Heidrick & Struggles(HSII) - 2023 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements The section presents unaudited condensed consolidated financial statements and accompanying detailed notes Condensed Consolidated Balance Sheets Total assets and liabilities decreased while stockholders' equity increased from year-end 2022 | Metric | June 30, 2023 (Unaudited) | December 31, 2022 | | :--------------------------------- | :-------------------------- | :------------------ | | Cash and cash equivalents | $217,776 | $355,447 | | Marketable securities | $21,240 | $266,169 | | Accounts receivable, net | $197,899 | $126,437 | | Total current assets | $523,335 | $823,819 | | Goodwill | $198,639 | $138,361 | | Other intangible assets, net | $26,903 | $6,333 | | Total assets | $964,455 | $1,175,638 | | Accrued salaries and benefits (current) | $193,858 | $451,161 | | Total current liabilities | $318,793 | $588,477 | | Total liabilities | $536,138 | $764,992 | | Total stockholders' equity | $428,317 | $410,646 | Unaudited Condensed Consolidated Statements of Comprehensive Income Net income declined significantly for the three and six-month periods due to lower revenue and higher expenses | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue before reimbursements (net revenue) | $271,225 | $298,701 | $510,542 | $582,562 | | Total revenue | $273,777 | $301,109 | $515,896 | $586,646 | | Total operating expenses | $260,192 | $267,243 | $484,540 | $522,548 | | Operating income | $13,585 | $33,866 | $31,356 | $64,098 | | Net income | $8,982 | $24,149 | $24,568 | $42,616 | | Basic EPS | $0.45 | $1.22 | $1.23 | $2.17 | | Diluted EPS | $0.44 | $1.19 | $1.19 | $2.08 | | Cash dividends paid per share | $0.15 | $0.15 | $0.30 | $0.30 | Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity Stockholders' equity increased due to net income and stock-based compensation, offset by dividends and repurchases | Metric | Balance at December 31, 2022 | Balance at June 30, 2023 | | :--------------------------------- | :--------------------------- | :----------------------- | | Total Stockholders' Equity | $410,646 | $428,317 | | Net income (six months) | N/A | $24,568 | | Stock-based compensation (six months) | N/A | $3,772 | | Cash dividends declared (six months) | N/A | $(6,009) | | Repurchase of common stock (six months) | N/A | $(904) | Unaudited Condensed Consolidated Statements of Cash Flows The company experienced significant cash outflows from operations, while investing activities provided cash | Metric | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(290,091) | $(179,512) | | Net cash provided by (used in) investing activities | $197,872 | $(8,604) | | Net cash used in financing activities | $(47,225) | $(9,442) | | Net decrease in cash, cash equivalents and restricted cash | $(137,672) | $(208,609) | | Cash, cash equivalents and restricted cash at end of period | $217,817 | $336,650 | Unaudited Notes to Condensed Consolidated Financial Statements The notes detail accounting policies, revenue recognition, acquisitions, goodwill, and other financial statement components 1. Basis of Presentation of Interim Financial Information - The unaudited Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP and SEC rules, involving management estimates and assumptions that may differ from actual results[19] 2. Summary of Significant Accounting Policies - The company's significant accounting policies are consistent with its Annual Report on Form 10-K, with specific details provided for revenue recognition, cost of services, R&D, marketable securities, restricted cash, EPS calculation, leases, and goodwill impairment testing[20] - Goodwill impairment evaluation was performed during Q2 2023 due to the acquisition of businessfourzero into the Heidrick Consulting reporting unit, which had a pre-existing fair value shortfall, resulting in a $7.2 million impairment charge[33][35] - The company is evaluating the impact of ASU No. 2020-04 regarding reference rate reform (LIBOR to SOFR), but it is not expected to have a material effect on financial statements[36] 3. Revenue - Executive Search revenue is recognized over time, typically over