GoHealth(GOCO) - 2023 Q3 - Quarterly Report

Cautionary Note Regarding Forward-Looking Statements This section highlights that forward-looking statements are subject to risks and uncertainties, and actual results may differ materially - Forward-looking statements are predictions, not guarantees of future performance, and are subject to risks, assumptions, and uncertainties that are difficult to predict[10] - Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements[10] - The company does not plan to publicly update or revise any forward-looking statements, except as required by applicable law[12] Certain Definitions This section defines key terms such as "Company" and "GoHealth" and clarifies the corporate structure - References such as 'We,' 'us,' 'our,' the 'Company,' and 'GoHealth' refer to GoHealth, Inc. and its direct and indirect subsidiaries, including GoHealth Holdings, LLC[14] - GoHealth, Inc. is a holding company and the sole managing member of GoHealth Holdings, LLC, with its principal asset being LLC Interests[15] Key Terms and Performance Indicators; Non-GAAP Financial Measures This section outlines key financial and operational metrics, including Adjusted EBITDA and LTV, and discusses non-GAAP measure usage - Adjusted EBITDA is the primary financial performance measure used by management to evaluate the business and monitor results of operations[19] - Non-GAAP financial measures are used to supplement GAAP results, providing management and stakeholders with useful information for understanding operating performance and making period-to-period comparisons[20] - A limitation of non-GAAP measures is that they may not be comparable to similarly titled measures of other companies[20] - LTV (Lifetime Value of Commissions) is defined as aggregate commissions estimated to be collected over the estimated life of all commissionable Submissions for the relevant period[18] - A 'Submission' refers to either a completed application with a licensed agent approved by a health plan partner or a transfer by an agent to a health plan partner through the Encompass marketplace[22] PART I - Financial Information This part presents the company's interim financial statements and management's analysis of its financial performance and condition - GoHealth, Inc. is a leading health insurance marketplace and Medicare-focused digital health company[43] - The company reorganized its operating and reportable segments into a single segment during the first quarter of 2023, aligning with its shift in focus towards Medicare products[54] ITEM 1. Financial Statements. This section presents the company's condensed consolidated financial statements, including statements of operations, comprehensive income (loss), balance sheets, changes in stockholders' equity, and cash flows, along with detailed notes explaining business operations, accounting policies, and specific financial line items Condensed Consolidated Statements of Operations This statement details the company's revenues, expenses, and net income or loss over specified reporting periods Net Revenues (in thousands) | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :--------- | :--------- | :----------- | | Three months ended Sep. 30 | $132,037 | $133,052 | -$1,015 (-0.8%) | | Nine months ended Sep. 30 | $457,974 | $562,299 | -$104,325 (-18.6%) | Net Income (Loss) Attributable to GoHealth, Inc. (in thousands) | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :--------- | :--------- | :----------- | | Three months ended Sep. 30 | $(23,910) | $(30,005) | $6,095 | | Nine months ended Sep. 30 | $(62,031) | $(87,307) | $25,276 | Net Loss Per Share (Basic and Diluted) | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :----- | :----- | :----------- | | Three months ended Sep. 30 | $(2.61) | $(3.41) | $0.80 | | Nine months ended Sep. 30 | $(7.04) | $(10.54) | $3.50 | Condensed Consolidated Statements of Comprehensive Income (Loss) This statement presents the company's net income or loss and other comprehensive income or loss components Comprehensive Income (Loss) Attributable to GoHealth, Inc. (in thousands) | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :--------- | :--------- | :----------- | | Three months ended Sep. 30 | $(23,849) | $(29,942) | $6,093 | | Nine months ended Sep. 30 | $(61,951) | $(87,419) | $25,468 | Condensed Consolidated Balance Sheets This statement provides a snapshot of the company's assets, liabilities, and equity at specific points in time Total Assets (in thousands) | Date | Amount | | :---------------- | :--------- | | Sep. 30, 2023 | $1,437,409 | | Dec. 31, 2022 | $1,659,290 | Total Liabilities (in thousands) | Date | Amount | | :---------------- | :--------- | | Sep. 30, 2023 | $983,494 | | Dec. 31, 2022 | $1,067,589 | Total Stockholders' Equity (in thousands) | Date | Amount | | :---------------- | :--------- | | Sep. 30, 2023 | $404,613 | | Dec. 31, 2022 | $542,399 | Condensed Consolidated Statements of Changes in Stockholders' Equity This statement details the changes in