Intellinetics(INLX) - 2023 Q4 - Annual Report

Part I Item 1. Business Intellinetics provides digital transformation solutions through Document Management and Document Conversion segments, leveraging SaaS and serving regulated markets - Intellinetics operates through two reporting segments: Document Management (software platform, including Yellow Folder acquisition) and Document Conversion (paper-to-digital conversion, storage, retrieval services)[21][232] - The Software as a Service (SaaS) model is increasingly popular and a key ingredient in the company's revenue growth strategy, especially with increased remote workforce deployment[22][145] - The Document Management segment's government contracts (including K-12 education) represented approximately 84% of its net revenues in 2023 and 77% in 2022[34] - The Document Conversion segment has significant customer concentration with the State of Michigan, accounting for approximately 62% of its net revenues and 35% of total consolidated revenues in 2023[37] Employee Category | Employee Category | Number of Employees (as of March 23, 2024) | | :---------------- | :--------------------------------------- | | Total Employees | 182 | | Full-time | 152 | | Part-time | 30 | | Graphic Sciences | 133 (115 full-time, 18 part-time) | | Intellinetics Ohio| 49 (37 full-time, 12 part-time) | | Admin/Management | 22 | | Software Sales/Support/Dev | 36 | | Document Services/Storage | 124 | Item 1A. Risk Factors The company faces various economic, operational, and financial risks, including competition and data security, which could materially affect its business and operating results - General inflation and increases in minimum wage and labor costs have affected and may continue to adversely affect the business, financial condition, and results of operations, slightly decreasing profit margins in 2023[63][150] - The markets for the company's products are intensely competitive, subject to rapid technological change, and the convergence of technologies (e.g., AI) has introduced unforeseen competitors[68] - The company's success depends on its ability to design, develop, test, market, license, and support new technologically-advanced products and enhancements on a timely basis, especially in response to rapid advancements in AI tools[74] - The company has significant customer concentration, with its two largest clients accounting for approximately 35% and 5% of total revenues in 2023, and government contracts (including K-12 education) representing about 80% of net revenues[88][339][340] - Security breaches, unauthorized access, or disruptions could result in loss of confidential information, damage to reputation, early contract termination, litigation, and regulatory investigations, especially given the handling of sensitive customer data[93][96] Item 1B. Unresolved Staff Comments The company reports no unresolved staff comments - Not applicable[120] Item 1C. Cybersecurity Intellinetics manages cybersecurity risks using the NIST framework, implementing comprehensive controls, training, and monitoring, with no material incidents reported to date - Cybersecurity risk management leverages the National Institute of Standards and Technology (NIST) framework, conforming to SP800-53 r5 Information Security controls framework[122] - Measures include internal reporting, annual and ongoing cybersecurity awareness training for employees, mechanisms to detect and monitor unusual network activity, and threat detection, containment, incident response, and backup recovery tools[123] - Cybersecurity program reviews are conducted at least quarterly by the Chief Financial Officer and Chief Technology Officer, with material risks reported to the Board of Directors[124] - As of the report date, the company has not experienced a cybersecurity incident that resulted in a material adverse impact to its business or operations[126] Item 2. Properties The company leases multiple office and production facilities in Ohio and Michigan for its Document Conversion and Document Management operations, including significant storage space - The company leases 6,000 sq ft for its corporate headquarters and Document Conversion/Management operations in Columbus, Ohio, with a lease expiring December 31, 2028[127] - Main Document Conversion operations are housed in a 36,000 sq ft facility in Madison Heights, Michigan, with 20,000 sq ft for records storage, lease expiring August 31, 2026[128] - An additional 37,000 sq ft building in Sterling Heights, Michigan, is leased for Document Conversion, primarily for document storage, lease expiring April 30, 2028[129] - The company owns and operates specialized equipment for scanning images and converting