six months, based on estimated personnel time incurred, with variable consideration (uptick revenue) estimated at contract inception[38][39][40] - On-Demand Talent revenue is recognized over time as clients simultaneously receive and consume benefits, with the company acting as the principal in third-party contractor transactions[42] - Heidrick Consulting revenue is recognized over time using both input (time incurred) and output (sessions/assessments delivered) methods, with enterprise agreements for Culture Connect recognized ratably over the subscription period[43][44] | Contract Balance | June 30, 2023 | December 31, 2022 | Change | | :----------------- | :------------ | :---------------- | :----- | | Unbilled receivables, net | $18,387 | $13,940 | $4,447 | | Contract assets | $18,194 | $21,348 | $(3,154) | | Total contract assets | $36,581 | $35,288 | $1,293 | | Deferred revenue | $44,102 | $43,057 | $1,045 | - During the six months ended June 30, 2023, the Company recognized $34.2 million of revenue from contract liabilities at the beginning of the period and $14.4 million from changes in estimates of variable consideration[50] 4. Credit Losses - The allowance for credit losses on trade receivables increased to $6,979 thousand at June 30, 2023, from $6,643 thousand at December 31, 2022, reflecting a provision of $3,703 thousand and write-offs of $3,373 thousand[53] 5. Property and Equipment, net | Component | June 30, 2023 | December 31, 2022 | | :-------------------------- | :------------ | :---------------- | | Property and equipment, gross | $91,560 | $85,236 | | Accumulated depreciation | $(58,230) | $(55,029) | | Property and equipment, net | $33,330 | $30,207 | - Depreciation expense for the three months ended June 30, 2023, was $2.2 million (vs. $1.8 million in 2022) and for the six months was $4.2 million (vs. $3.6 million in 2022)[56] 6. Leases - The company's lease portfolio consists primarily of operating leases for office space, with terms ranging from less than one year to 10.1 years. The weighted average remaining lease term is 6.3 years and the weighted average discount rate is 3.79% as of June 30, 2023[57][59][61] | Lease Cost Component | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease cost | $4,567 | $4,485 | $9,092 | $8,843 | | Variable lease cost | $3,071 | $1,472 | $4,987 | $2,633 | | Total lease cost | $7,638 | $5,957 | $14,079 | $11,476 | | Future Lease Maturities (as of June 30, 2023) | | :-------------------------------- | :------------ | | 2023 | $9,267 | | 2024 | $21,021 | | 2025 | $12,749 | | 2026 | $11,186 | | 2027 | $9,818 | | Thereafter | $27,566 | | Total lease payments | $91,607 | | Less: Interest | $10,060 | | Present value of lease liabilities | $81,547 | 7. Financial Instruments and Fair Value | Metric | June 30, 2023 | December 31, 2022 | | :--------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $217,776 | $355,447 | | Marketable securities | $21,240 | $266,169 | | Total Cash, Cash Equivalents & Marketable Securities | $239,016 | $621,616 | - The company's U.S. non-qualified deferred compensation plan investments, primarily U.S. marketable securities and mutual funds, had an aggregate cost basis of $35.5 million at June 30, 2023, up from $29.1 million at December 31, 2022[64] | Level 3 Liabilities (Six Months Ended June 30, 2023) | | :--------------------------------- | :------------ | | Balance at December 31, 2022 | $(44,202) | | Purchase accounting | $(36,266) | | Earnout accretion | $(642) | | Compensation expense | $(5,443) | | Earnout payments | $35,946 | | Foreign currency translation | $(1,123) | | Balance at June 30, 2023 | $(51,730) | | Level 3 Assets (Goodwill) (Six Months Ended June 30, 2023) | | :--------------------------------- | :------------ | | Balance at December 31, 2022 | $138,361 | | Acquired goodwill | $66,588 | | Impairment | $(7,246) | | Foreign currency translation | $936 | | Balance at June 30, 2023 | $198,639 | 8. Acquisitions - On February 1, 2023, the Company acquired Atreus Group GmbH for $33.4 million initially, with an estimated earnout liability of $32.0 million, recording $59.5 million in goodwill for the On-Demand Talent