Citi Trends(CTRN) - 2022 Q4 - Annual Report

PART I Item 1. Business Citi Trends is a specialty value retailer targeting African American and Latinx families with apparel and home goods - Citi Trends operates as a specialty value retailer, primarily serving African American and Latinx families with apparel, accessories, and home trends at low prices[8] Store Operations Overview (as of January 29, 2022) | Metric | Value | | :--- | :--- | | Total Stores | 609 | | States Operated | 33 | | Average Store Size | 11,000 sq ft | - The company's growth strategy focuses on expanding its store fleet to over 1,000 locations, optimizing product assortment, investing in infrastructure (buying, moving, selling), and enhancing community involvement[18][19][20][21] Net Sales Percentage by Product Category (Fiscal Years 2019-2021) | Citis | 2021 (%) | 2020 (%) | 2019 (%) | | :--- | :--- | :--- | :--- | | Ladies | 26 | 26 | 26 | | Kids | 22 | 23 | 23 | | Mens | 18 | 18 | 16 | | Accessories & Beauty | 18 | 16 | 17 | | Home & Lifestyle | 9 | 9 | 7 | | Footwear | 7 | 8 | 11 | - The company sources merchandise from thousands of domestic manufacturers and importers, with a buying team in New York City, focusing on both exclusive products and customized national brands[29][30][31] - Store associates are primarily African American or Latinx (over 80%) and store management positions are mostly filled by women (over 90%), fostering strong community connections[14][34] - The company utilizes two distribution centers in Darlington, South Carolina (550,000 sq ft) and Roland, Oklahoma (565,000 sq ft), and has expanded a drop-shipment program to expedite merchandise delivery[40][41] - Citi Trends competes with national chains, mass merchants, discount stores, and specialty stores, differentiating itself through fashion, assortment, pricing, and an inviting store format focused on its core customer base[44] - The business is seasonal, with higher sales in the first and fourth fiscal quarters due to spring and fall selling seasons, including holidays[46] - The company launched a new purpose and values culture platform, 'Citi Life,' in fiscal 2021, emphasizing community connection, respect, career development, customer service, and a fun shopping environment[50][51][52][53] - Citi Trends is committed to diversity and inclusion, with over 80% of team members being African American or Latinx and 84% female as of January 29, 2022[54] - The CITIcares Council, formed in August 2020, focuses on community involvement and includes the Black History Makers program which provides grants to Black business owners[59][60] Item 1A. Risk Factors The company faces risks from the COVID-19 pandemic, competition, supply chain disruptions, and strategic execution - The COVID-19 pandemic continues to pose significant risks, including potential store closures, reduced customer traffic, and supply chain disruptions, impacting financial results and liquidity[64][65][66] - Success is highly dependent on the ability to anticipate and respond to rapidly evolving fashion and home trends; failure to do so could lead to sales declines, excess inventory, and higher markdowns[68] - The retail apparel and home fashion markets are highly competitive, with larger competitors having greater resources and brand recognition, potentially leading to pricing pressures and loss of market share[69][70] - The company does not sell products online, making it vulnerable to the increasing shift in consumer shopping habits towards e-commerce[72][73] - Sales and earnings are seasonal, with higher performance in the first and fourth quarters, making the business more susceptible to adverse events during these periods[75][76] - Reliance on third-party suppliers for merchandise manufacturing and delivery exposes the company to risks such as shipping delays, quality issues, and non-compliance with laws, potentially impacting sales and reputation[79][83][94][96] - Failure to attract, motivate, and retain sufficient store personnel and management, coupled with increasing labor costs, could adversely affect customer service and financial condition[86][87][89] - General economic downturns, inflation, and changes in consumer spending patterns, particularly in the southeastern United States, could