BRC (BRCC) - 2023 Q2 - Quarterly Report

Forward-Looking Statements This section cautions that the report contains forward-looking statements subject to risks and uncertainties that may cause actual results to differ materially Cautionary Note Regarding Forward-Looking Statements This note emphasizes that forward-looking statements are based on current expectations and beliefs, with actual results potentially differing due to various risks detailed in the report - Forward-looking statements are based on current expectations and beliefs, but actual results may vary materially due to various risks and uncertainties[8] - Key risks include competition, ability to manage growth, achieve profitability, negative publicity, limited operating history, failed marketing campaigns, customer acquisition/retention, social media dependence, supply chain issues, changes in commodity markets, and failure to expand Outposts[6][27] Part I - Financial Information This part presents the company's unaudited consolidated financial statements, including balance sheets, statements of operations, stockholders' equity, and cash flows, along with management's discussion and analysis Item 1. Financial Statements (unaudited) This section presents the unaudited consolidated financial statements, including balance sheets, statements of operations, stockholders' equity, and cash flows, with detailed accounting notes Consolidated Balance Sheets This statement provides a snapshot of the company's assets, liabilities, and equity at specific points in time | Metric | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------- | :--------------------------- | :------------------------------- | | Cash and cash equivalents | $19,782 | $38,990 | | Total current assets | $166,788 | $145,293 | | Total assets | $264,985 | $225,334 | | Total current liabilities | $85,482 | $62,192 | | Total liabilities | $195,681 | $129,398 | | Total stockholders' equity | $69,304 | $95,936 | Consolidated Statements of Operations This statement details the company's revenues, expenses, and net loss over specific reporting periods | Metric | Three Months Ended June 30, 2023 (in thousands) | Three Months Ended June 30, 2022 (in thousands) | Six Months Ended June 30, 2023 (in thousands) | Six Months Ended June 30, 2022 (in thousands) | | :---------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Revenue, net | $91,947 | $66,365 | $175,437 | $132,201 | | Gross profit | $32,206 | $22,556 | $59,717 | $45,769 | | Operating loss | $(13,661) | $(16,840) | $(30,876) | $(32,683) | | Total non-operating expenses | $(947) | $(28,178) | $(997) | $(269,034) | | Net loss | $(14,665) | $(45,085) | $(31,986) | $(301,912) | | Net loss attributable to BRC Inc. | $(4,228) | $(10,755) | $(9,028) | $(73,676) | | Basic and diluted Net loss per share (1) | $(0.07) | $(0.22) | $(0.15) | $(1.49) | Consolidated Statements of Stockholders' Equity (Deficit) This statement outlines changes in the company's equity accounts, including additional paid-in capital and accumulated deficit | Metric | Balance at January 1, 2023 (in thousands) | Balance at June 30, 2023 (in thousands) | | :-------------------------------------- | :---------------------------------------- | :-------------------------------------- | | Additional Paid-In Capital | $129,508 | $134,953 | | Accumulated Deficit | $(103,733) | $(112,761) | | Non-Controlling Interest | $70,140 | $47,091 | | Total Stockholders' Equity (Deficit) | $95,936 | $69,304 | - Total stockholders' equity decreased from $95,936 thousand at January 1, 2023, to $69,304 thousand at June 30, 2023, primarily due to net loss and a decrease in non-controlling interests[62] Consolidated Statements of Cash Flows This statement categorizes cash inflows and outflows from operating, investing, and financing activities | Cash Flow Activity | Six Months Ended June 30, 2023 (in thousands) | Six Months Ended June 30, 2022 (in thousands) | | :---------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net cash used in operating activities | $(40,457) | $(54,536) | | Net cash used in investing activities | $(9,823) | $(9,400) | | Net cash provided by financing activities | $31,072 | $138,687 | | Net increase (decrease) in cash | $(19,208) | $74,751 | | Ending cash and cash equivalents | $19,782 | $93,085 | - Net cash used in operating activities decreased by $14.1 million (26%) for the six months ended June 30, 2023, primarily due to an increase in accounts payable and decreases in accounts receivable and prepaid expenses, partially offset by an increase in inventory[311] - Net cash provided by financing activities decreased by $107.6 million (78%) for the six months ended June 30, 