segment[72] - On April 1, 2023, the Company acquired businessfourzero for $9.5 million initially, with an estimated earnout liability of $4.3 million, recording $7.1 million in goodwill for the Heidrick Consulting segment[73] 9. Goodwill and Other Intangible Assets | Segment | June 30, 2023 | December 31, 2022 | | :------------------ | :------------ | :---------------- | | Executive Search | $93,250 | $92,832 | | On-Demand Talent | $105,389 | $45,529 | | Heidrick Consulting | $7,246 | $0 | | Goodwill, gross | $205,885 | $138,361 | | Accumulated impairment | $(7,246) | $0 | | Total goodwill | $198,639 | $138,361 | - A $7.2 million goodwill impairment charge was recorded for the Heidrick Consulting reporting unit during Q2 2023, writing off all associated goodwill, due to the acquisition of businessfourzero into a unit with a pre-existing fair value shortfall[76][78] | Intangible Asset | June 30, 2023 (Net Carrying Amount) | December 31, 2022 (Net Carrying Amount) | | :----------------- | :---------------------------------- | :-------------------------------------- | | Client relationships | $17,312 | $4,556 | | Trade name | $2,800 | $481 | | Software | $6,791 | $1,296 | | Total intangible assets | $26,903 | $6,333 | - Intangible asset amortization expense increased significantly to $2.6 million for Q2 2023 (vs. $0.8 million in 2022) and $4.5 million for H1 2023 (vs. $1.6 million in 2022), primarily due to recent acquisitions[80] 10. Other Current and Non-current Assets and Liabilities | Category | June 30, 2023 | December 31, 2022 | | :-------------------------- | :------------ | :---------------- | | Other current assets | $50,622 | $40,722 | | Other current liabilities | $36,017 | $56,016 | | Other non-current liabilities | $42,005 | $5,293 | - Earnout liability shifted from current ($36.0 million) at December 31, 2022, to non-current ($37.3 million) at June 30, 2023[82] 11. Line of Credit - The company amended its credit agreement on February 24, 2023, replacing LIBOR with SOFR and increasing the committed unsecured revolving credit facility from $175 million to $200 million, with a $75 million expansion feature[83] - As of June 30, 2023, and December 31, 2022, the company had no outstanding borrowings and was in compliance with all covenants[85] 12. Stock-Based Compensation and Common Stock - Stockholders approved an amendment to the GlobalShare Program on May 25, 2023, increasing reserved shares by 1,060,000, with 1,022,428 shares remaining available for future awards as of June 30, 2023[86][87] | Stock-Based Compensation Expense (Salaries and benefits) | | :------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | Salaries and benefits | $806 | $1,274 | $3,403 | $4,178 | - Unrecognized compensation expense for unvested restricted stock units is $10.8 million (weighted average 2.6 years), for performance stock units is $5.6 million (weighted average 2.0 years), and for phantom stock units is $1.4 million (weighted average 2.6 years)[92][95][99] - The company repurchased 36,000 shares of common stock for $0.9 million during Q2 2023, with $20.8 million remaining under the $50 million repurchase authorization[101] 13. Restructuring - The 2020 restructuring plan, aimed at optimizing growth and profitability, did not incur any charges during the three and six months ended June 30, 2023 and 2022, and no future charges are anticipated. The restructuring accrual balance was zero at June 30, 2023[102][104] 14. Income Taxes | Period | Income Before Taxes | Provision for Income Taxes | Effective Tax Rate | | :------------------------------- | :------------------ | :------------------------- | :----------------- | | Three Months Ended June 30, 2023 | $16.9 million | $7.9 million | 46.8% | | Three Months Ended June 30, 2022 | $34.9 million | $10.8 million | 30.9% | | Six Months Ended June 30, 2023 | $39.7 million | $15.1 million | 38.1% | | Six Months Ended June 30, 2022 | $62.8 million | $20.2 million | 32.2% | - The effective tax rate for the three and six months ended June 30, 2023, was significantly impacted by the tax effect on goodwill impairment and the inability to recognize losses[105][106] 15. Changes in