVID-19 pandemic has led to ongoing operational challenges, including supply chain constraints, inflation, and wage inflation[92] - The company experienced elevated supply chain costs, including commodity prices, logistics, and procurement costs, during the thirteen weeks ended July 30, 2022, and expects these pressures to continue throughout 2022[93] Factors Affecting Our Business Business performance is influenced by gasoline prices, inflation, economic trends, and membership loyalty - Gasoline prices impact net sales and comparable club sales, with volatility potentially affecting short-term margins, though the company generally maintains a stable gross profit per gallon[94][95] - The company continues to experience increased commodity prices and general inflation, impacting several business categories, and expects this to continue throughout 2022[96] - The membership renewal rate was 89% at the end of fiscal year 2021, and membership fee income has grown for over 20 consecutive years, indicating strong member engagement and loyalty[99] - Infrastructure investments, including the Burris Logistics acquisition, are aimed at expanding club footprint, enhancing information systems, and improving digitally enabled shopping capabilities to support profitable growth[101] Results of Operations Financial performance shows significant revenue and operating income growth driven by comparable sales and membership expansion | Metric (in thousands) | 13 Weeks Ended July 30, 2022 | 13 Weeks Ended July 31, 2021 | 26 Weeks Ended July 30, 2022 | 26 Weeks Ended July 31, 2021 | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net sales | $5,005,030 | $4,088,402 | $9,404,840 | $7,870,236 | | Membership fee income | $98,786 | $88,753 | $195,411 | $175,141 | | Total revenues | $5,103,816 | $4,177,155 | $9,600,251 | $8,045,377 | | Operating income | $202,910 | $163,784 | $353,227 | $290,038 | | Net income | $141,007 | $110,988 | $253,457 | $192,567 | | Total clubs at end of period | 229 | 222 | 229 | 222 | | Comparable club sales | 19.8% | 4.0% | 17.2% | 2.2% | | Merchandise comparable club sales increase (decrease) | 7.6% | (3.4)% | 5.9% | (4.2)% | | Adjusted EBITDA | $273,700 | $220,140 | $494,501 | $422,549 | | Free cash flow | $300,417 | $239,680 | $254,192 | $430,585 | Thirteen Weeks Ended July 30, 2022 (Second Quarter of Fiscal Year 2022) Compared to Thirteen Weeks Ended July 31, 2021 (Second Quarter of Fiscal Year 2021) Q2 net sales grew 22.4% driven by a 19.8% increase in comparable club sales, though margins were pressured by costs - Net sales for the second quarter of fiscal year 2022 increased by 22.4% to $5.0 billion, primarily due to a 19.8% increase in comparable club sales[103] - Membership fee income increased by 11.3% to $98.8 million, driven by renewals, new members, and higher-tier membership penetration[106] - Merchandise gross margin rate decreased 50 basis points due to increased freight costs, investments in inflationary categories, and markdowns in general merchandise inventory[108] - SG&A increased by 8.9% to $651.2 million, primarily due to increased labor costs from wage investments and acquisition, integration, and operating expenses related to the Burris Logistics acquisition[111] - Pre-opening expenses increased to $5.9 million from $1.6 million, reflecting the timing of spend for new club and gas station openings, with 11 new club openings expected in fiscal year 2022[113] - Interest expense decreased to $10.9 million from $16.4 million due to lower debt balances and net losses on ineffective cash flow hedges in the prior year[114] - The effective income tax rate increased to 26.6% from 24.7%, primarily due to lower excess tax benefits from stock-based compensation[115] | Comparable Club Sales (13 Weeks Ended July 30, 2022) | Percentage | | :----------------------------------- | :--------- | | Comparable club sales | 19.8% | | Less: contribution from gasoline sales | 12.2% | | Merchandise comparable club sales | 7.6% | Twenty-Six Weeks Ended July 30, 2022 (First Six Months of Fiscal Year 2022) Compared to Twenty-Six Weeks Ended July 31, 2021 (First Six Months of Fiscal Year 2021) First-half net sales grew 19.5% driven by a 17.2% increase in comparable club sales, with rising SG&A and pre-opening expenses - Net sales for the first six months of fiscal year 2022 increased by 19.5% to $9.4 billion, primarily due to a 17.2% increase in comparable club sales[116] - Membership fee income increased by 11.6% to $195.4 million, driven by renewals, new members, and increased penetration of higher-tier membership levels[120] - Merchandise gross margin rate decreased 40 basis points due to increased freight costs, investments in inflationary categories, and market-driven markdowns in general merchandise[122] - SG&A increased by 7.4% to $1.3 billion, primarily due to increased labor costs from wage investments and acquisition, integration, and operating expenses related to the Burris Logistics acquisition[125] - Pre-opening expenses increased to $10.8 million from $2.2 million, reflecting the timing of spend for new club and gas station openings, with 11 new club openings expected in fiscal year 2022[127] - Interest expense decreased to $18.7 million from $35.7 million due to lower debt balances and net losses on ineffective cash flow hedges in the prior year[128][129] - The effective income tax rate slightly decreased to 24.2% from 24.3%, primarily due to higher excess tax benefits from stock-based compensation[130] | Comparable Club Sales (26 Weeks Ended July 30, 2022) | Percentage | | :----------------------------------- | :--------- | | Comparable club sales | 17.2% | | Less: contribution from gasoline sales | 11.3% | | Merchandise comparable club sales | 5.9% | Non-GAAP Financial Measures Non-GAAP measures like Adjusted EBITDA and Free Cash Flow are reconciled to evaluate core operating performance - Adjusted EBITDA is defined as income from continuing operations before interest expense, net, provision for income taxes and depreciation and amortization, adjusted for the impact of certain other items[132] - Free cash flow is defined as net cash provided by operating activities less additions to property and equipment, net of disposals, plus proceeds from sale leaseback transactions[137] - Free cash flow declined for the first six months of fiscal year 2022 due to cash outflows for higher working capital, specifically inventory related to new club growth and strategic actions to improve in-stock levels[138] | Non-GAAP Metric (in thousands) | 13 Weeks Ended July 30, 2022 | 13 Weeks Ended July 31, 2021 | 26 Weeks Ended July 