negatively impact sales and operations[90] - Disruptions to distribution centers or transportation, including natural disasters or increased freight costs, could impair the ability to stock stores and negatively affect profitability[91][92][93] - The growth strategy, including opening new stores and expanding into new demographics, carries risks related to market acceptance, real estate availability, and execution challenges[99][102] - Dependence on strong cash flows from operations to fund growth and stock repurchases means an inability to generate sufficient cash could adversely affect financial performance[105][106] - Failure to comply with legal requirements or changes in government regulations could result in fines, increased costs, and reputational harm[111][112][113][114] - Reliance on management information systems for core business functions means any failure or interruption could impair inventory management and overall operations[115][116][117][118] - Failure to maintain the security of employee, customer, or vendor information could lead to litigation, fines, and reputational damage[119][121][122] - The company's stock price is subject to volatility due to fluctuations in operating results, changes in customer preferences, analyst estimates, and broader economic conditions[123][124][126] Item 1B. Unresolved Staff Comments The company reported no unresolved staff comments from the SEC - There are no unresolved staff comments[132] Item 2. Properties The company operates 609 leased stores and owns its headquarters and two distribution centers Store Locations by State (as of January 29, 2022) | State | Number of Stores | | :--- | :--- | | Alabama | 34 | | Arkansas | 15 | | California | 8 | | Connecticut | 5 | | Delaware | 3 | | Florida | 55 | | Georgia | 65 | | Illinois | 26 | | Indiana | 18 | | Iowa | 2 | | Kansas | 2 | | Kentucky | 7 | | Louisiana | 33 | | Maryland | 8 | | Massachusetts | 4 | | Michigan | 22 | | Minnesota | 2 | | Mississippi | 30 | | Missouri | 8 | | Nebraska | 1 | | Nevada | 3 | | New Jersey | 2 | | New York | 11 | | North Carolina | 50 | | Ohio | 30 | | Oklahoma | 7 | | Pennsylvania | 10 | | Rhode Island | 2 | | South Carolina | 43 | | Tennessee | 18 | | Texas | 59 | | Virginia | 20 | - The company owns its 70,000 square foot headquarters in Savannah, Georgia, and two distribution centers: Darlington, South Carolina (550,000 sq ft) and Roland, Oklahoma (565,000 sq ft)[137] - An agreement was entered into on March 14, 2022, for a sale and leaseback transaction of the Darlington distribution center, with an option for the Roland facility, expected to provide approximately $37 million and $32 million in net proceeds, respectively[137][179][285] Item 3. Legal Proceedings The company is not aware of any legal actions expected to have a material adverse effect on its financials - The company is involved in various legal proceedings but does not expect any to have a material adverse effect on its financial condition, results of operations, or liquidity[140][279] Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable[141] PART II Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's stock trades on NASDAQ, dividends are suspended, and share repurchases are ongoing - Common stock is traded on The NASDAQ Stock Market under the symbol "CTRN"[144] - Cash dividends were suspended on April 28, 2020, due to economic uncertainty from the COVID-19 pandemic, with no current intention to reinstate them[145][127] Common Stock Repurchases (Q4 Fiscal 2021) | Period (Fiscal 2021) | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | November | 77,325 | $86.13 | | December | 17,994 | $78.82 | | January | — | — | | Total | 95,319 | | - The board approved a $30 million stock repurchase program on November 30, 2021, and an additional $30 million program on March 15, 2022, both without expiration dates[147][273] Cumulative Total Stockholder Return (January 2017 - January 2022) | Index | 1/17 | 1/18 | 1/19 | 1/20 | 1/21 | 1/22 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Citi Trends, Inc. | 100.00 | 148.73 | 131.32 | 151.97 | 386.58 | 319.22 | | Russell 2000 Index | 100.00 | 117.18 | 113.05 | 123.47 | 160.72 | 158.78 | | NASDAQ Retail Trade Index | 100.00 | 152.24 | 161.79 | 187.53 | 298.48 | 