2023, mainly due to non-recurring activities related to the Business Combination in 2022[338] Index for Notes to Consolidated Financial Statements This index lists the comprehensive notes that provide additional detail and context to the consolidated financial statements - The index provides a comprehensive list of the 15 notes to the consolidated financial statements, covering topics from organization and accounting policies to commitments and subsequent events[67] Notes to Consolidated Financial Statements These notes provide detailed explanations of the company's accounting policies, financial line items, and other relevant disclosures Note 1. Organization and Nature of Business This note describes the company's corporate structure and primary business operations, including its reverse recapitalization - BRC Inc. operates primarily through its subsidiary, Authentic Brands, which became a subsidiary via a reverse recapitalization on February 9, 2022, with Authentic Brands considered the accounting acquirer[41][43][69] Note 2. Summary of Significant Accounting Policies This note outlines the key accounting principles and methods used in preparing the financial statements, including revenue recognition - Revenue is recognized when control of a product or service transfers to a customer, with estimates used for delivery dates and unredeemed gift cards/loyalty points[47][49][73] | Sales Channel | Three Months Ended June 30, 2023 (in thousands) | Three Months Ended June 30, 2022 (in thousands) | Six Months Ended June 30, 2023 (in thousands) | Six Months Ended June 30, 2022 (in thousands) | | :------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Wholesale | $50,010 | $23,971 | $90,007 | $45,926 | | Direct to Consumer | $34,586 | $36,962 | $71,366 | $75,294 | | Outpost | $7,351 | $5,432 | $14,064 | $10,981 | | Total net sales | $91,947 | $66,365 | $175,437 | $132,201 | - The company operates as a single reportable segment, managing its business as a single-brand consumer products entity[109] Note 3. Inventories, Net This note details the composition and valuation of the company's inventory, including unroasted coffee and finished goods | Inventory Category | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------- | :--------------------------- | :------------------------------- | | Unroasted Coffee | $3,940 | $4,867 | | Finished Goods | $17,329 | $15,365 | | Ready-to-Drink (raw materials) | $17,026 | $16,610 | | Ready-to-Drink (finished goods) | $64,286 | $33,413 | | Apparel and other merchandise | $7,139 | $6,928 | | Total inventories, net | $109,720 | $77,183 | - Total inventories, net, increased by $32.5 million from December 31, 2022, to June 30, 2023, primarily driven by a significant increase in Ready-to-Drink finished goods[152] Note 4. Property, Plant and Equipment, Net This note provides information on the company's tangible assets, including gross values, accumulated depreciation, and impairment charges | Asset Category | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :---------------------------------- | :--------------------------- | :------------------------------- | | Property, plant, and equipment, gross | $73,968 | $69,184 | | Less: accumulated depreciation | $(10,435) | $(9,733) | | Total property, plant and equipment, net | $63,533 | $59,451 | - The company recorded an impairment of $1.2 million on assets held for sale related to an Outpost location, recognizing the assets at their estimated net realizable value less costs to sell[155] - An office property is also held for sale with an expected closing in Q3 2023, anticipated to result in a gain of approximately $1.4 million[133] Note 5. Deferred Revenue and Gift Card Liability This note explains the accounting for deferred revenue and gift card liabilities, including sales, redemptions, and loyalty program activity | Metric | Three Months Ended June 30, 2023 (in thousands) | Six Months Ended June 30, 2023 (in thousands) | | :------------------------------------ | :---------------------------------------------- | :-------------------------------------------- | | Balance at beginning of period | $9,345 | $9,505 | | Sales of gift cards | $216 | $562 | | Redemption of gift cards | $(115) | $(489) | | Increase from deferral of revenue | $2,847 | $2,847 | | Decrease from revenue recognition | $(3,127) | $(3,560) | | Loyalty Program points earned | $1,043 | $1,565 | | Loyalty Program points redeemed/expired | $(134) | $(355) | | Balance at end of period | $10,075 | $10,075 | Note 6. Accrued Liabilities This note itemizes the company's accrued expenses, such as inventory purchases, compensation, and marketing | Accrued Liability Category | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :------------------------------ | :--------------------------- | :------------------------------- | | Accrued inventory purchases | $10,969 | $15,035 | | Accrued compensation and benefits | $5,414 | $7,393 | | Accrued marketing | $2,400 | $3,077 | | Accrued freight | $1,158 | $2,153 | | Other accrued expenses | $10,474 | $6,935 | | Total accrued liabilities | $31,617 | $36,660 | Note 7. Long-Term Debt This note details the company's long-term debt obligations, including credit facilities, mortgages, and future maturities | Debt Category | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :------------------------ | :--------------------------- | :------------------------------- | | Senior credit facility | $61,849 | $30,000 | | Mortgages | $4,808 | $7,102 | | Equipment term loan | $3,577 | $3,814 | | Equipment financing loan | $3,336 | $3,336 | | Notes payable | $3,140 | $3,540 | | Total principal | $78,260 | $49,560 | | Long-term debt, net | $77,878 | $49,160 | | Future Contractual Maturities (in thousands) | | :------------------------------------------- | | Remainder of 2023: $1,596 | | 2024: $2,864 | | 2025: $5,265 | | 2026: $3,587 | | 2027: $62,791 | | Thereafter: $2,157 | | Total: $78,260 | - The Senior Credit Facility, with a variable interest rate based on BSBY plus a margin, had $61.8 million outstanding as of June 30, 2023, and requires maintaining minimum liquidity and a fixed charge coverage ratio[136][160] Note 8. Stockholders' Equity This note describes the company's capital structure, including authorized stock, voting rights, and ownership percentages - The company's authorized capital stock includes Class A, Class B, and Class C common stock, and preferred stock. Class A and B common stock holders have one vote per share, while Class C has no voting rights[143][188] - Class A common stockholders are entitled to dividends, while Class B and C common stock are not. No preferred stock is currently issued[188][189] - BRC Inc.'s ownership percentage in Authentic Brands' controlling and non-controlling interests increased from 22.5% and 77.5% post-Business Combination to 28.6% and 71.4% as of June 30, 2023, respectively[191] Note 9. Equity-Based Compensation This note provides details on the company's equity award programs, including stock options, RSUs, PSUs, and unrecognized compensation expense | Equity Award Type | Outstanding at Jan 1, 2023 | Granted (6 months) | Forfeited (6 months) | Outstanding at Jun 30, 2023 | | :---------------- | :------------------------- | :----------------- | :------------------- | :-------------------------- | | Incentive Units | 14,210 | — | — | 14,210 | | Stock Options | 792,370 | 1,888,882 | (72,347) | 2,608,905 | | RSUs | 823,829 | 1,347,403 | (101,401) | 1,762,189 | | PSUs | — | 8,462,412 | — | 8,462,412 | - Total unrecognized equity compensation expense as of June 30, 2023, includes $1,829 thousand for Incentive Units (over ~2 years), $7,382 thousand for Stock Options (over ~3 years), and $10,236 thousand for RSUs (over ~2 years)[195][199][174] - The company granted 8,462,412 performance-based restricted stock units (PSUs) to a key employee in December 2022, vesting based on market capital growth rates through April 2027, with $2,480 thousand in unrecognized expense[175] Note 10. Defined Contribution Plan This note outlines the company's contributions to its defined contribution retirement plan for employees | Metric | Three Months Ended June 30, 2023 (in thousands) | Six Months Ended June 30, 2023 (in thousands) | | :------------------------------------ | :---------------------------------------------- | :-------------------------------------------- | | Company matching contributions | $254 | $511 | Note 11. Income Taxes This note explains the company's income tax treatment, including its partnership status and valuation allowance against deferred tax assets - BRC Inc. is subject to U.S. federal and state taxes on its allocable share of Authentic Brands' taxable income/loss, while Authentic Brands is treated as a partnership for tax purposes[179] - A valuation allowance has been recorded against deferred tax assets due to significant uncertainty regarding their realization, primarily stemming from the company's limited operating history and historical losses[180] Note 12. Net Loss Per Share This note presents the calculation of basic and diluted net loss per share, including the impact of potentially dilutive securities | Metric | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2023 | | :---------------------------------------- | :------------------------------- | :----------------------------- | | Net loss attributable