30, 2022 | 26 Weeks Ended July 31, 2021 | | :------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Adjusted EBITDA | $273,700 | $220,140 | $494,501 | $422,549 | | Adjusted Net Income | $144,296 | $113,324 | $262,722 | $213,019 | | Free Cash Flow (in thousands) | 13 Weeks Ended July 30, 2022 | 13 Weeks Ended July 31, 2021 | 26 Weeks Ended July 30, 2022 | 26 Weeks Ended July 31, 2021 | | :------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Free cash flow | $300,417 | $239,680 | $254,192 | $430,585 | Liquidity and Capital Resources Liquidity is maintained through operating cash flows and an ABL facility, supporting operations and capital expenditures - Primary sources of liquidity are cash flows from club operations and borrowings from the ABL Revolving Facility[144] - As of July 30, 2022, cash and cash equivalents totaled $163.7 million, and there was $576.7 million of unused capacity under the ABL Revolving Facility[144] - Net cash provided by operating activities decreased to $443.1 million for the first six months of fiscal year 2022 from $559.3 million in the prior year, primarily due to cash outflows from inflation in inventory and improved inventory position[148][147] - Cash used for capital expenditures increased significantly to $565.4 million for the first six months of fiscal year 2022, compared to $128.7 million in the prior year, mainly due to the Burris Logistics acquisition and property additions[149][147] - Net cash provided by financing activities was $240.6 million for the first six months of fiscal year 2022, a shift from a net use of $431.7 million in the prior year, primarily due to drawing down on the ABL Facility and ABL Revolving Facility[150][147] - The company repurchased 923,506 shares for $58.6 million under the 2021 Repurchase Program and used $50.0 million to extinguish the term loan associated with the ABL Facility in the first six months of fiscal year 2022[145] Critical Accounting Policies and Use of Estimates Financial statements rely on estimates, with a key policy being the use of the acquisition method for business combinations - The preparation of financial statements requires estimates, assumptions, and judgments affecting reported amounts of assets, liabilities, revenue, costs, and expenses[156] - Business combinations are accounted for using the acquisition method, allocating consideration to identifiable assets and liabilities based on estimated fair values, with any excess recorded as goodwill[157][158] - The purchase price allocation for acquisitions is preliminary and subject to change during the measurement period (up to one year from acquisition date) as valuations are finalized[159] Recent Accounting Pronouncements No recent accounting pronouncements have materially impacted the company's financial statements - There have been no recent accounting pronouncements since those disclosed in the Annual Report on Form 10-K for fiscal year 2021[160] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company is exposed to market interest rate risk due to its variable-rate borrowings - The Company is exposed to changes in market interest rates, which impact net interest expense and cash flow from operations, as substantially all borrowings carry variable interest rates[161] - There have been no material changes in the Company's market risk from the disclosure included in the Annual Report on Form 10-K for fiscal year 2021[161] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of the end of the reporting period - Management concluded that disclosure controls and procedures were effective at the reasonable assurance level as of July 30, 2022[163] - Changes in internal control over financial reporting were related to the design and implementation of controls for the Burris Logistics acquisition, which was completed on May 2, 2022[164][165] PART II. OTHER INFORMATION Item 1. Legal Proceedings Routine legal proceedings are not expected to have a material adverse impact on the company's business - The Company is subject to various litigation, claims, and other proceedings that arise from time to time in the ordinary course of business[166] - Management does not believe that any current legal actions will have a material adverse impact on the business, financial condition, or results of operations[166] Item 1A. Risk Factors Risk factors are materially unchanged, with an updated emphasis on cash flow generation for debt service - No material changes to risk factors were reported, except for an updated emphasis on the risk related to the company's ability to generate sufficient cash flow to satisfy debt service obligations[167][168] - The inability to generate sufficient cash flow or obtain future borrowings could materially adversely affect the business, financial condition, and results of operations[168] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company repurchased 353,000 shares under its 2021 Repurchase Program during the second quarter - As of July 30, 2022, $412,561,277 remained available to purchase under the 2021 Repurchase Program[171] | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | :------------------------ | :----------------------------- | :--------------------------- | :----------------------------------------------------------------------------- | | May 1, 2022 to May 28, 2022 | 45,446 | $55.06 | 45,000 | | May 29, 2022 to July 2, 2022 | 115,499 | $63.42 | 110,000 | | July 3, 2022 to July 30, 2022 | 198,000 | $67.45 | 198,000 | | Total | 358,945 | $64.59 | 353,000 | Item 3. Defaults Upon Senior Securities No defaults upon senior securities were reported during the period - No defaults upon senior securities were reported[172] Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable to the Company[172] Item 5. Other Information No other information was reported under this item - No other information was reported[172] Item 6. Exhibits This section lists all exhibits filed with the report, including credit agreements and certifications - The exhibits include Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, Amendment to the Second Amended and Restated Bylaws, and the Credit Agreement dated July 28, 2022[173] - Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Act Sections 302 and 906 are filed[173] - Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, and Presentation Linkbase Documents) are filed[173] Signature The report is duly signed by the Executive Vice President and Chief Financial Officer - The report was signed by Laura L. Felice, Executive Vice President, Chief Financial Officer, and Principal Financial Officer, on August 26, 2022[175]