the company's equity accounts over the reporting period - Total stockholders' equity decreased from $542,399 thousand at January 1, 2023, to $404,613 thousand at September 30, 2023[37] - Net loss attributable to GoHealth, Inc. for the nine months ended September 30, 2023, was $(62,031) thousand[37] - Share-based compensation expense for the nine months ended September 30, 2023, was $15,298 thousand[37] Condensed Consolidated Statements of Cash Flows This statement reports the cash generated and used by the company's operating, investing, and financing activities Net Cash Provided by (Used in) Operating Activities (in thousands) | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :--------- | :--------- | :----------- | | Nine months ended Sep. 30 | $37,840 | $101,903 | -$64,063 | Net Cash Provided by (Used in) Investing Activities (in thousands) | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :--------- | :--------- | :----------- | | Nine months ended Sep. 30 | $(8,087) | $(12,096) | $4,009 | Net Cash Provided by (Used in) Financing Activities (in thousands) | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :--------- | :--------- | :----------- | | Nine months ended Sep. 30 | $(20,019) | $41,540 | -$61,559 | Cash and Cash Equivalents at End of Period (in thousands) | Date | Amount | | :---------------- | :--------- | | Sep. 30, 2023 | $26,387 | | Sep. 30, 2022 | $215,403 | Notes to Condensed Consolidated Financial Statements This section provides detailed explanations of the company's accounting policies and specific financial line items 1. Description of Business and Significant Accounting Policies This note describes GoHealth's business, corporate structure, seasonality, and significant accounting policies - GoHealth is a leading health insurance marketplace and Medicare-focused digital health company, leveraging proprietary technology and skilled agents to enroll individuals in health insurance plans[43] - The company operates as a holding company, GoHealth, Inc., which is the sole managing member of GoHealth Holdings, LLC, consolidating its financial results[44][45] - The business experiences seasonality, with increased submissions and expenses during the Medicare annual enrollment period (Q4) and open enrollment period (Q1)[53] - During Q1 2023, the company reorganized its operations into a single operating and reportable segment, reflecting a strategic shift towards Medicare products[54] 2. Fair Value Measurements This note explains the company's approach to fair value measurements and reports on operating lease impairment charges - The company defines fair value as the price received for an asset or paid to transfer a liability in an orderly transaction between market participants[56] - No operating lease impairment charge was recorded for the three months ended September 30, 2023, but a $2.7 million charge was recorded for the nine months ended September 30, 2023, due to cost-saving initiatives to terminate or sublease office spaces[59] 3. Intangible Assets, Net This note details the company's intangible assets, net, and their expected amortization expense Total Intangible Assets, Net (in thousands) | Date | Amount | | :---------------- | :--------- | | Sep. 30, 2023 | $430,069 | | Dec. 31, 2022 | $500,611 | Expected Amortization Expense for Intangible Assets (in thousands) | Period | Amount | | :--------------- | :--------- | | Remainder of 2023 | $23,515 | | 2024 | $94,057 | 4. Long-Term Debt This note provides information on the company's long-term debt, including interest rates, prepayments, and covenant compliance Total Long-Term Debt, Net of Current Portion (in thousands) | Date | Amount | | :---------------- | :--------- | | Sep. 30, 2023 | $496,965 | | Dec. 31, 2022 | $504,810 | - The effective interest rate for Term Loan Facilities was 12.9% at September 30, 2023, up from 11.2% at December 31, 2022[70] - A mandatory prepayment of $14.0 million was made during Q2 2023, satisfying principal repayment obligations through Q2 2025[72][73] - The Revolving Credit Facilities had a remaining capacity of $200.0 million with no outstanding amounts as of September 30, 2023[77] - The company was in compliance with all debt covenants as of September 30, 2023[79] 5. Stockholders' Equity This note outlines the company's capital structure, non-controlling interests, preferred stock, and reverse stock split details - Holders of Class A common stock and Class B common stock each have one vote per share, voting as a single class, but Class B holders are not entitled to dividends[82] - Non-controlling interest holders' weighted average ownership percentages were 57.5% for the three months and 58.5% for the nine months ended September 30, 2023[84] - The company issued 50,000 shares of Series A redeemable convertible preferred stock for $50.0 million on September 23, 2022, which accrues dividends at an annual rate of 7% and ranks senior to common stock[86][88] - A one-for-fifteen reverse stock split became effective on November 17, 2022, retroactively