Monro(MNRO) - 2024 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Monro, Inc.'s unaudited consolidated financial statements for Q1 fiscal 2024 detail balance sheets, income, equity, and cash flows, showing declines in key performance metrics Consolidated Balance Sheets The consolidated balance sheets provide a snapshot of Monro, Inc.'s financial position at June 24, 2023, highlighting asset and liability changes Consolidated Balance Sheet Highlights (thousands) | Metric | June 24, 2023 | March 25, 2023 | Change (k) | Change (%) | | :----------------------------------- | :------------ | :------------- | :--------- | :--------- | | Cash and equivalents | $15,316 | $4,884 | $10,432 | 213.6% | | Total current assets | $250,597 | $258,467 | $(7,870) | (3.0)% | | Total assets | $1,754,017 | $1,776,877 | $(22,860) | (1.3)% | | Total current liabilities | $480,677 | $449,177 | $31,500 | 7.0% | | Total liabilities | $1,058,849 | $1,081,955 | $(23,106) | (2.1)% | | Total shareholders' equity | $695,168 | $694,922 | $246 | 0.0% | Consolidated Statements of Income and Comprehensive Income This section details Monro, Inc.'s income and comprehensive income for Q1 fiscal 2024, showing a decline in sales and profitability Consolidated Statements of Income Highlights (Three Months Ended, thousands, except per share data) | Metric | June 24, 2023 | June 25, 2022 | Change (k) | Change (%) | | :------------------------------------ | :------------ | :------------ | :--------- | :--------- | | Sales | $326,968 | $349,535 | $(22,567) | (6.5)% | | Gross profit | $114,396 | $122,189 | $(7,793) | (6.4)% | | Operating income | $17,349 | $26,255 | $(8,906) | (33.9)% | | Net income | $8,829 | $12,484 | $(3,655) | (29.3)% | | Basic EPS | $0.28 | $0.37 | $(0.09) | (24.3)% | | Diluted EPS | $0.28 | $0.37 | $(0.09) | (24.3)% | Consolidated Statements of Changes in Shareholders' Equity This statement outlines changes in Monro, Inc.'s shareholders' equity for Q1 fiscal 2024, including net income, dividends, and stock-based compensation Shareholders' Equity Changes (Three Months Ended June 24, 2023, thousands) | Metric | Balance at March 25, 2023 | Net Income | Other Comprehensive Income | Dividends Declared (Preferred) | Dividends Declared (Common) | Stock Options and Restricted Stock | Stock-based Compensation | Balance at June 24, 2023 | | :----------------------- | :------------------------ | :--------- | :------------------------- | :----------------------------- | :-------------------------- | :--------------------------------- | :----------------------- | :----------------------- | | Total Shareholders' Equity | $694,922 | $8,829 | $94 | $(129) | $(8,797) | $(260) | $539 | $695,168 | - No stock repurchases occurred during the three months ended June 24, 2023, compared to $17,216 thousand in the prior year period[15] Consolidated Statements of Cash Flows The cash flow statement details Monro, Inc.'s operating, investing, and financing activities for Q1 fiscal 2024, showing an increase in cash and equivalents Consolidated Statements of Cash Flows Highlights (Three Months Ended, thousands) | Activity | June 24, 2023 | June 25, 2022 | Change (k) | Change (%) | | :-------------------------------- | :------------ | :------------ | :--------- | :--------- | | Cash provided by operating activities | $71,731 | $77,205 | $(5,474) | (7.1)% | | Cash (used for) provided by investing activities | $(2,630) | $48,856 | $(51,486) | (105.4)% | | Cash used for financing activities | $(58,669) | $(103,361) | $44,692 | (43.3)% | | Increase in cash and equivalents | $10,432 | $22,700 | $(12,268) | (54.0)% | | Cash and equivalents at end of period | $15,316 | $30,648 | $(15,332) | (50.0)% | Notes to Consolidated Financial Statements These notes provide detailed explanations and additional information supporting the consolidated financial statements for Monro, Inc Note 1 Description of Business and Basis of Presentation This note describes Monro, Inc.'s business