microfilm to digital images or microfiche for its Document Conversion segment[133] Item 3. Legal Proceedings The company is not currently involved in any material legal proceedings - The company is not currently involved in any legal proceedings that are believed to be material[134] Item 4. Mine Safety Disclosure The company is not subject to mine safety disclosure requirements - Not applicable[135] Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Intellinetics common stock trades on NYSE American, with no dividends paid or anticipated, and no unregistered securities issued or equity repurchases in Fiscal Year 2023 - Common stock trades on the NYSE American under the symbol "INLX" since September 9, 2022[136] - As of March 23, 2024, there were 76 stockholders of record[137] - No dividends were paid on common stock in the two most recent fiscal years, and none are anticipated in the foreseeable future, with plans to retain earnings for business development[138][109] - No unregistered securities issuances in Fiscal Year 2023 not previously disclosed, and no issuer purchases of securities[139][140] Item 6. [Reserved] This item is reserved and contains no information - This item is reserved[141] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This section reviews Intellinetics' 2023 financial performance and operational strategies, highlighting 21% revenue growth, improved net income, and sufficient liquidity, significantly impacted by the Yellow Folder acquisition - The acquisition of Yellow Folder on April 1, 2022, was the biggest factor in changes to results of operations, with 2023 including a full year of Yellow Folder operations compared to three quarters in 2022[148] - The company's strategy for Document Management focuses on increasing cloud-based software revenues, while for Document Conversion, it aims to grow core services and leverage software products for digital transformation solutions[147] - Employee wages, the largest expense, increased due to inflation, slightly decreasing profit margins in 2023, but the company mitigated this through customer renewal rate increases[150] Company Overview Intellinetics provides digital transformation and process automation solutions through Document Management and Document Conversion segments, with SaaS as a key growth driver, significantly impacted by the Yellow Folder acquisition - Intellinetics is a document services and software solutions company serving SMB and governmental sectors with digital transformation and process automation initiatives[143] - The April 1, 2022, acquisition of Yellow Folder significantly impacted financial and business operations[143] - The company's digital transformation products and services are provided through two segments: Document Management and Document Conversion[144] - Licensing software via the 'software as a service' (SaaS) or 'cloud-based' model is increasingly popular and a key revenue growth strategy[145] How We Evaluate our Business Performance and Opportunities The company evaluates performance by focusing on cloud-based software growth, core service expansion, reseller sales, project profitability, sales cycles, and potential accretive acquisitions - For Document Management, the strategy is to focus on cloud-based delivery, assessing increases in cloud-based software revenues relative to prior periods and other revenue sources[147] - For Document Conversion, the strategy is to maintain and grow core conversion, storage, and retrieval business, while leveraging software products for total digital transformation solutions[147] - The company monitors sales through resellers versus direct sales, and evaluates customer engagements based on profit margins and potential for new product/service feature development[147] - Software sales cycles average 1-3 months, with large projects lasting 4-6 months, while document conversion services often have very short sales cycles but can have a backlog of work orders[147] - The company continuously monitors potential acquisitions of complementary solutions and expertise that are consistent with its core business and expected to be accretive to financial performance[147] Executive Overview of Results 2023 results show 21% revenue growth to $16.89 million and significantly increased net income to $0.52 million, driven by the Yellow Folder acquisition and strong professional services, despite inflationary labor costs - The biggest factor in 2023 results was the Yellow Folder acquisition (full year in 2023 vs. three quarters in 2022) and record professional services revenue from Document Conversion[148] Key Financial Results (Consolidated) for 2023 vs. 2022 | Metric | 2023 (USD) | 2022 (USD) | Change (%) | | :-------------------------------- | :--------- | :--------- | :--------- | | Revenues | 16,886,381 | 14,016,928 | 21% | | Cost of Revenues | 6,322,426 | 5,107,770 | 24% | | Operating Expenses (excl. CoR) | 9,456,486 | 8,081,837 | 17% | | Income from Operations | 1,107,469 | 827,321 | 34% | | Net Income | 519,266 | 24,027 | 2061% | | Basic Net Income per Share | 0.13 | 0.01 | 1200% | | Diluted Net Income per Share | 0.11 | 0.01 | 1000% | | Net Cash Provided by Operating Activities | 784,659 | 1,988,778 | -61% | | Capital Expenditures | 548,077 | 577,325 | -5% | | Employees (as of Dec 31) | 171 | 161 | 6% | - Increased labor costs due to wage inflation slightly decreased profit margins over 2022, but the company mitigates this by increasing customer renewal rates[150] Reportable Segments The company operates and reports financial performance through its two segments: Document Management and Document Conversion - The company has two reportable segments: Document Management and Document Conversion[152] Results of Operations Total revenues grew 21% to $16.89 million in 2023, driven by Yellow Folder and professional services, with a slight decrease in gross profit percentage to 62.6% due to revenue mix Revenues by Reportable Segment (2023 vs. 2022) | Segment | 2023 (USD) | 2022 (USD) | Change (USD) | Change (%) | | :------------------ | :--------- | :--------- | :----------- | :--------- | | Document Management | 7,298,264 | 5,999,726 | 1,298,538 | 21.6% | | Document Conversion | 9,588,117 | 8,017,202 | 1,570,915 | 19.6% | | Total Revenues | 16,886,381 | 14,016,928 | 2,869,453 | 20.5% | Revenues by Source (2023 vs. 2022) | Revenue Source | 2023 (USD) | 2022 (USD) | Change (USD) | Change (%) | | :---------------------- | :--------- | :--------- | :----------- | :--------- | | Sale of software | 100,260 | 159,084 | (58,824) | -37% | | Software as a service | 5,133,215 | 4,017,409 | 1,115,806 | 28% | | Software maintenance services | 1,407,064 | 1,387,885 | 19,179 | 1% | | Professional services | 9,167,428 | 7,357,937 | 1,809,491 | 25% | | Storage and retrieval services | 1,078,414 | 1,094,613 | (16,199) | -1% | | Total Revenues | 16,886,381 | 14,016,928 | 2,869,453 | 20.5% | Gross Profit by Revenue Source (2023 vs. 2022) | Revenue Source | 2023 Gross Profit (USD) | 2022 Gross Profit (USD) | 2023 Gross Profit % | 2022 Gross Profit % | | :---------------------- | :---------------------- | :---------------------- | :------------------ | :------------------ | | Sale of software | 74,524 | 94,507 | 74.3% | 59.4% | | Software as a service | 4,244,080 | 3,315,976 | 82.7% | 82.5% | | Software maintenance services | 1,347,691 | 1,308,147 | 95.8% | 94.3% | | Professional services | 4,174,602 | 3,449,732 | 45.5% | 46.9% | | Storage and retrieval services | 723,058 | 740,796 | 67.0% | 67.7% | | Total Gross Profit | 10,563,955 | 8,909,158 | 62.6% | 63.6% | Operating Expenses Total operating expenses increased 17% to $9.46 million in 2023, primarily due to higher general and administrative costs from Yellow Folder integration and uplisting, and increased depreciation and amortization Operating Expenses (2023 vs. 2022) | Operating Expense | 2023 (USD) | 2022 (USD) | Change (USD) | Change (%) | | :-------------------------- | :--------- | :--------- | :----------- | :--------- | | General and administrative | 6,455,088 | 4,945,214 | 1,509,874 | 31% | | Change in fair value of earnout liabilities | - | 87,652 | (87,652) | -100% | | Transaction costs | - | 355,281 | (355,281) | -100% | | Sales and marketing | 2,026,871 | 1,971,493 | 55,378 | 3% | | Depreciation and amortization | 974,527 | 722,197 | 252,330 | 35% | | Total Operating Expenses| 9,456,486 | 8,081,837 | 1,371,649 | 17% | - General and administrative expenses increased by 31% primarily due to a full year of Yellow Folder expenses, stock compensation, NetSuite investment, and costs associated with uplisting to NYSE American[173] - Depreciation and amortization increased by 35% due to increased amortization on capitalizable software and a full year of amortization of new intangible assets from the Yellow Folder acquisition[177] Other Items of Income and Expense Net interest expense decreased 27% to $588,203 in 2023, driven by 2020 Notes repayments, partially offset by a full year of 2022 Notes interest Interest Expense, Net (2023 vs. 2022) | Metric | 2023 (USD) | 2022 (USD) | Change (USD) | Change (%) | | :------------------ | :--------- | :--------- | :----------- | :--------- | | Interest expense, net | (588,203) | (803,294) | 215,091 | -27% | - The decrease in interest expense was driven by partial principal repayments and final payment of the 2020 Notes, partially offset by a full year of the 2022 Notes[179] Liquidity