adjusting share and per share amounts[99] 6. Share-Based Compensation Plans This note details the company's share-based compensation expense, including SARs and PSUs, and related accounting Total Share-Based Compensation Expense (Benefit) (in thousands) | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :--------- | :--------- | :----------- | | Three months ended Sep. 30 | $(545) | $6,456 | -$7,001 | | Nine months ended Sep. 30 | $16,159 | $25,868 | -$9,709 | - Stock Appreciation Rights (SARs) are liability-classified awards, revalued each reporting period, with a liability of $5.8 million as of September 30, 2023[102] - Performance Stock Units (PSUs) are granted based on market conditions (TSR) or performance conditions (Adjusted EBITDA CAGR), with compensation expense recognized over the performance period[103][104][105] - A share-based compensation benefit of $1.1 million for the three months ended September 30, 2023, was driven by a forfeiture related to an executive officer's departure[106] 7. Net Loss Per Share This note presents the basic and diluted net loss per share and explains the exclusion of anti-dilutive shares Net Loss Per Share of Class A Common Stock (Basic and Diluted) | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :----- | :----- | :----------- | | Three months ended Sep. 30 | $(2.61) | $(3.41) | $0.80 | | Nine months ended Sep. 30 | $(7.04) | $(10.54) | $3.50 | - Potentially dilutive shares, including equity awards, convertible preferred stock, and Class B common stock, were excluded from the diluted loss per share calculation because their inclusion would have been anti-dilutive[109] 8. Income Taxes This note discusses the company's effective tax rate and the liability related to the Tax Receivable Agreement - The effective tax rate for the three and nine months ended September 30, 2023, was 0.19% and 0.15%, respectively, lower than the statutory rate primarily due to loss entities and loss attributable to non-controlling interests[111] - The liability related to the Tax Receivable Agreement was $0.6 million as of September 30, 2023[112] 9. Revenue This note explains the company's revenue recognition policies, including LTV, and details revenue by segment and customer - Revenue recognition for variable consideration (Lifetime Value, LTV) is based on estimated aggregate commissions expected over the policy's life, constrained to amounts probable of not resulting in significant future reversals[114] - No revenue adjustments were recorded for the three and nine months ended September 30, 2023, while negative adjustments of $3.1 million and $9.3 million were recorded in the prior year periods, respectively[115] Total Medicare Revenue (in thousands) | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :--------- | :--------- | :----------- | | Three months ended Sep. 30 | $131,389 | $114,884 | $16,505 (14.4%) | | Nine months ended Sep. 30 | $439,718 | $480,310 | -$40,592 (-8.4%) | - Non-agency revenue increased by $20.7 million for the three months and $84.4 million for the nine months ended September 30, 2023, growing from 11% to 26% of total Medicare revenue in the three-month period[146] - The company exited its Non-Encompass BPO Services in Q2 2023, resulting in no net revenue from these services in Q3 2023 (compared to $17.6 million in Q3 2022)[151] - Three significant customers (Humana, Elevance Health, United) each represented 10% or more of total revenue for Q3 2023, collectively accounting for 84% of total revenue[126] 10. Leases This note provides details on the company's lease expenses, impairment charges, and weighted average lease term Total Net Lease Expense (in thousands) | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :--------- | :--------- | :----------- | | Three months ended Sep. 30 | $2,053 | $2,097 | -$44 | | Nine months ended Sep. 30 | $5,603 | $6,042 | -$439 | - No operating lease impairment charge was recorded for the three months ended September 30, 2023, but a $2.7 million charge was recorded for the nine months ended September 30, 2023, as part of cost-saving initiatives[128] - The weighted average remaining operating lease term was 7.2 years as of September 30, 2023[131] 11. Commitments and Contingencies This note outlines the company's legal proceedings and the associated accrual for potential liabilities - The company is defending against a securities class action and a derivative action, both filed in the United States District Court for the Northern District of Illinois[132][133] - An accrual of $12.0 million has been recorded for these legal matters, though the ultimate outcome and potential damages are not estimable at this time[135][134] 12. Related Party Transactions This note details transactions with related parties, including lease payments and aircraft dry lease agreements - Aggregate lease payments to related parties for corporate offices were $1.5 million for the three months and $4.5 million for the nine months ended September 30, 2023[137] - No expense was recorded