to Class A Common Stock | $(4,228) | $(9,028) | | Weighted-average shares of Class A Common Stock outstanding | 58,741,717 | 58,607,290 | | Net loss per share, basic and diluted | $(0.07) | $(0.15) | - Potentially dilutive securities, including stock options, Common Units, RSUs, PSUs, Incentive Units, and ESPP shares, totaling 163.99 million units, were excluded from diluted net loss per share computation due to their anti-dilutive effect[207] Note 13. Concentrations This note identifies significant concentrations of risk related to customers, suppliers, and revenue sources | Vendor Category | Number of Vendors (6M 2023) | Concentration Rate (6M 2023) | Number of Vendors (6M 2022) | Concentration Rate (6M 2022) | | :------------------------------ | :-------------------------- | :--------------------------- | :-------------------------- | :--------------------------- | | Coffee supplier accounts | 5 | 54.3% | 2 | 66.9% | | Shipping provider accounts | 4 | 60.6% | 4 | 80.9% | | Primary fulfillment service provider accounts | 3 | 84.3% | 1 | 98.2% | | Marketing provider accounts | 6 | 43.8% | 8 | 40.5% | - Two customers and their affiliates accounted for 52% of total outstanding accounts receivable as of June 30, 2023, indicating a concentration of credit risk[96] - One wholesale customer and its affiliate represented 27% of revenue for the three months ended June 30, 2023, and 25% for the six months ended June 30, 2023[107] Note 14. Commitments and Contingencies This note discloses the company's future purchase commitments and ongoing legal proceedings | Future Minimum Purchase Commitments (in thousands) | | :------------------------------------------------- | | Remainder of 2023: $19,330 | | 2024: $46,400 | | 2025: $22,410 | | Total: $88,140 | - The company is involved in various legal actions, including a lawsuit by SEI alleging disputed royalties and expense reimbursements, and a lawsuit by Tang Capital Partners regarding warrant exercise refusal[210][213][239] - The company is negotiating with suppliers to amend or terminate certain purchase agreements, with potential losses if negotiations are unsuccessful[237] Note 15. Subsequent Events This note reports significant events occurring after the balance sheet date, such as new credit agreements - On August 10, 2023, Authentic Brands entered into new ABL and Term Loan Credit Agreements, providing up to $75 million revolving credit and $56 million in term/bridge loans, respectively[214] - Proceeds from the new credit facilities were used to retire previous credit facilities with Regions Bank and pay transaction fees[243] - The new credit agreements include financial covenants requiring maintenance of consolidated EBITDA, fixed charge coverage ratio, and minimum liquidity[215] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance and condition, highlighting key business strategies, operational trends, and detailed comparisons of financial results for the three and six months ended June 30, 2023 and 2022 Overview This overview introduces the company's business model, market position, and recent revenue growth drivers - Black Rifle Coffee Company is a veteran-controlled coffee and media company with a loyal community, operating through Direct to Consumer (DTC), Wholesale, and Outpost channels[250][224] - The company experienced strong revenue growth, with net revenue increasing 39% to $91.9 million for Q2 2023 and 33% to $175.4 million for H1 2023, primarily driven by expansion into the FDM market and RTD product sales in the Wholesale channel[252] Trends This section discusses revenue trends across different sales channels, including wholesale, direct-to-consumer, and outpost - Wholesale channel revenue increased due to new customers and FDM market entry, with expected continued growth from increased investment[254] - DTC revenue slightly declined due to redirected investments to other growing areas and elevated customer acquisition costs[254] - Outpost channel revenue increased with the opening of additional company-owned and franchised stores[254] Key Factors Affecting Our Performance This section identifies critical elements influencing the company's performance, such as customer base growth, brand awareness, and supply chain management - Key performance factors include growing the customer base in Outposts and Wholesale channels, expanding brand awareness through national advertising and social media, and effectively managing the supply chain for coffee beans and co-manufacturers[229][260][284] - The company aims to expand its product line, exemplified by the successful launch and growth of RTD coffee products, to increase growth opportunities and diversify