281.88 | Item 6. [Reserved] This item is reserved and contains no information - Item 6 is reserved[151] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Fiscal 2021 saw significant sales growth and improved margins despite pandemic and supply chain challenges - Fiscal 2021 business highlights include the launch of new 'CTx' store formats, opening 27 new stores and remodeling 25, managing supply chain and labor challenges, and initiating infrastructure investments[156] Fiscal 2021 Financial Highlights | Metric | Value (in millions) | | :--- | :--- | | Total Sales | $991.6 | | Operating Margin | 8.0% | | Diluted EPS | $6.91 | | Cash (year-end) | $49.8 | | Debt | None | | Shares Repurchased | $115.3 | - The company's strategy focuses on growing its fleet to over 1,000 stores, optimizing assortment, investing in infrastructure, and making a difference in communities[158][159][161] - Key uncertainties and challenges include the evolving COVID-19 pandemic, inflationary pressures, wage inflation, and persistent supply chain disruptions leading to increased costs[163][164][165] Consolidated Statements of Operations Data (Fiscal Years 2019-2021, in thousands) | Statement of Operations Data | 2021 ($) | 2021 (%) | 2020 ($) | 2020 (%) | 2019 ($) | 2019 (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Net sales | $991,595 | 100.0 | $783,294 | 100.0 | $781,925 | 100.0 | | Cost of sales | (584,063) | (58.9) | (471,618) | (60.2) | (484,740) | (62.0) | | SG&A expenses | (307,622) | (31.0) | (260,198) | (33.2) | (259,629) | (33.2) | | Depreciation | (20,393) | (2.0) | (19,259) | (2.4) | (18,535) | (2.3) | | Asset impairment | — | 0.0 | (286) | (0.0) | (472) | (0.1) | | Income from operations | 79,517 | 8.0 | 31,933 | 4.1 | 18,549 | 2.4 | | Interest income | 31 | 0.0 | 238 | 0.0 | 1,577 | 0.2 | | Interest expense | (306) | (0.0) | (776) | (0.1) | (158) | (0.0) | | Income before income taxes | 79,242 | 8.0 | 31,395 | 4.0 | 19,968 | 2.6 | | Income tax expense | (17,002) | (1.7) | (7,417) | (1.0) | (3,465) | (0.5) | | Net income | $62,240 | 6.3 | $23,978 | 3.1 | $16,503 | 2.1 | Store Activity and Comparable Store Sales (Fiscal Years 2019-2021) | Metric | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Total stores open, beginning of year | 585 | 571 | 562 | | New stores | 27 | 18 | 16 | | Closed stores | (3) | (4) | (7) | | Total stores open, end of year | 609 | 585 | 571 | | Comparable store sales (decrease) increase | (2.1)% | (0.1)% | 1.6% | - Net sales increased by $208.3 million (26.6%) to $991.6 million in fiscal 2021, primarily due to temporary store closures in fiscal 2020 and a surge in demand from government stimulus[173] - Cost of sales leveraged by 130 basis points to 58.9% of net sales in fiscal 2021, driven by improved core merchandise margin and shrinkage, partially offset by higher freight costs[173] - SG&A expenses leveraged by 220 basis points to 31.0% of net sales in fiscal 2021, despite a $47.4 million increase[174] - Net income increased by $38.2 million to $62.2 million in fiscal 2021, compared to $24.0 million in fiscal 2020[177] - Year-end cash and cash equivalents were $49.8 million, down from $123.2 million last year, with no debt[178] - Inventory increased to $123.8 million from $103.8 million, primarily due to depleted levels in the prior year and opportunistic purchases of packaway inventory[181] - Capital expenditures in fiscal 2021 were $29.7 million, an increase of $12.7 million, with fiscal 2022 expenditures projected at $40 million to $45 million[182] - Cash provided by operating activities was $74.3 million in fiscal 2021, down from $110.9 million in fiscal 2020[185] - Cash used in investing activities was $29.5 million in fiscal 2021, primarily for capital expenditures[186] - Cash used in financing activities increased to $118.2 million in fiscal 2021, mainly due to $115.3 million in common stock repurchases[187] - Critical accounting estimates include inventory valuation (retail inventory method, markdowns, shrinkage) and operating leases (right-of-use assets, lease liabilities, incremental borrowing rate)[191][192] Item 7A. Quantitative and Qualitative Disclosure About Market Risk The company sources products in U.S. Dollars, mitigating direct foreign currency exchange rate risk - The company sources all products in U.S. Dollars, avoiding direct exposure to foreign currency exchange rate fluctuations[195] - Fluctuations in currency exchange rates could indirectly affect purchasing power with vendors who import merchandise[195] - No forward contracts are used to hedge against foreign currency price fluctuations[195] Item 8. Financial Statements and Supplementary Data This section presents the audited consolidated financial statements and supplementary data for the company - The section includes consolidated financial statements: Balance Sheets, Statements of Operations, Cash Flows, and Stockholders' Equity[199][200] - Deloitte & Touche LLP issued an unqualified opinion on the financial statements and internal control over financial reporting for the year ended January 29, 2022[202][203][294] - KPMG LLP served as the company's auditor from 2002 to 2021, auditing the consolidated financial statements for the years ended January 30, 2021, and February 1, 2020[219] - A critical audit matter identified was the valuation of inventory under the retail inventory method, specifically the reasonableness of judgments and estimates related to markdowns and shrinkage[207][208] Consolidated Balance Sheets (as of January 29, 2022 and January 30, 2021, in thousands) | Assets | January 29, 2022 ($) | January 30, 2021 ($) | | :--- | :--- | :--- | | Cash and cash equivalents | 49,788 | 123,177 | | Inventory | 123,835 | 103,845 | | Prepaid and other current assets | 14,997 | 17,420 | | Income tax receivable | 3,987 | — | | Total current assets | 192,607 | 244,442 | | Property and equipment, net | 75,282 | 63,514 | | Operating lease right of use assets | 201,827 | 179,673 | | Deferred income taxes | 2,992 | 6,195 | | Other assets | 1,317 | 769 | | Total assets | 474,025 | 494,593 | | | | | | Liabilities and Stockholders' Equity | | | | Accounts payable | 98,879 | 84,832 | | Operating lease liabilities (current) | 47,803 | 46,983 | | Accrued expenses | 14,532 | 16,592 | | Accrued compensation | 25,896 | 29,315 | | Income tax payable | — | 4,623 | | Layaway deposits | 364 | 500 | | Total current liabilities | 187,474 | 182,845 | | Noncurrent operating lease liabilities | 168,304 | 145,828 | | Other long-term liabilities | 2,104 | 2,286 | | Total liabilities | 357,882 | 330,959 | | Stockholders' equity | 116,143 | 163,634 | | Total liabilities and stockholders' equity | 474,025 | 494,593 | Consolidated Statements of Operations (Fiscal Years 2019-2021, in thousands, except per share data) | | 2021 ($) | 2020 ($) | 2019 ($) | | :--- | :--- | :--- | :--- | | Net sales | 991,595 | 783,294 | 781,925 | | Cost of sales (exclusive of depreciation) | (584,063) | (471,618) | (484,740) | | Selling, general and administrative expenses | (307,622) | (260,198) | (259,629) | | Depreciation | (20,393) | (19,259) | (18,535) | | Asset impairment | — | (286) | (472) | | Income from operations | 79,517 | 31,933 | 18,549 | | Interest income | 31 | 238 | 1,577 | | Interest expense | (306) | (776) | (158) | | Income before income taxes | 79,242 | 31,395 | 19,968 | | Income tax expense | (17,002) | (7,417) | (3,465) | | Net income | 62,240 | 23,978 | 16,503 | | Basic net income per common share | 6.98 | 2.33 | 1.41 | | Diluted net income per common share | 6.91 | 2.32 | 1.41 | Consolidated Statements of Cash Flows (Fiscal Years 2019-2021, in thousands) | Operating activities: | 2021 ($) | 2020 ($) | 2019 ($) | | :--- | :--- | :--- | :--- | | Net income | 62,240 | 23,978 | 16,503 | | Adjustments to reconcile net income to net cash provided by operating activities | | | | | Depreciation | 20,393 | 19,259 | 18,535 | | Non-cash operating lease costs | 50,455 | 48,242 | 45,463 | | Asset impairment | — | 286 | 472 | | Loss on disposal of property and equipment | 201 | 39 | 23 | | Deferred income taxes | 3,203 | 474 | (130) | | Insurance proceeds related to operating activities | 804 | 1,042 | 1,012 | | Non-cash stock-based compensation expense | 4,776 | 2,912 | 2,121 | | Changes in assets and liabilities: | | | | | Inventory | (20,381) | 33,564 | 1,216 | | Prepaid and other current assets Other assets | 2,011 (278) | (7,718) (14) | (1,588) (10) | | Accounts payable | 12,833 | 5,083 | 5,560 | | Accrued expenses and other long-term