for the aircraft dry lease agreement with a related party for the three months ended September 30, 2023, compared to $0.6 million for the nine months ended September 30, 2022[138] 13. Restructuring Costs This note reports on restructuring charges incurred, primarily for employee termination benefits, and the remaining balance - No restructuring and other related charges were incurred during the three and nine months ended September 30, 2023[140] - In the prior year, $9.8 million in restructuring charges were incurred for the three months ended September 30, 2022, primarily for employee termination benefits, as part of initiatives to drive efficiency and optimize costs[140][139] - The ending balance of restructuring and other related charges to be settled in cash was $945 thousand as of September 30, 2023[142] ITEM 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations. This section provides management's perspective on the company's financial condition and results of operations, including an overview of its business, updates on strategic initiatives, analysis of financial performance, non-GAAP measures, key operating metrics, and liquidity and capital resources - The company is a leading health insurance marketplace focused on Medicare, leveraging proprietary technology and skilled agents to improve healthcare access[145] - Strategic efforts are focused on operational efficiency and quality through the Encompass model, rather than revenue maximization, in response to LTV pressures[146] - Non-agency revenue significantly increased, reinforcing the company's commitment to building trusted, long-term consumer relationships[146] - The company made a strategic decision to exit Non-Encompass BPO Services to focus on its core business[151] Overview This section provides a high-level description of GoHealth's business as a health insurance marketplace focused on Medicare - GoHealth is a leading health insurance marketplace and Medicare-focused digital health company, aiming to improve healthcare access in America[145] - The company utilizes a proprietary technology platform with machine-learning algorithms and a network of skilled agents to help individuals find suitable health insurance plans[145] - GoHealth maintains a significant presence in the Medicare space, serving a commissionable market of nearly $30 billion[145] Update on Business Trends and Strategy This section discusses the company's strategic shift to the Encompass model, non-agency revenue growth, and exit from BPO services - The company transitioned to the Encompass model, prioritizing operational efficiency and quality over revenue maximization, in response to LTV pressures observed in 2021 and 2022[146] - Non-agency revenue increased by $20.7 million for the three months and $84.4 million for the nine months ended September 30, 2023, growing from 11% to 26% of total Medicare revenue in the three-month period[146] - In October 2023, GoHealth launched its PlanFit CheckUp offering to assist consumers in navigating Medicare Advantage plan selection[148] - The company made a strategic decision to exit its Non-Encompass BPO Services during Q2 2023 to focus on its core business, resulting in no net revenue from these services in Q3 2023[151] - Operations were reorganized into a single operating and reportable segment in Q1 2023, aligning with the company's increased focus on Medicare products[152] Ownership This section clarifies GoHealth, Inc.'s role as the managing member of GHH, LLC, and its tax implications - GoHealth, Inc. is the sole managing member of GHH, LLC, consolidating GHH, LLC's financial results and recording significant non-controlling interest[153] - Non-controlling interest holders' weighted average ownership percentages were 57.5% for the three months and 58.5% for the nine months ended September 30, 2023[153] - GoHealth, Inc. is subject to U.S. federal, state, and local income taxes on its allocable share of GHH, LLC's taxable income[157] Results of Operations This section analyzes the company's net revenues, expenses, and interest expense, highlighting key drivers of change Net Revenues (in thousands) | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :--------- | :--------- | :----------- | | Three months ended Sep. 30 | $132,037 | $133,052 | -$1,015 (-0.8%) | | Nine months ended Sep. 30 | $457,974 | $562,299 | -$104,325 (-18.6%) | - The decrease in net revenues for the three months ended September 30, 2023, was primarily due to the exit of Non-Encompass BPO Services, partially offset by a 14% increase in Medicare revenue[159] - Revenue share decreased by 25.1% for the three months and 29.4% for the nine months ended September 30, 2023, primarily due to declines in direct partner campaigns with revenue-sharing components[160][161] - Marketing and advertising expense increased by 73.9% in Q3 2023 due to investments for the 2023 AEP, but decreased by 17.8% for the nine months ended September 30, 2023, due to an intentional pullback for higher quality Submissions[162] - Customer