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Enerpac Tool(EPAC) - 2021 Q1 - Quarterly Report

Forward-Looking Statements and Cautionary Factors This section outlines forward-looking statements on financial results, liquidity, and restructuring, noting inherent risks and uncertainties - This report contains forward-looking statements regarding expected financial results, liquidity, restructuring costs, and capital expenditures, which involve risks and uncertainties19 - Key factors that could cause actual results to differ materially include the impact of the COVID-19 pandemic, economic instability, decreased demand from the oil & gas industry, commodity cost increases, global tariffs, supply chain disruptions, competition, currency fluctuations, regulatory developments, litigation, and the ability to develop new products and integrate acquisitions2022 Part I—Financial Information This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis Item 1—Condensed Consolidated Financial Statements (Unaudited) This section presents unaudited condensed consolidated financial statements, including operations, comprehensive income, balance sheets, cash flows, and detailed notes Condensed Consolidated Statements of Operations This statement provides a summary of the company's revenues, expenses, and net earnings over a specific period Condensed Consolidated Statements of Operations | Metric | Three Months Ended Nov 30, 2020 ($ thousands) | Three Months Ended Nov 30, 2019 ($ thousands) | | :-------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net sales | 119,430 | 146,674 | | Gross profit | 55,264 | 68,688 | | Operating profit | 9,069 | 14,369 | | Net earnings from continuing operations | 4,822 | 6,372 | | Net earnings | 4,598 | 2,121 | | Diluted EPS from continuing operations | $0.08 | $0.11 | | Diluted EPS | $0.08 | $0.03 | Condensed Consolidated Statements of Comprehensive Income This statement details net earnings and other comprehensive income components, reflecting changes in equity from non-owner sources Condensed Consolidated Statements of Comprehensive Income | Metric | Three Months Ended Nov 30, 2020 ($ thousands) | Three Months Ended Nov 30, 2019 ($ thousands) | | :------------------------------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Net earnings | 4,598 | 2,121 | | Foreign currency translation adjustments | 1,400 | 8,492 | | Recognition of foreign currency translation losses from divested businesses | — | 51,994 | | Pension, other postretirement benefit plans, and cash flow hedges | 229 | 441 | | Total other comprehensive income, net of tax | 1,629 | 60,927 | | Comprehensive income | 6,227 | 63,048 | Condensed Consolidated Balance Sheets This statement presents the company's financial position, including assets, liabilities, and equity, at specific points in time Condensed Consolidated Balance Sheets | Metric | November 30, 2020 ($ thousands) | August 31, 2020 ($ thousands) | | :----------------------------------- | :------------------------------ | :---------------------------- | | Total current assets | 357,815 | 341,132 | | Total assets | 838,575 | 824,294 | | Total current liabilities | 109,704 | 105,522 | | Total liabilities | 470,629 | 465,068 | | Total shareholders' equity | 367,946 | 359,226 | Condensed Consolidated Statements of Cash Flows This statement reports on cash generated and used by operating, investing, and financing activities over a period Condensed Consolidated Statements of Cash Flows | Metric | Three Months Ended Nov 30, 2020 ($ thousands) | Three Months Ended Nov 30, 2019 ($ thousands) | | :------------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Cash provided by (used in) operating activities | 8,667 | (22,927) | | Cash (used in) provided by investing activities | (1,858) | 213,342 | | Cash used in financing activities | (1,818) | (195,222) | | Net increase (decrease) in cash and cash equivalents | 6,398 | (4,371) | | Cash and cash equivalents - end of period | 158,568 | 206,780 | Notes to the Condensed Consolidated Financial Statements These notes provide detailed explanations and additional information supporting the condensed consolidated financial statements Note 1. Basis of Presentation This note describes the company's operating segments, accounting policy adoptions, and the impact of the COVID-19 pandemic - Enerpac Tool Group Corp. operates with two segments: Industrial Tools & Service (IT&S), which is the only reportable segment, and Other38 - The company adopted ASU 2016-13 (CECL model) on September 1, 2020, with no impact on financial statements39 - The COVID-19 pandemic has negatively impacted, and is expected to continue to negatively impact, the global economy and the Company's operating results and