liabilities | (53,187) | (38,346) | (45,282) | | Accrued compensation | (5) | 16,302 | 267 | | Income tax payable/receivable Layaway deposits | (8,610) (136) | 5,809 (54) | (1,581) 28 | | Net cash provided by operating activities | 74,319 | 110,858 | 42,609 | | | | | | | Investing activities: | | | | | Sales/redemptions of investment securities | 35,272 | 43,759 | 59,836 | | Purchases of investment securities | (35,272) | (522) | (43,840) | | Purchases of property and equipment | (29,707) | (16,956) | (24,175) | | Insurance proceeds related to investing activities | 192 | 416 | 573 | | Net cash (used in) provided by investing activities | (29,515) | 26,697 | (7,606) | | | | | | | Financing activities: | | | | | Borrowings under revolving credit facility | — | 43,700 | — | | Repayments of revolving credit facility | — | (43,700) | — | | Payment of debt issuance costs | (270) | — | — | | Cash used to settle withholding taxes on the vesting of nonvested restricted stock | (2,638) | (608) | (733) | | Dividends paid to stockholders | — | (832) | (3,765) | | Repurchase of common stock | (115,285) | (32,861) | (28,445) | | Net cash used in financing activities | (118,193) | (34,301) | (32,943) | | Net (decrease) increase in cash and cash equivalents | (73,389) | 103,254 | 2,060 | | Cash and cash equivalents: | | | | | Beginning of year | 123,177 | 19,923 | 17,863 | | End of year | 49,788 | 123,177 | 19,923 | Consolidated Statements of Stockholders' Equity (Fiscal Years 2019-2021, in thousands, except share amounts) | | Common Shares | Common Stock Amount | Paid in Capital | Retained Earnings | Treasury Shares | Treasury Stock Amount | Total Stockholders' Equity | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balances — February 2, 2019 | 15,827,713 | $157 | $91,794 | $176,094 | 3,669,476 | $(80,620) | $187,425 | | Adoption of lease accounting standard | — | — | — | (2,060) | — | — | (2,060) | | Vesting of nonvested shares | 18,851 | 1 | — | — | — | — | 1 | | Issuance of nonvested shares under incentive plan | 122,816 | — | — | — | — | — | — | | Forfeiture of nonvested shares | (24,359) | — | — | — | — | — | — | | Stock-based compensation expense | — | — | 2,121 | — | — | — | 2,121 | | Net share settlement of nonvested shares and units | (37,355) | (1) | (735) | — | — | — | (736) | | Repurchase of common stock | — | — | — | — | 1,404,056 | (28,445) | (28,445) | | Dividends paid to stockholders ($0.08 per common share) | — | — | — | (3,765) | — | — | (3,765) | | Net income | — | — | — | 16,503 | — | — | 16,503 | | Balances — February 1, 2020 | 15,907,666 | $157 | $93,180 | $186,772 | 5,073,532 | $(109,065) | $171,044 | | Vesting of nonvested units | — | 1 | — | — | — | — | 1 | | Issuance of nonvested shares under incentive plan | 127,880 | — | — | — | — | — | — | | Forfeiture of nonvested shares | (15,218) | — | — | — | — | — | — | | Stock-based compensation expense | — | — | 2,912 | — | — | — | 2,912 | | Net share settlement of nonvested shares | (38,934) | — | (608) | — | — | — | (608) | | Repurchase of common stock | — | — | — | — | 1,030,961 | (32,861) | (32,861) | | Dividends paid to stockholders ($0.08 per common share) | — | — | — | (832) | — | — | (832) | | Net income | — | — | — | 23,978 | — | — | 23,978 | | Balances — January 30, 2021 | 15,981,394 | $158 | $95,484 | $209,918 | 6,104,493 | $(141,926) | $163,634 | | Vesting of nonvested units | — | 1 | — | — | — | — | 1 | | Conversion of nonvested cash-settled units to nonvested shares under incentive plan | 123,478 | — | 3,415 | — | — | — | 3,415 | | Issuance of nonvested shares under incentive plan | 23,539 | — | — | — | — | — | — | | Forfeiture of nonvested shares | (9,166) | — | — | — | — | — | — | | Stock-based compensation expense | — | — | 4,776 | — | — | — | 4,776 | | Net share settlement of nonvested shares | (28,880) | — | (2,638) | — | — | — | (2,638) | | Repurchase of common stock | — | — | — | — | 1,368,662 | (115,285) | (115,285) | | Net income | — | — | — | 62,240 | — | — | 62,240 | | Balances — January 29, 2022 | 16,090,365 | $159 | $101,037 | $272,158 | 7,473,155 | $(257,211) | $116,143 | - Inventory is valued at the lower of cost or net realizable value, with estimates for markdowns and shrinkage. Shrinkage as a percentage of sales was 