care and enrollment expense decreased by 9.2% for the three months and 31.7% for the nine months ended September 30, 2023, primarily due to reduced agent headcount and improved operational efficiencies[163] - General and administrative expense decreased by 49.4% for the three months and 19.2% for the nine months ended September 30, 2023, driven by lower share-based compensation, reduced legal/consulting fees, and corporate headcount reductions[165] - Interest expense increased by 12.4% for the three months and 30.1% for the nine months ended September 30, 2023, primarily due to an increase in interest rates on the Term Loan Facilities[167] Non-GAAP Financial Measures This section explains the use of Adjusted EBITDA as a primary performance measure and its reconciliation to GAAP results - Adjusted EBITDA is the primary financial performance measure used by management to evaluate the business[168] Adjusted EBITDA (in thousands) | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :--------- | :--------- | :----------- | | Three months ended Sep. 30 | $(11,475) | $(14,327) | $2,852 (19.9%) | | Nine months ended Sep. 30 | $18,091 | $(34,995) | $53,086 (151.7%) | Adjusted EBITDA Margin | Period | 2023 | 2022 | | :------------------------- | :----- | :----- | | Three months ended Sep. 30 | (8.7)% | (10.8)% | | Nine months ended Sep. 30 | 4.0 % | (6.2)% | - Increases in Adjusted EBITDA were primarily due to the company's focus on driving high-quality Medicare services through the Encompass operating model, improved operating efficiencies, reduced headcount, targeted marketing, and technology enhancements[176] Key Business Performance and Operating Metrics This section presents and analyzes key operational metrics such as Submissions, Sales Per Submission, and Cost Per Submission Submissions | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :--------- | :--------- | :----------- | | Three months ended Sep. 30 | 161,550 | 122,964 | 38,586 (31.4%) | | Nine months ended Sep. 30 | 538,032 | 538,523 | (491) (-0.1%) | - The increase in Submissions for the three months ended September 30, 2023, was attributable to an increase in opportunities resulting from a focus on higher quality Submissions through targeted marketing[182] Sales Per Submission | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :----- | :----- | :----------- | | Three months ended Sep. 30 | $813 | $957 | -$144 (-15.0%) | | Nine months ended Sep. 30 | $817 | $907 | -$90 (-9.9%) | - Sales per Submission decreased due to continued pressures on LTV from increased consumer shopping behavior and an increased constraint on agency commission, partially offset by an increase in commission rates[184] Cost Per Submission | Period | 2023 | 2022 | Change (YoY) | | :------------------------- | :----- | :----- | :----------- | | Three months ended Sep. 30 | $745 | $866 | -$121 | | Nine months ended Sep. 30 | $679 | $838 | -$159 | - Cost per Submission decreased for both periods due to the strategic shift towards the Encompass operating model and improved operating efficiencies[188] Liquidity and Capital Resources This section assesses the company's cash position, operating cash flows, and ability to meet short-term and long-term obligations - Cash and cash equivalents totaled $26.4 million at September 30, 2023[190] - Current liquidity sources, including cash and Revolving Credit Facilities, are believed to be sufficient to meet projected operating and debt service requirements for at least the next 12 months[190] - Net cash provided by operating activities decreased to $37.8 million for the nine months ended September 30, 2023, from $101.9 million in the prior year, primarily due to decreases in deferred revenue and commissions payable[195] - Cash flow from operations for the nine months ended September 30, 2023, was lower than expected because approximately $72.0 million of payments from health plan partners were received shortly after quarter-end[196] - Net cash used in financing activities was $20.0 million for the nine months ended September 30, 2023, compared to $41.5 million provided in the prior year, mainly due to a $50.0 million decrease in proceeds from preferred stock issuance and an $11.4 million increase in debt repayment[198] - The Revolving Credit Facilities had a remaining capacity of $200.0 million with no outstanding amounts as of September 30, 2023[204] Recent Accounting Pronouncements This section outlines the adoption of new accounting standards and any material changes to accounting policies - The company adopted ASC 848, Reference Rate Reform, on March 15, 2023, upon entry into Amendment No. 10 to its Credit Agreement, with no impact on the Condensed Consolidated Financial Statements[55] - There have been no material changes to the company's significant accounting policies from those disclosed in its 2022 Annual Report on Form 10-K[51] Critical Accounting Policies and Estimates This section identifies the accounting policies requiring significant judgment and estimation in