product-specific risks[262] Results of Our Operations This section provides a detailed comparison of the company's financial results for the current and prior reporting periods | Metric | Three Months Ended June 30, 2023 (in thousands) | Three Months Ended June 30, 2022 (in thousands) | Six Months Ended June 30, 2023 (in thousands) | Six Months Ended June 30, 2022 (in thousands) | | :---------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Revenue, net | $91,947 | $66,365 | $175,437 | $132,201 | | Gross profit | $32,206 | $22,556 | $59,717 | $45,769 | | Operating loss | $(13,661) | $(16,840) | $(30,876) | $(32,683) | | Net loss | $(14,665) | $(45,085) | $(31,986) | $(301,912) | Comparison of the three months ended June 30, 2023 to the three months ended June 30, 2022 This comparison analyzes the company's financial performance for the second quarter of 2023 versus the same period in 2022 | Metric | 2023 (in thousands) | 2022 (in thousands) | Change (in thousands) | % Change | | :------------------------ | :------------------ | :------------------ | :-------------------- | :------- | | Revenue, net | $91,947 | $66,365 | $25,582 | 39% | | Wholesale | $50,010 | $23,971 | $26,039 | 109% | | Direct to Consumer | $34,586 | $36,962 | $(2,376) | (6)% | | Outpost | $7,351 | $5,432 | $1,919 | 35% | | Cost of goods sold | $59,741 | $43,809 | $15,932 | 36% | | Gross margin | 35.0% | 34.0% | 1.0 pp | | | Total operating expenses | $45,867 | $39,396 | $6,471 | 16% | | Marketing and advertising | $7,013 | $9,026 | $(2,013) | (22)% | | Salaries, wages and benefits | $18,356 | $15,539 | $2,817 | 18% | | General and administrative | $19,296 | $14,831 | $4,465 | 30% | | Impairment on assets held for sale | $1,202 | — | $1,202 | 100% | - Gross margin improved by 100 basis points to 35.0% due to a favorable product mix shift towards higher-margin coffee and rounds sold to FDM customers[292] - Non-operating expenses significantly decreased from $(28.2) million in Q2 2022 to $(0.9) million in Q2 2023, primarily because of non-recurring fair value changes related to earn-out, warrant, and derivative liabilities in the prior year[330][405] Comparison of the six months ended June 30, 2023 to the six months ended June 30, 2022 This comparison analyzes the company's financial performance for the first half of 2023 versus the same period in 2022 | Metric | 2023 (in thousands) | 2022 (in thousands) | Change (in thousands) | % Change | | :------------------------ | :------------------ | :------------------ | :-------------------- | :------- | | Revenue, net | $175,437 | $132,201 | $43,236 | 33% | | Wholesale | $90,007 | $45,926 | $44,081 | 96% | | Direct to Consumer | $71,366 | $75,294 | $(3,928) | (5)% | | Outpost | $14,064 | $10,981 | $3,083 | 28% | | Cost of goods sold | $115,720 | $86,432 | $29,288 | 34% | | Gross margin | 34.0% | 34.6% | (0.6) pp | | | Total operating expenses | $90,593 | $78,452 | $12,141 | 15% | | Marketing and advertising | $14,157 | $17,177 | $(3,020) | (18)% | | Salaries, wages and benefits | $38,180 | $31,557 | $6,623 | 21% | | General and administrative | $37,054 | $29,718 | $7,336 | 25% | | Impairment on assets held for sale | $1,202 | — | $1,202 | 100% | - Gross margin decreased by 60 basis points to 34.0% due to increased product costs from higher raw coffee bean prices and RTD raw materials, and increased transportation/carrying costs, despite a favorable product mix shift[282] - Non-operating expenses significantly decreased from $(269.0) million in H1 2022 to $(1.0) million in H1 2023, primarily due to non-recurring fair value changes related to earn-out, warrant, and derivative liabilities in the prior year[331][332] Liquidity and Capital Resources This section discusses the company's cash position, working capital, and strategies for funding future operations and capital requirements - As of June 30, 2023, cash and cash equivalents were $19.8 million, and working capital was $81.3 million. The company had $4.9 million available borrowings under its credit facility, subject to a $15.0 million minimum liquidity condition[333][334] - The company expects to fund future capital requirements, mainly working capital, through operations and its asset-backed revolving credit facility, potentially seeking additional debt or equity financing[310] - Net cash used in operating activities decreased by $14.1 million for the six months ended June 30, 2023, while net cash provided by financing activities decreased by $107.6 million due to non-recurring Business Combination activities in the prior year[311][338] Critical Accounting Estimates This section highlights the significant judgments and assumptions underlying the