0.4% in fiscal 2021, down from 0.8% in fiscal 2020 and 1.2% in fiscal 2019[191][242] - The company is largely self-insured for workers' compensation, general liability, and employee medical claims, with liabilities based on estimated costs of claims[246] - Revenue is primarily from clothing and accessories sales, recognized at the point of sale[248] - The company leases all retail store locations and certain office space, classifying them as operating leases[192][259][280] Total Lease Costs (Fiscal Years 2020-2021, in thousands) | Lease Cost Type | 2021 ($) | 2020 ($) | | :--- | :--- | :--- | | Operating lease cost | 52,737 | 50,446 | | Variable lease cost | 10,938 | 8,159 | | Short term lease cost | 1,091 | 1,459 | | Total lease cost | 64,766 | 60,064 | Future Minimum Lease Payments (as of January 29, 2022, in thousands) | Fiscal Year | Lease Costs ($) | | :--- | :--- | | 2022 | 53,317 | | 2023 | 50,918 | | 2024 | 42,114 | | 2025 | 31,622 | | 2026 | 21,246 | | Thereafter | 34,818 | | Total | 234,035 | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reported no changes in or disagreements with its accountants - There are no changes in or disagreements with accountants on accounting and financial disclosure[285] Item 9A. Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective - Management concluded that disclosure controls and procedures were effective as of January 29, 2022, providing reasonable assurance for information disclosure[287] - Internal control over financial reporting was assessed as effective based on COSO criteria as of January 29, 2022[290] - Deloitte & Touche LLP issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting[291][294] - No material changes in internal control over financial reporting occurred during the fourth quarter of fiscal 2021[292] Item 9B. Other Information The company announced the retirement of its CFO and the appointment of an interim successor - Pamela J. Edwards, EVP, CFO, and Principal Financial Officer, retired effective April 1, 2022[298] - Jason B. Moschner, VP, Finance and Principal Accounting Officer, was appointed Principal Financial Officer effective April 8, 2022, on an interim basis[298] - Mr. Moschner has served in various finance and accounting roles at the company since 2017 and is a Certified Public Accountant[299] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[301] PART III Item 10. Directors, Executive Officers and Corporate Governance Information is incorporated by reference from the 2022 Annual Meeting proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2022 Annual Meeting of Stockholders[303] Item 11. Executive Compensation Information is incorporated by reference from the 2022 Annual Meeting proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2022 Annual Meeting of Stockholders[304] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information is incorporated by reference from the 2022 Annual Meeting proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2022 Annual Meeting of Stockholders[304] Item 13. Certain Relationships and Related Transactions, and Director Independence Information is incorporated by reference from the 2022 Annual Meeting proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2022 Annual Meeting of Stockholders[304] Item 14. Principal Accounting Fees and Services Information is incorporated by reference from the 2022 Annual Meeting proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2022 Annual Meeting of Stockholders[305] PART IV Item 15. Exhibits, Financial Statement Schedules This section lists all exhibits filed as part of the report and references the financial statements - Financial statements are filed as part of this report and referenced from Part II, Item 8[308] - The section includes a comprehensive list of exhibits, such as the Third Amended and Restated Certificate of Incorporation and By-laws, Credit Agreements, Incentive Plans, and various Employment and Severance Agreements[308][310][312] - Certifications from the Principal Executive Officer and Principal Financial Officer, pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, are included as exhibits[312] Item 16. Form 10-K Summary The company indicated that there is no Form 10-K Summary - There is no Form 10-K Summary[313]