financial position38 Accumulated Other Comprehensive Loss Component | Accumulated Other Comprehensive Loss Component | November 30, 2020 ($ thousands) | August 31, 2020 ($ thousands) | | :--------------------------------------------- | :------------------------------ | :---------------------------- | | Foreign currency translation adjustments | 74,496 | 75,896 | | Pension and other postretirement benefit plans, net of tax | 24,545 | 24,750 | | Unrecognized losses on cash flow hedges | 54 | 78 | | Total Accumulated other comprehensive loss | 99,095 | 100,724 | Note 2. Revenue from Contracts with Customers This note details the company's revenue recognition policies for product sales and service & rental sales - Revenue is generated from product sales (recognized at a point in time, or over time for customized products) and service & rental sales (recognized over time)43 Revenue Recognition Timing | Revenue Recognition Timing | Three Months Ended Nov 30, 2020 ($ thousands) | Three Months Ended Nov 30, 2019 ($ thousands) | | :------------------------- | :-------------------------------------------- | :-------------------------------------------- | | At point in time | 86,780 | 104,812 | | Over time | 32,650 | 41,862 | | Total | 119,430 | 146,674 | Contract Balance Component | Contract Balance Component | November 30, 2020 ($ thousands) | August 31, 2020 ($ thousands) | | :------------------------- | :------------------------------ | :---------------------------- | | Receivables, net | 90,531 | 84,170 | | Contract assets | 5,108 | 6,145 | | Contract liabilities | 3,193 | 2,145 | Note 3. Restructuring Charges This note outlines the company's restructuring initiatives, including workforce reductions and facility consolidations, and associated charges - The company is executing restructuring initiatives to integrate businesses, exit certain services, and drive corporate efficiencies, involving workforce reductions and facility consolidations48 Restructuring Charges | Restructuring Charges | Three Months Ended Nov 30, 2020 ($ thousands) | Three Months Ended Nov 30, 2019 ($ thousands) | | :-------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total charges | 210 | 1,972 | Restructuring Reserve | Restructuring Reserve | November 30, 2020 ($ thousands) | August 31, 2020 ($ thousands) | | :-------------------- | :------------------------------ | :---------------------------- | | IT&S segment | 1,073 | 1,443 | | Corporate | 38 | 267 | Note 4. Acquisitions This note details the acquisition of HTL Group, its strategic benefits, and its impact on net sales and asset allocation - On January 7, 2020, the Company acquired HTL Group for $33.3 million, enhancing its bolting products and European rental capabilities52 - The HTL acquisition generated $2.4 million in net sales for the three months ended November 30, 2020, reported within the IT&S segment52 - The final purchase price allocation included $11.3 million of goodwill and $16.1 million of intangible assets52 Note 5. Discontinued Operations and Other Divestiture Activities This note describes the sale of the EC&S segment and other divestiture activities, including their financial impact - The Company completed the sale of its former EC&S segment on October 31, 2019, for $215.8 million, as part of a strategic shift to become a pure-play industrial tools and services company53 Net Loss from Discontinued Operations | Metric | Three Months Ended Nov 30, 2020 ($ thousands) | Three Months Ended Nov 30, 2019 ($ thousands) | | :-------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net loss from discontinued operations | (224) | (4,251) | - Other divestiture activities included the sale of the UNI-LIFT product line for $6.0 million (resulting in a $4.6 million benefit) and the Connectors product line for $2.7 million (resulting in a $1.3 million benefit) in the three months ended November 30, 201956 Note 6. Goodwill, Intangible Assets and Long-Lived Assets This note provides details on the company's goodwill, other intangible assets, and estimated amortization expenses Goodwill and Other Intangible Assets | Asset Category | November 30, 2020 ($ thousands) | August 31, 2020 ($ thousands) | | :----------------------- | :------------------------------ | :---------------------------- | | Goodwill | 280,977 | 281,154 | | Other intangible assets, net | 60,097 | 62,382 | - Estimated amortization expense for intangible assets is $6.0 million for the remaining nine months of fiscal 2021 and $7.3 million for fiscal 202258 Note 7. Product Warranty Costs This note outlines the activity and balances of the company's product warranty reserve over the reporting periods Product Warranty Reserve Activity | Warranty Reserve Activity | Three Months Ended