company's financial reporting - The company's financial statements rely on critical accounting estimates and assumptions, such as estimated losses on accounts receivable, inventory reserves, impairment of long-lived assets, and equity-based compensation, which require significant judgment[72][316] JOBS Act This section explains the company's status as an emerging growth company under the JOBS Act and its accounting standard adoption elections - The company qualifies as an 'emerging growth company' under the JOBS Act and has elected to delay the adoption of new or revised accounting standards, which may affect comparability with other public companies[314][366] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the company's exposure to market risks, including commodity price, interest rate, and inflationary pressures - The company faces commodity price risk primarily from coffee beans, which are subject to volatility due to weather, natural disasters, and economic conditions. Increases in coffee prices could materially impact profitability[317][367] - Interest rate risk stems from variable-rate debt, such as the Senior Credit Facility (BSBY plus 2.25%). A hypothetical 5% increase in interest rates would result in approximately $3.3 million in additional annual interest expense[318] - Inflationary factors, including increased costs for products, overhead, and freight, have impacted operating results. While price increases and efficiency improvements have partially offset these, future cost increases may not be fully absorbed[369] Item 4. Controls and Procedures This section reports on the effectiveness of the company's disclosure controls and procedures and confirms that there have been no material changes in internal control over financial reporting during the reporting period - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2023[370] - There were no changes in internal control over financial reporting during the three and six months ended June 30, 2023, that materially affected or are reasonably likely to materially affect internal control over financial reporting[371] Part II - Other Information This part provides additional disclosures, including legal proceedings, updated risk factors, and information on executive appointments Item 1. Legal Proceedings This section refers to the detailed disclosures on legal actions and disputes affecting the company - Information regarding legal proceedings can be found in Note 14, Commitments and Contingencies, to the unaudited consolidated financial statements[347] Item 1A. Risk Factors This section updates previously disclosed risks, focusing on supply chain reliance and substantial debt obligations - The company relies heavily on co-manufacturers and third-party suppliers for production, especially for RTD products. Loss of these partners or failure to manage agreements could harm operations and lead to losses from excess inventory or 'take or pay' charges[348][373][374] - Substantial debt obligations could impair financial condition by limiting cash flow for growth, imposing restrictive covenants, increasing interest rate costs, and raising default risk, which could materially and adversely affect the business[351][352][375][376] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This item is not applicable for the current reporting period - This item is not applicable[357][378] Item 3. Defaults Upon Senior Securities This item is not applicable for the current reporting period - This item is not applicable[358][378] Item 4. Mine Safety Disclosures This item is not applicable for the current reporting period - This item is not applicable[386] Item 5. Other Information This section provides details on recent executive appointments and compensation adjustments - Chris Clark was appointed Chief Technology and Operations Officer on August 8, 2023, with a base salary of $400,000, a target bonus of 75% of base salary, and equity awards[359][387] - Chris Mondzelewski's compensation was updated in connection with his appointment as President (in addition to CMO), with a base salary of $500,000, a target bonus of 75% of base salary, and significant equity awards[388][389] - An agreement was entered for the interim Chief Financial Officer, Mr. Weinsten, with a monthly payment of $200,000 and a completion fee[386] Item 6. Exhibits This section lists all supplementary documents filed with the report, including agreements and certifications - Exhibits include Transition and Separation Agreements, Certifications of Principal Executive and Financial Officers (31.1, 31.2, 31.3, 32.1, 32.2, 32.3), and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.LAB, 101.PRE, 101.DEF, 104)[383]