and Capital Resources The company's liquidity improved in 2023, with $1.2 million cash and $0.6 million net working capital deficit, supported by contract renewals and financing, and capital resources are projected to be sufficient for the next 12 months Key Liquidity Metrics (as of December 31, 2023 vs. 2022) | Metric | 2023 (USD) | 2022 (USD) | | :---------------------- | :--------- | :--------- | | Cash and cash equivalents | 1,215,248 | 2,696,481 | | Net working capital deficit | (600,000) | (1,109,443) | | Accumulated deficit | (21,095,023) | (21,614,289) | - Liquidity and cash flows significantly improved in 2023 and 2022 due to a renewed State of Michigan contract (21% rate increase), the Yellow Folder acquisition, and proceeds from stock issuance and promissory notes[181] - As of December 31, 2023, existing debt includes approximately $0.8 million due March 30, 2025, and $2.1 million due December 31, 2025, with some 2022 Notes maturity dates extended to December 31, 2025[182][310][315] - Net cash provided by operating activities was $784,659 in 2023, a decrease from $1,988,778 in 2022[190] - The company believes its capital resources, including cash, operating funds, and potential financing, will be sufficient to meet anticipated cash needs for at least the next 12 months[184] Critical Accounting Policies and Estimates This section details critical accounting policies and estimates, including Revenue Recognition, Business Acquisition, Goodwill and Intangibles, Accounts Receivable, Deferred Revenues, Software Costs, and Stock-Based Compensation, which involve significant judgment and assumptions - Critical accounting policies and estimates include Revenue Recognition, Business Acquisition, Goodwill and Intangibles (including Contingent Liability—Earnout), Accounts Receivable (Unbilled), Deferred Revenues, Accounting for Costs of Computer Software to be Sold, Leased or Marketed and Accounting for Internal Use Software, and Accounting Stock-Based Compensation[195][199] - Revenue recognition follows a five-step model (ASC 606), recognizing revenue when performance obligations are satisfied, allocating transaction price to distinct obligations based on standalone selling price[195][196] - Business acquisitions involve allocating purchase price to acquired assets and liabilities at fair value, with earnout liabilities estimated based on future projections and valuation techniques[201][273] - Goodwill is not amortized but tested for impairment annually; intangible assets have finite lives and are amortized on a straight-line basis[202][268] - Software development costs are expensed before technological feasibility is reached and capitalized thereafter for external-use software, while internal-use software costs are capitalized once the application reaches the development stage[206][207][278][279] - Stock-based compensation is measured at fair value on the grant date, with stock option awards valued using the Black-Scholes-Merton option pricing model and recognized over the service period[209][210][276][277] Item 7A. Quantitative and Qualitative Disclosures About Market Risk This item is not applicable to smaller reporting companies - Not applicable to smaller reporting companies[211] Item 8. Financial Statements and Supplementary Data This section presents the audited consolidated financial statements for 2023 and 2022, including balance sheets, income statements, equity, cash flows, and comprehensive notes, along with the independent auditor's report - The consolidated financial statements for Intellinetics, Inc. and Subsidiaries for the years ended December 31, 2023 and 2022, are presented in conformity with GAAP[216] Consolidated Financial Statements Included | Statement | Page Number | | :-------------------------------------------------- | :---------- | | Report of Independent Registered Public Accounting Firm | F-1 (Page 43) | | Consolidated Balance Sheets | F-2 (Page 44) | | Consolidated Statements of Income | F-3 (Page 45) | | Consolidated Statements of Stockholders' Equity | F-4 (Page 46) | | Consolidated Statements of Cash Flows | F-5 (Page 47) | | Notes to Consolidated Financial Statements | F-6 (Page 49) | Consolidated Balance Sheet Highlights (as of December 31) | Metric | 2023 (USD) | 2022 (USD) | | :-------------------------- | :--------- | :--------- | | Total Assets | 19,026,260 | 19,943,142 | | Total Liabilities | 9,275,539 | 11,374,340 | | Total Stockholders' Equity | 9,750,721 | 8,568,802 | Consolidated Statements of Income Highlights (for the Twelve Months Ended December 31) | Metric | 2023 (USD) | 2022 (USD) | | :-------------------------- | :--------- | :--------- | | Total Revenues | 16,886,381 | 14,016,928 | | Gross Profit | 10,563,955 | 8,909,158 | | Income from Operations | 1,107,469 | 827,321 | | Net Income | 519,266 | 24,027 | | Basic Net Income per Share | 0.13 | 0.01 | | Diluted Net Income per Share| 0.11 | 0.01 | Consolidated Statements of Cash Flows Highlights (for the Twelve Months Ended December 31) | Metric | 2023 (USD) | 2022 (USD) | | :-------------------------------- | :--------- | :--------- | | Net cash provided by operating activities | 784,659 | 1,988,778 | | Net cash used in investing activities | (548,077) | (6,960,594)| | Net cash (used in) provided by financing activities | (1,717,815)| 5,915,667 | | Cash - end of period | 1,215,248 | 2,696,481 | Report of Independent Registered Public Accounting Firm GBQ Partners LLC issued an unqualified opinion on the consolidated financial statements for 2023 and 2022, affirming fair presentation in conformity with GAAP and PCAOB standards - GBQ Partners LLC issued an unqualified opinion on the consolidated financial statements for 2023 and 2022[216] - The audit was conducted in accordance with PCAOB standards, and no critical audit matters were identified[218][220] Consolidated Balance Sheets Total assets decreased to $19.03 million in 2023, while total liabilities decreased to $9.28 million due to reduced current liabilities, and stockholders' equity increased to $9.75 million Consolidated Balance Sheet Summary (as of December 31) | Asset/Liability/Equity | 2023 (USD) | 2022 (USD) | | :-------------------------- | :--------- | :--------- | | Cash | 1,215,248 | 2,696,481 | | Total Current Assets | 5,004,375 | 4,893,039 | | Total Assets | 19,026,260 | 19,943,142 | | Total Current Liabilities | 4,386,782 | 6,002,482 | | Total Long-Term Liabilities | 4,888,757 | 5,371,858 | | Total Liabilities | 9,275,539 | 11,374,340 | | Total Stockholders' Equity | 9,750,721 | 8,568,802 | - Earnout liabilities (current) were eliminated in 2023, down from $700,000 in 2022, and current notes payable were reduced to zero from $936,966[223] Consolidated Statements of Income Net income significantly increased to $519,266 in 2023 from $24,027 in 2022, with total revenues growing 21% to $16.89 million, driven by SaaS and professional services Consolidated Statements of Income (for the Twelve Months Ended December 31) | Metric | 2023 (USD) | 2022 (USD) | | :-------------------------- | :--------- | :--------- | | Total Revenues | 16,886,381 | 14,016,928 | | Total Cost of Revenues | 6,322,426 | 5,107,770 | | Gross Profit | 10,563,955 | 8,909,158 | | Total Operating Expenses | 9,456,486 | 8,081,837 | | Income from Operations | 1,107,469 | 827,321 | | Interest expense, net | (588,203) | (803,294) | | Net Income | 519,266 | 24,027 | | Basic net income per share | 0.13 | 0.01 | | Diluted net income per share| 0.11 | 0.01 | - Net income increased significantly from $24,027 in 2022 to $519,266 in 2023[225] - The absence of 'Change in fair value of earnout liabilities' and 'Transaction costs' in 2023, which were $87,652 and $355,281 respectively in 2022, contributed to improved operating results[225] Consolidated Statements of Stockholders' Equity Total stockholders' equity increased to $9,750,721 in 2023, primarily due to $519,266 net income and $464,529 stock option compensation Consolidated Statements of Stockholders' Equity (for the Twelve Months Ended December 31) | Metric | Balance, Dec 31, 2021 (USD) | Balance, Dec 31, 2022 (USD) | Balance, Dec 31, 2023 (USD) | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Common Stock Shares | 2,823,072 | 4,073,757 | 4,113,621 | | Common Stock Amount | 2,823 | 4,074 | 4,114 | | Additional Paid-in Capital | 24,297,229 | 30,179,017 | 30,841,630 | | Accumulated Deficit | (21,638,316) | (21,614,289) | (21,095,023) | | Total Stockholders' Equity| 2,661,736 | 8,568,802 | 9,750,721 | - Net income of $519,266 and stock option compensation of $464,529 were key contributors to the increase in stockholders' equity in 2023[227] Consolidated Statements of Cash Flows Net cash from operating activities decreased to $784,659 in 2023, while investing activities used less cash due to the absence of the Yellow Folder acquisition, and financing activities used $1.72 million for debt and earnout payments Consolidated Statements of Cash Flows (for the Twelve Months Ended December 31) | Cash Flow Activity | 2023 (USD) | 2022 (USD) | | :-------------------------------- | :--------- | :--------- | | Net cash provided by operating activities | 784,659 | 1,988,778 | | Net cash used in investing activities | (548,077) | (6,960,594)| | Net cash (used in) provided by financing activities | (1,717,815)| 5,915,667 | | Net (decrease) increase in cash | (1,481,233)| 943,851 | | Cash - end of period | 1,215,248 | 2,696,481 | - Cash paid to acquire business (Yellow Folder) was $6,383,269 in 2022, with no such payments in 2023[229] - Financing activities in 2023 included $700,000 in earnout liability payments and $980,450 in repayment of notes payable[192][229] Notes to Consolidated Financial Statements These notes provide detailed information on accounting policies, business acquisitions, intangible assets, debt, equity, and other financial details, supporting the consolidated financial statements - The Yellow Folder acquisition on April 1, 2022, involved a purchase price of $6,383,269, resulting in $3,466,934 in goodwill[295] Intangible Assets, Net (as of December 31) | Asset | Estimated Useful Life | 2023 Net (USD) | 2022 Net (USD) | | :-------------------- | :-------------------- | :------------- | :------------- | | Trade names | 10 years | 220,233 | 249,933 | | Proprietary technology| 10 years | 710,325 | 796,425 | | Customer relationships| 5-15 years | 2,978,780 | 3,373,288 | | Total | | 3,909,338 | 4,419,646 | - Earnout liabilities were fully paid in 2023, with a fair value of $700,000 at January 1, 2023, and zero at December 31, 2023[305] Notes Payable to Unrelated Parties (as of December 31) | Note Type | 2023 (USD) | 2022 (USD) | | :------------------ | :--------- | :--------- | | 2022 Unrelated Notes| 2,364,500 | 2,364,500 | | 2020 Notes | - | 980,450 | | Total Notes Payable | 2,364,500 | 3,344,950 | - On March 13, 2024, the maturity date for $1,519,500 of the 2022 Unrelated Notes and all $600,000 of the 2022 Related Notes was extended to December 31, 2025[310][315][349] - As of December 31, 2023, 4,113,621 shares of common stock were issued and outstanding, with 255,958 shares reserved for warrants and 497,330 for the 2015 Equity Incentive Plan[323] - Stock-based compensation for options was $464,529 in 2023 and $363,950 in 2022, with $547,981 of unrecognized compensation costs remaining as of December 31, 2023[336][337] Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There have been no changes in or disagreements with accountants regarding accounting and financial disclosure - None[350] Item 9A. Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with no material weaknesses identified - Disclosure controls and procedures were evaluated as effective as of December 31, 2023[352][357] - Management concluded that the company maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO framework (2013)[354][357] - No material weaknesses were identified in internal control over financial reporting[355][357] - No changes in internal control over financial reporting occurred during the fourth fiscal quarter of 2023 that materially affected it[359] Item 9B. Other Information This item is not applicable and contains no other information - Not applicable[360] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable and contains no disclosure regarding foreign jurisdictions that prevent inspections - Not applicable[360] Part III Item 10. Directors, Executive Officers and Corporate Governance Information on directors, executive officers, and corporate governance is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders[361] Item 11. Executive Compensation Information on executive compensation is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders[362] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on security ownership of beneficial owners, management, and related stockholder matters is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders[363] Item 13. Certain Relationships and Related Transactions, and Director Independence Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders[364] Item 14. Principal Accounting Fees and Services Information on principal accounting fees and services is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders[365] Part IV Item 15. Exhibits, Financial Statement Schedules This section references the Index to Financial Statements and notes the omission of schedules, with exhibits filed or incorporated by reference - References the Index to Financial Statements beginning on Page F-1[366] - Financial Statement Schedules have been omitted because they are either not required or not applicable, or the information is included in the consolidated financial statements or notes[214][367] - Exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this report[368] Signatures The report is duly signed by the company's principal executive and financial officers and directors, as required by the Securities Exchange Act of 1934 - The report is signed by James F. DeSocio, President, Chief Executive Officer, and Director, and Joseph D. Spain, Chief Financial Officer and Treasurer, along with other directors[370][371]