Nov 30, 2020 ($ thousands) | Three Months Ended Nov 30, 2019 ($ thousands) | | :------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Beginning balance | 892 | 1,145 | | Provision for warranties | 464 | 211 | | Warranty payments | (399) | (206) | | Ending balance | 959 | 1,125 | Note 8. Debt This note details the company's debt structure, including its revolving credit facility, repayments, and covenant compliance Long-Term Debt | Debt Component | November 30, 2020 ($ thousands) | August 31, 2020 ($ thousands) | | :---------------------- | :------------------------------ | :---------------------------- | | Long-term debt, net | 255,000 | 255,000 | - The Senior Credit Facility includes a $400 million revolving line of credit, with $255.0 million borrowed and $139.9 million available as of November 30, 202062 - The Company repaid its $200 million term loan in November 2019 and redeemed all $300 million of 5.625% Senior Notes in June 2020 to reduce interest costs6263 - The Company was in compliance with all financial covenants at November 30, 2020, after proactively amending its interest coverage ratio covenant due to COVID-1962 Note 9. Fair Value Measurements This note discusses the fair value of financial instruments, including cash, receivables, debt, and derivative instruments - The fair value of cash, receivables, payables, and variable-rate long-term debt approximated book value due to their short-term nature or market rates64 - Foreign currency exchange contracts were a net asset of less than $0.1 million (Nov 30, 2020) and $0.2 million (Aug 31, 2020)66 - The interest rate swap was a net liability of $0.1 million at both November 30, 2020, and August 31, 202066 Note 10. Derivatives This note explains the company's use of foreign currency exchange contracts and interest rate swaps to manage market risks - The Company uses foreign currency exchange contracts to manage exchange rate risk, with a notional value of $16.5 million at November 30, 202067 Foreign Currency Loss, Net | Metric | Three Months Ended Nov 30, 2020 ($ thousands) | Three Months Ended Nov 30, 2019 ($ thousands) | | :---------------------- | :-------------------------------------------- | :-------------------------------------------- | | Foreign currency loss, net | (49) | (270) | - An interest rate swap fixes the LIBOR-based index on $100.0 million of variable-rate borrowings at 0.259%, expiring in August 2021, qualifying as a cash flow hedge67 Note 11. Earnings per Share and Shareholders' Equity This note provides details on basic and diluted earnings per share, share repurchase activities, and total shareholders' equity Earnings Per Share (EPS) | EPS Metric | Three Months Ended Nov 30, 2020 | Three Months Ended Nov 30, 2019 | | :------------------------------------------ | :------------------------------ | :------------------------------ | | Basic EPS from continuing operations | $0.08 | $0.11 | | Diluted EPS from continuing operations | $0.08 | $0.11 | | Basic EPS | $0.08 | $0.04 | | Diluted EPS | $0.08 | $0.03 | - The Company did not repurchase shares in the three months ended November 30, 2020, but repurchased 839,789 shares for $17.8 million in the prior-year period68 Total Shareholders' Equity | Shareholders' Equity Component | November 30, 2020 ($ thousands) | August 31, 2020 ($ thousands) | | :----------------------------- | :------------------------------ | :---------------------------- | | Total Shareholders' Equity | 367,946 | 359,226 | Note 12. Income Taxes This note details income tax expense, effective tax rates, and the impact of tax regulations and the CARES Act Income Tax Metrics | Income Tax Metric | Three Months Ended Nov 30, 2020 | Three Months Ended Nov 30, 2019 | | :------------------------------------ | :------------------------------ | :------------------------------ | | Earnings before income tax expense | $7,080 | $7,322 | | Income tax expense | $2,258 | $950 | | Effective income tax rate | 31.9% | 13.0% | - The effective tax rate increased to 31.9% from 13.0% primarily due to prior-year non-recurring benefits related to proposed tax regulations in the United States74 - The CARES Act did not have a material impact on consolidated financial statements for the three months ended November 30, 202074 Note 13. Segment Information This note provides financial information for the company's reportable segment, Industrial Tools & Service (IT&S), and other operating segments - The Industrial Tools & Service (IT&S) segment is the Company's only reportable segment, engaged in the design, manufacture, and distribution of hydraulic and mechanical tools, and providing services and tool rental75 Segment Net Sales | Segment Financials (Net Sales) | Three Months Ended Nov 30, 2020 ($ thousands) | Three Months Ended Nov 30, 2019 ($ thousands) | | :----------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Industrial Tools & Services | 112,175 | 135,592 | | Other Operating Segment | 7,255 | 11,082 | | Total Net Sales | 119,430 | 146,674 | Segment Operating Profit | Segment Financials (Operating Profit) | Three Months Ended Nov 30, 2020 ($ thousands) | Three Months Ended Nov 30, 2019 ($ thousands) | | :------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Industrial Tools & Services | 17,157 | 26,055 | | Other Operating Segment | (1,809) | (255) | | General Corporate | (6,279) | (11,431) | | Total Operating Profit | 9,069 | 14,369 | Note 14. Commitments and Contingencies This note outlines the company's outstanding letters of credit, contingent lease liabilities, and potential regulatory penalties - The Company had outstanding letters of credit totaling $11.9 million at November 30, 2020, primarily for commercial contracts and self-insured workers' compensation programs79 - The Company is contingently liable for $6.5 million in future lease payments from previously divested businesses, extending to fiscal 202579 - An expense was recorded for an estimated financial penalty related to potential violations of Crimea sanctions laws, though no material adverse effect on financial position is expected81 Note 15. Leases This note describes the company's operating lease arrangements for real estate, vehicles, and equipment, and associated costs - The Company has operating leases for real estate, vehicles, and equipment, typically ranging from 3 to 15 years with renewal options82 Lease Costs | Lease Cost Component | Three Months Ended Nov 30, 2020 ($ thousands) | Three Months Ended Nov 30, 2019 ($ thousands) | | :------------------- | :-------------------------------------------- | :-------------------------------------------- | | Operating lease cost | 3,706 | 4,254 | | Short-term lease cost | 413 | 455 | | Variable lease cost | 882 | 469 | Cash Flow from Leases | Cash Flow from Leases | Three Months Ended Nov 30, 2020 ($ thousands) | Three Months Ended Nov 30, 2019 ($ thousands) | | :-------------------- | :-------------------------------------------- | :-------------------------------------------- | | Operating cash flows | 3,705 | 4,262 | Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's analysis of financial condition and results, covering COVID-19 impact, strategic initiatives, and key financial metrics General Business Overview This overview describes Enerpac Tool Group Corp. as a premier industrial tools and services company with a focus on shareholder value - Enerpac Tool Group Corp. is a premier industrial tools and services company, a global leader in high-pressure hydraulic tools and solutions, with the Industrial Tools & Service (IT&S) segment as its sole reportable segment83 - The company aims to drive shareholder value through established brands, global distribution, focus on core tools and services, and disciplined capital deployment83 COVID-19 Update This section discusses the significant negative financial impacts of the COVID-19 pandemic and implemented cost-saving measures - The COVID-19 pandemic has caused significant negative financial impacts, particularly on demand, though manufacturing facilities continue to operate with safety precautions84 - Temporary cost-saving measures, including reductions in capital expenditures and deferral of tax payments, have been implemented, with some eliminated due to sequential business improvement86 - The ultimate impact of the pandemic on the business, results of operations, and financial condition remains uncertain86 General Business Update This update covers the EC&S segment sale, restructuring plans for efficiency, and the favorable impact of foreign currency changes - The sale of the EC&S segment was completed on October 31, 2019, for approximately $216 million87 - Restructuring plans, focused on integrating Enerpac and Hydratight businesses and driving corporate efficiencies, are expected to yield annual savings of $12-15 million from the first phase and an additional $12-15 million from expansion87 - Changes in foreign currency exchange rates, particularly a weakening U.S. dollar, favorably impact sales, cash flow, and earnings, as over half of sales are international87 Results of Operations This section analyzes consolidated net sales, gross profit, and operating profit, highlighting key drivers of change Consolidated Results of Operations | Metric | Three Months Ended Nov 30, 2020 ($ millions) | Three Months Ended Nov 30, 2019 ($ millions) | | :-------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Net sales | 119 | 147 | | Gross profit | 55 | 69 | | Operating profit | 9 | 14 | | Net earnings from continuing operations | 5 | 6 | | Diluted EPS from continuing operations | $0.08 | $0.11 | - Consolidated net sales decreased by $28 million (19%) year-over-year, primarily due to an 18% decline in core sales from the COVID-19 pandemic and oil price volatility, partially offset by the HTL Group acquisition and favorable foreign currency8990 - Gross profit margins decreased by 1% due to under-absorption of fixed costs, partially offset by a favorable mix of product and service sales90 Segment Results This section analyzes the financial performance of the IT&S segment, including net sales and operating profit percentage IT&S Segment Performance | IT&S Segment Metric | Three Months Ended Nov 30, 2020 ($ millions) | Three Months Ended Nov 30, 2019 ($ millions) | | :------------------ | :------------------------------------------- | :------------------------------------------- | | Net sales | 112 | 136 | | Operating profit | 17 | 26 | | Operating profit % | 15.3% | 19.2% | - IT&S segment net sales decreased by $24 million (17.3%), driven by a 17% decline in core sales due to the COVID-19 pandemic, partially offset by a $2 million increase from the HTL Group acquisition and a 2% favorable impact from foreign currency91 - Operating profit percentage for IT&S decreased by 3.9% due to reduced volumes and under-absorption, partially offset by lower selling, administrative, and engineering (SAE) costs from restructuring savings and reduced discretionary spending91 Corporate This section details the decrease in corporate expenses, driven by restructuring savings and reduced discretionary spending - Corporate expenses decreased by $5 million, from $11 million in the prior year to $6 million, primarily due to savings from restructuring actions, lower annual bonus program expenses, and reductions in discretionary spending92 Financing Costs, net This section explains the significant decrease in net financing costs due to debt repayments and interest rate savings Net Financing Costs | Metric | Three Months Ended Nov 30, 2020 ($ millions) | Three Months Ended Nov 30, 2019 ($ millions) | | :------------------ | :------------------------------------------- | :------------------------------------------- | | Financing costs, net | 2 | 7 | - Net financing costs decreased significantly due to the payoff of the outstanding term loan in November 2019 and interest rate savings from the retirement of 5.625% Senior Notes in Q4 fiscal 202093 Income Tax Expense This section analyzes the company's income tax expense and the increase in the effective tax rate compared to the prior year Income Tax Metrics | Income Tax Metric | Three Months Ended Nov 30, 2020 | Three Months Ended Nov 30, 2019 | | :------------------------------------ | :------------------------------ | :------------------------------ | | Earnings before income tax expense | $7 | $7 | | Income tax expense | $2 | $1 | | Effective income tax rate | 31.9% | 13.0% | - The effective tax rate for the three months ended November 30, 2020, was 31.9%, up from 13.0% in the prior-year period, primarily due to non-recurring benefits in the prior year95 Cash Flows and Liquidity This section reviews cash flows from operating, investing, and financing activities, and assesses the company's liquidity position Cash Flow Activities | Cash Flow Activity | Three Months Ended Nov 30, 2020 ($ millions) | Three Months Ended Nov 30, 2019 ($ millions) | | :---------------------------------- | :------------------------------------------- | :------------------------------------------- | | Net cash provided by operating activities | 9 | (23) | | Net cash (used in) provided by investing activities | (2) | 213 | | Net cash used in financing activities | (2) | (195) | | Net increase (decrease) in cash | 6 | (4) | - Cash and cash equivalents totaled $159 million at November 30, 2020, with $142 million held by foreign subsidiaries96 - The Company had $140 million available for borrowing under its revolving line of credit at November 30, 2020, and believes its liquidity is adequate for the foreseeable future100101 Primary Working Capital Management This section provides an overview of the company's primary working capital components, including receivables, inventory, and payables Primary Working Capital | Working Capital Metric | November 30, 2020 ($ millions) | PWC% | August 31, 2020 ($ millions) | PWC% | | :------------------------ | :----------------------------- | :--- | :--------------------------- | :--- | | Accounts receivable, net | 91 | 19% | 84 | 19% | | Inventory, net | 71 | 15% | 69 | 16% | | Accounts payable | (47) | (10)%| (45) | (10)%| | Net primary working capital | 115 | 24% | 108 | 25% | Commitments and Contingencies This section details