financial reporting - Critical accounting policies and estimates include revenue recognition and commissions receivable, share-based compensation, intangible assets, impairment of operating lease ROU assets, income taxes, and liabilities pursuant to tax receivable agreements[208] - No material changes to critical accounting policies were identified during the three and nine months ended September 30, 2023[209] ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. As a smaller reporting company, GoHealth, Inc. is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, GoHealth, Inc. is not required to include disclosure under this item[211] ITEM 4. Controls and Procedures. This section reports on the effectiveness of the company's disclosure controls and procedures, identifying a material weakness in internal control over financial reporting related to commission revenue recognition and documentation, while outlining ongoing remediation efforts - The company's disclosure controls and procedures were not effective as of September 30, 2023, due to a material weakness in internal control over financial reporting[213] - The material weakness relates to the ineffective design and operation of process level controls for the completeness and accuracy of key financial data used in commission revenue recognition and related balance sheet accounts, and insufficient contemporaneous documentation of review controls[214] - Remediation efforts include establishing specific management review procedures, providing additional training on data validation and documentation, and investing in corporate infrastructure[215] - Despite the material weakness, management concluded that the Condensed Consolidated Financial Statements fairly present the financial position, results of operations, and cash flows in conformity with U.S. GAAP[217] PART II - Other Information This part contains additional information not included in the financial statements, such as legal proceedings and risk factors ITEM 1. Legal Proceedings. This section refers to Note 11 of the Condensed Consolidated Financial Statements for detailed information regarding the company's legal proceedings - Refer to Note 11, 'Commitments And Contingencies,' of the Notes to the Condensed Consolidated Financial Statements for information about legal proceedings[221] ITEM 1A. Risk Factors. This section updates the risk factors from the 2022 Annual Report on Form 10-K, highlighting new or changed risks related to regulatory developments in health insurance, reliance on CMS services, and uncertainty surrounding stockholder proposals for potential transactions - Changes and developments in the U.S. health insurance system and governing laws/regulations, especially for Medicare, could materially adversely affect the company's business[223] - A proposed CMS rule (November 6, 2023) could limit compensation payable to brokers and agents for marketing and administrative services, potentially impacting the company's revenue[224] - Reliance on CMS services means a federal government shutdown could impede the company's operations by delaying application approvals or pausing access to technology platforms[226] - An unsolicited proposal from a buyer group to acquire outstanding shares was rejected by the Special Committee in August 2023, and uncertainty regarding such proposals could interfere with strategic plans and cause stock price fluctuations[228][229][230] ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds. This section states that there were no unregistered sales of equity securities or use of proceeds to report during the period - None[231] ITEM 3. Defaults Upon Senior Securities. This section states that there were no defaults upon senior securities to report during the period - None[232] ITEM 4. Mine Safety Disclosures. This section indicates that mine safety disclosures are not applicable to the company - Not applicable[234] ITEM 5. Other Information. This section reports that no directors or officers adopted, modified, or terminated Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the fiscal quarter ended September 30, 2023 - No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading arrangement for the company's securities during the fiscal quarter ended September 30, 2023[235] ITEM 6. Exhibits. This section provides a comprehensive list of exhibits filed with the Form 10-Q, including organizational documents, stock certificates, and various certifications - The exhibit list includes the Amended and Restated Certificate of Incorporation and Bylaws, Certificate of Designations for preferred stock, and certifications from the Chief Executive Officer and Chief Financial Officer[237] - Inline XBRL Instance Document and Taxonomy Extension Schema Document are included as exhibits[237] Signatures This section confirms the official signing of the report by the company's authorized officers - The report was signed by Vijay Kotte, Chief Executive Officer, and Jason Schulz, Chief Financial Officer, on November 9, 2023[241]