Accumulated Other Comprehensive Income (Loss) | Component | Balance at December 31, 2022 | Other Comprehensive Income Before Reclassification, Net of Tax | Balance at June 30, 2023 | | :-------------------------- | :--------------------------- | :------------------------------------------------------------- | :----------------------- | | Available for Sale Securities | $(41) | $54 | $13 | | Foreign Currency Translation | $(4,163) | $314 | $(3,849) | | Pension | $15 | $0 | $15 | | Total AOCI | $(4,189) | $368 | $(3,821) | 16. Segment Information - The company operates in five segments: Executive Search (Americas, Europe, Asia Pacific), On-Demand Talent, and Heidrick Consulting, with reimbursements reported separately from segment results[109][110] | Segment Revenue (Net Revenue) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Executive Search | $206,779 | $253,909 | $397,266 | $496,458 | | On-Demand Talent | $39,240 | $22,353 | $70,357 | $45,734 | | Heidrick Consulting | $25,206 | $22,439 | $42,919 | $40,370 | | Total Net Revenue | $271,225 | $298,701 | $510,542 | $582,562 | | Segment Operating Income (Loss) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Executive Search | $46,940 | $52,768 | $90,633 | $103,076 | | On-Demand Talent | $(2,862) | $(349) | $(7,226) | $(931) | | Heidrick Consulting | $(10,686) | $(408) | $(13,802) | $(2,492) | | Total Segment Operating Income | $33,392 | $52,011 | $69,605 | $99,653 | 17. Guarantees - The company has letters of credit totaling approximately $4.4 million as of June 30, 2023, primarily supporting office lease agreements, with no accrued liability as no default is expected[112] 18. Commitments and Contingencies - The company faces contingent liabilities from various pending claims and litigation in the ordinary course of business, but management believes their ultimate resolution will not materially adversely affect its financial condition, results of operations, or liquidity[113] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial performance, operational results, liquidity, capital resources, and critical accounting policies Executive Overview The company provides human capital advisory services and recently expanded through acquisitions - Heidrick & Struggles is a human capital leadership advisory firm providing executive search, consulting, and on-demand talent services globally[117] - The company acquired Atreus Group GmbH in February 2023 to expand its on-demand talent presence in continental Europe[128] - The company acquired businessfourzero in April 2023 to complement its culture shaping practice and offer broader leadership advisory solutions[128] - Key performance indicators include net revenue, operating income, operating margin, Adjusted EBITDA, consultant headcount, confirmation trends, consultant productivity, and average revenue per search[129] - The company expects Q3 2023 consolidated net revenue between $245 million and $265 million, reflecting typical summer seasonality and acknowledging external factors like foreign exchange, interest rates, and macroeconomic constraints[137] Results of Operations Revenue and operating income declined, driven by Executive Search, despite growth in other segments from acquisitions Consolidated Financial Performance (as % of Net Revenue) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue before reimbursements (net revenue) | 100.0% | 100.0% | 100.0% | 100.0% | | Salaries and benefits | 66.0% | 69.5% | 66.2% | 70.2% | | General and administrative expenses | 14.9% | 11.8% | 14.7% | 11.2% | | Cost of services | 9.3% | 5.8% | 9.4% | 6.1% | | Research and development | 2.1% | 1.5% | 2.2% | 1.5% | | Impairment charges | 2.7% | — | 1.4% | — | | Operating income | 5.0% | 11.3% | 6.1% | 11.0% | | Net income | 3.3% | 8.1% | 4.8% | 7.3% | Consolidated Revenue and Operating Income by Segment | Segment | Q2 2023 Net Revenue | Q2 2022 Net Revenue | H1 2023 Net Revenue | H1 2022 Net Revenue | | :------------------ | :------------------ | :------------------ | :------------------ | :------------------ | | Executive Search | $206,779 | $253,909 | $397,266 | $496,458 | | On-Demand Talent | $39,240 | $22,353 | $70,357 | $45,734 | | Heidrick Consulting | $25,206 | $22,439 | $42,919 | $40,370 | | Total Net Revenue | $271,225 | $298,701 | $510,542 | $582,562 | | | | | | | | Segment | Q2 2023 Operating Income (Loss) | Q2 2022 Operating Income (Loss) | H1 2023 Operating Income (Loss) | H1 2022 Operating Income (Loss) | | :------------------ | :------------------------------ | :------------------------------ | :------------------------------ | :------------------------------ | | Executive Search | $46,940 | $52,768 | $90,633 | $103,076 | | On-Demand Talent | $(2,862) | $(349) | $(7,226) | $(931) | | Heidrick Consulting | $(10,686) | $(408) | $(13,802) | $(2,492) | | Total Operating Income | $13,585 | $33,866 | $31,356 | $64,098 | Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022 - Consolidated total revenue decreased 9.1% to $273.8 million, and net revenue decreased 9.2% to $271.2 million, primarily due to a $47.1 million (18.6%) decrease in Executive Search net revenue[141][142] - On-Demand Talent net revenue increased 75.5% to $39.2 million, driven by the Atreus acquisition, while Heidrick Consulting net revenue increased 12.3% to $25.2 million, primarily due to the businessfourzero acquisition[142] - Executive Search productivity (annualized net revenue per consultant) decreased from $2.6 million to $1.9 million, and average revenue per executive search decreased from $153,000 to $143,000[143][145] - Salaries and benefits expense decreased 13.9% to $178.9 million, mainly due to a $47.6 million decrease in variable compensation from lower consultant productivity, partially offset by increased fixed compensation from acquisitions[146] - General and administrative expenses increased 15.1% to $40.5 million, and cost of services increased 45.4% to $25.3 million, both primarily due to recent acquisitions[148][150] - A $7.2 million goodwill impairment charge was recorded in Heidrick Consulting, contributing to its operating loss of $10.7 million (vs. $0.4 million loss in 2022)[153][180] - Operating income decreased from $33.9 million to $13.6 million, negatively impacted by foreign exchange fluctuations of $0.4 million[155] Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022 - Consolidated total revenue decreased 12.1% to $515.9 million, and net revenue decreased 12.4% to $510.5 million, with Executive Search net revenue down $99.2 million (20.0%) due to decreased engagement volume[183][184] - On-Demand Talent net revenue increased 53.8% to $70.4 million, driven by the Atreus acquisition and increased legacy project volume. Heidrick Consulting net revenue increased 6.3% to $42.9 million, primarily due to the businessfourzero acquisition[184] - Salaries and benefits expense decreased 17.4% to $337.8 million, mainly due to a $103.3 million decrease in variable compensation, partially offset by a $31.9 million increase in fixed compensation from acquisitions[186] - General and administrative expenses increased 15.1% to $74.8 million, and cost of services increased 36.0% to $48.1 million, both primarily due to acquisitions[189][191] - A $7.2 million goodwill impairment charge in Heidrick Consulting contributed to its operating loss of $13.8 million (vs. $2.5 million loss in 2022)[194][218] - Operating income decreased from $64.1 million to $31.4 million, negatively impacted by foreign exchange fluctuations of $1.1 million[195] - Net non-operating income shifted from a $1.3 million loss in 2022 to an $8.3 million income in 2023, primarily due to higher interest income and unrealized gains on the deferred compensation plan[195][196][197] Liquidity and Capital Resources Liquidity is maintained via cash and a credit facility, though cash balances decreased significantly in H1 2023 - The company believes its cash balances, operational cash flow, and $200 million revolving credit facility (increased from $175 million and converted to SOFR) are sufficient to finance operations for at least the next 12 months[221][223] | Metric | June 30, 2023 | December 31, 2022 | June 30, 2022 | | :--------------------------------- | :------------ | :---------------- | :------------ | | Cash, cash equivalents and marketable securities | $239.0 million | $621.6 million | $336.6 million | - Cash used in operating activities was $290.1 million for H1 2023, primarily due to a $274.8 million decrease in accrued expenses (cash bonus payments) and a $60.0 million increase in accounts receivable[227] - Cash provided by investing activities was $197.9 million for H1 2023, mainly from $268.1 million in marketable securities sales, partially offset by $35.7 million for acquisitions and $27.7 million for marketable securities purchases[229] - Cash used in financing activities was $47.2 million for H1 2023, driven by a $35.9 million earnout payment, $6.2 million in dividends, and $4.1 million in employee tax withholdings on equity transactions[231] - The company has aggregate future operating lease payment obligations of $81.5 million, with $21.2 million payable within 12 months, and asset retirement obligations of $2.9 million[233] Application of Critical Accounting Policies and Estimates Key accounting policies requiring significant management judgment include revenue recognition, taxes, and impairment assessments - Critical accounting policies and estimates include revenue recognition, income taxes, interim effective tax rate, and the assessment of goodwill and other intangible assets for impairment, which involve significant management judgment and assumptions[236] Recently Issued and Adopted Financial Accounting Standards Information on new accounting standards is incorporated by reference from Note 2 of the financial statements - Information on recently issued and adopted financial accounting standards is incorporated by reference from Note 2 of the Condensed Consolidated Financial Statements[238] Item 3. Quantitative and Qualitative Disclosures about Market Risk The company is primarily exposed to currency market risk, with a 10% rate change having a minor impact on net income - The company faces currency market risk from global operations, with a 10% change in average exchange rates potentially impacting net income by approximately $0.2 million for the six months ended June 30, 2023[239] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective with no material changes to internal controls - The company's disclosure controls and procedures were evaluated and deemed effective as of June 30, 2023[241] - No material changes to internal control over financial reporting occurred during the three months ended June 30, 2023[242] PART II. OTHER INFORMATION Item 1. Legal Proceedings Information on legal proceedings is incorporated by reference from Note 18 of the financial statements - Information on legal proceedings is incorporated by reference from Note 18, Commitments and Contingencies, in the Condensed Consolidated Financial Statements[243] Item 1A. Risk Factors No material changes to the company's risk factors have occurred since its 2022 Annual Report on Form 10-K - No material changes to the company's risk factors have occurred since the Annual Report on Form 10-K for the year ended December 31, 2022[244] Item 2. Unregistered Sales of Equity Securities and Use Proceeds The company repurchased 36,000 shares for $0.9 million in Q2 2023, with $20.8 million remaining under its authorization | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares That May Yet be Purchased Under the Program | | :----------------------------- | :------------------------------- | :--------------------------- | :------------------------------------------------------------------- | :------------------------------------------------------------------- | | May 1, 2023 - May 31, 2023 | 36,000 | $25.11 | 36,000 | $20.8 million | | Total | 36,000 | $25.11 | 36,000 | $20.8 million | Item 6. Exhibits This section lists filed exhibits, including stock agreements, officer certifications, and XBRL documents - Exhibits include stock unit participation agreements, CEO/CFO certifications (Sarbanes-Oxley Act Sections 302 and 906), and Inline XBRL documents[247] SIGNATURE The report was duly signed by the Vice President, Controller, and Chief Accounting Officer on July 31, 2023 - The report was signed by Stephen A. Bondi, Vice President, Controller, and Chief Accounting Officer, on July 31, 2023[251]