outstanding letters of credit, contingent lease liabilities, and potential legal and regulatory matters - The Company is contingently liable for $7 million in future lease payments from previously divested businesses, extending to fiscal 2025102 - Outstanding letters of credit totaled $12 million at November 30, 2020, for commercial contracts and workers' compensation programs102 - The Company is subject to legal and regulatory matters, including a potential financial penalty related to Crimea sanctions, but expects no material adverse effect102 Contractual Obligations This section states that contractual obligations have not materially changed from the prior fiscal year's annual report - Contractual obligations have not materially changed in fiscal 2021 from what was disclosed in the Annual Report on Form 10-K for the year ended August 31, 2020103 Critical Accounting Estimates This section affirms the reasonableness of accounting estimates and refers to the annual report for detailed policy information - Management believes the accounting estimates used in the condensed consolidated financial statements are reasonable and appropriate104 - Detailed information on critical accounting policies, methodology, and assumptions can be found in the fiscal 2020 Annual Report on Form 10-K104 Item 3—Quantitative and Qualitative Disclosures about Market Risk This section outlines the company's exposure to financial and market risks, including interest rate, foreign currency, and commodity cost, and mitigation strategies Interest Rate Risk This section describes how the company manages interest rate risk using variable-rate debt and fixed-interest-rate swaps - The Company manages interest expense using a mixture of variable-rate debt and fixed-interest-rate swaps105 - As of November 30, 2020, long-term debt included $255 million of variable-rate borrowing under the revolving line of credit105 - The Company is the fixed-rate payor on an interest-rate swap that effectively fixes the LIBOR-based index on $100 million of its revolving credit facility borrowings105 Foreign Currency Risk This section details the company's exposure to foreign currency fluctuations and its use of exchange contracts for mitigation - The Company has significant non-U.S. operations in Australia, the Netherlands, the United Kingdom, United Arab Emirates, and China, exposing it to foreign currency risk108 - Foreign currency exchange contracts are used to mitigate exchange rate risk, not for speculative purposes108 - A hypothetical 10% decrease in all foreign exchange rates against the U.S. dollar would result in a $6 million reduction in quarterly sales, a $1 million reduction in operating profit, and a $37 million reduction to equity108 Commodity Cost Risk This section addresses the company's exposure to raw material price fluctuations and strategies to pass on cost increases - The Company is exposed to commodity cost risk from raw materials like steel and plastic resin, which are subject to price fluctuations108 - The Company strives to pass along commodity price increases to customers to avoid profit margin erosion108 Item 4—Controls and Procedures This section details the evaluation of disclosure controls and procedures and reports on changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures as of November 30, 2020 - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of November 30, 2020110 Changes in Internal Control Over Financial Reporting This section reports no material changes in internal control over financial reporting during the quarter - There were no changes in internal control over financial reporting during the quarter ended November 30, 2020, that materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting110 Part II—Other Information This part includes information on unregistered sales of equity securities and a list of exhibits filed with the report Item 2—Unregistered Sales of Equity Securities and Use of Proceeds This section reports on the company's share repurchase program and any unregistered sales of equity securities - The Company's Board of Directors has authorized a share repurchase program, with 5,200,770 shares remaining for purchase as of November 30, 2020112 - No shares were repurchased during the three months ended November 30, 2020112 Item 6—Exhibits This section lists all exhibits filed as part of the Form 10-Q, including certifications and financial data in XBRL format - Exhibits include certifications from the Chief Executive Officer and Chief Financial Officer (31.1, 31.2, 32.1, 32.2) as required by the Sarbanes-Oxley Act of 2002113 - The report includes financial statements formatted in Inline Extensible Business Reporting Language (Inline XBRL) as Exhibit 101113