operations, store network, and the basis for presenting its unaudited financial statements - Monro, Inc. provides automotive undercar repair, tire replacement sales, and tire-related services across the United States[22] - As of June 24, 2023, the company operated 1,299 retail stores and 76 franchised locations in 32 states[22] - The company manages its operations as a single segment, offering replacement tires, undercar repair, and routine maintenance services[24] - Quarterly operating results and cash flows are subject to seasonality and may not indicate full-year performance[26] Note 2 Acquisitions and Divestitures This note details Monro, Inc.'s acquisition of retail stores and the divestiture of its wholesale tire operations during the fiscal year - During 2023, Monro acquired six retail tire and automotive repair stores to expand its market presence[33][34] - On June 17, 2022, the company divested its wholesale tire operations (seven locations) for $102 million to American Tire Distributors, Inc[36] - Monro received $62 million at closing and $3.9 million of the $40 million earnout in Q1 fiscal 2024, with $27.4 million still outstanding[36] - The divestiture enables Monro to concentrate resources on its core retail business operations[36] Note 3 Earnings per Common Share This note presents the calculation of basic and diluted earnings per common share for Monro, Inc. for the reported periods Earnings per Common Share (Three Months Ended, thousands, except per share data) | Metric | June 24, 2023 | June 25, 2022 | | :-------------------------------- | :------------ | :------------ | | Net income | $8,829 | $12,484 | | Less: Preferred stock dividends | $(129) | $(129) | | Income available to common shareholders | $8,700 | $12,355 | | Weighted average common shares - basic | 31,415 | 33,483 | | Weighted average common shares - diluted | 31,954 | 33,986 | | Basic earnings per common share | $0.28 | $0.37 | | Diluted earnings per common share | $0.28 | $0.37 | Note 4 Income Taxes This note details Monro, Inc.'s effective income tax rates and the factors influencing them for the reported periods Effective Income Tax Rate (Three Months Ended) | Period | Effective Income Tax Rate | | :----- | :------------------------ | | June 24, 2023 | 27.6% | | June 25, 2022 | 39.6% | - The higher effective tax rate in Q1 2023 resulted from discrete tax impacts of the wholesale tire divestiture and deferred tax revaluation[41] Note 5 Fair Value This note provides information on the fair value of Monro, Inc.'s financial instruments, specifically long-term debt Long-term Debt Carrying Amount and Fair Value (thousands) | Date | Carrying Amount | Fair Value | | :----------- | :-------------- | :--------- | | June 24, 2023 | $65,000 | $65,000 | | March 25, 2023 | $105,000 | $105,000 | - The carrying value of long-term debt approximated its fair value due to its variable interest rate nature[42] Note 6 Cash Dividend This note outlines the cash dividends declared and paid by Monro, Inc. for common and preferred stock Cash Dividends Paid (Three Months Ended) | Period | Dividends Paid (thousands) | | :----- | :------------------------- | | June 24, 2023 | $8,926 | | June 25, 2022 | $9,466 | - Dividends of $0.28 per common share were declared for both Q1 2024 and Q1 2023[15] - Future dividend declarations are at the Board's discretion, contingent on financial condition, results, capital needs, and compliance[43] Note 7 Revenues This note details Monro, Inc.'s revenue breakdown by product category and changes in deferred revenue - Automotive undercar repair, tire replacement sales, and tire-related services comprise the majority of revenues[45] Revenues by Product Category (Three Months Ended, thousands) | Category | June 24, 2023 | June 25, 2022 | Change (k) | Change (%) | | :--------- | :------------ | :------------ | :--------- | :--------- | | Tires | $152,128 | $173,064 | $(20,936) | (12.1)% | | Maintenance | $92,913 | $90,292 | $2,621 | 2.9% | | Brakes | $47,598 | $49,155 | $(1,557) | (3.2)% | | Steering | $28,363 | $29,981 | $(1,618) | (5.4)% | | Exhaust | $5,216 | $6,275 | $(1,059) | (16.9)% | | Other | $750 | $768 | $(18) | (2.3)% | | Total | $326,968 | $349,535 | $(22,567) | (6.5)% | Deferred Revenue (thousands) | Metric | Amount | | :---------------------- | :----- | | Balance at March 25, 2023 | $22,354 | | Deferral of revenue | $5,529 | | Recognition of revenue | $(5,571) | | Balance at June 24, 2023 | $22,312 | Note 8 Long-term Debt This note describes Monro, Inc.'s revolving credit facility, its terms, and compliance with debt covenants - Monro maintains a $600 million revolving credit facility, extended to November 10, 2027, through a Third Amendment[51][56] - Borrowing interest rates are now based on 0.10 percent over SOFR, replacing LIBOR[56] Credit Facility Status (thousands) | Metric | June 24, 2023 | | :----------------------- | :------------ | | Outstanding under Credit Facility | $65,000 | | Available under Credit Facility | $504,900 | - The company complied with all debt covenants as of June 24, 2023[58] Note 9 Commitments and Contingencies This note outlines Monro, Inc.'s contractual commitments and potential impacts from legal proceedings Commitments Due by Period (thousands) | Commitment Type | Total | Within 1 Year | 2 to 3 Years | 4 to 5 Years | After 5 Years | | :------------------------------------ | :------ | :------------ | :----------- | :----------- | :------------ | | Principal payments on long-term debt | $65,000 | $0 | $65,000 | $0 | $0 | | Finance lease commitments/financing obligations | $395,742 | $53,203 | $97,552 | $86,965 | $158,022 | | Operating lease commitments | $261,872 | $45,216 | $79,985 | $60,015 | $76,656 | | Total | $722,614 | $98,419 | $177,537 | $146,980 | $234,678 | - Various legal proceedings could result in unfavorable rulings, materially impacting financial position and results[60] Note 10 Supplier Finance Program This note describes Monro, Inc.'s voluntary supply chain financing program and outstanding supplier obligations - Monro facilitates a voluntary supply chain financing program, enabling suppliers to sell company receivables to a financial institution[62] Outstanding Supplier Obligations Eligible for Advance Payment (thousands) | Date | Amount | | :----------- | :----- | | June 24, 2023 | $194,900 | | March 25, 2023 | $167,300 | | June 25, 2022 | $42,300 | - The program is classified as a trade payable program, not a borrowing arrangement[62] Note 11 Share Repurchase This note details Monro, Inc.'s share repurchase activity for the reported periods, showing no repurchases in Q1 fiscal 2024 Share Repurchase Activity (Three Months Ended, thousands, except per share data) | Metric | June 24, 2023 | June 25, 2022 | | :---------------------- | :------------ | :------------ | | Number of shares purchased | — | 413.6 | | Average price paid per share | $— | $41.60 | | Total repurchased | $— | $17,216 | - Monro did not repurchase any common stock shares during the three months ended June 24, 2023[64] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Monro, Inc.'s Q1 fiscal 2024 financial performance, highlighting decreased sales and profitability due to divestiture, alongside a slight comparable store sales increase Recent Developments This section outlines recent corporate actions, including a reclassification agreement for Class C Convertible Preferred Stock - On May 12, 2023, Monro entered a Reclassification Agreement to eliminate Class C Convertible Preferred Stock, pending shareholder approval[67] - The agreement adjusts Class C Preferred Stock conversion to 61.275 common shares per preferred share, up from 23.389[68] - Class C Holders retain the right to appoint one board member during the preferred stock's sunset period[68] Economic Conditions This section discusses the impact of current economic conditions, including inflation, labor costs, and rising interest rates, on the company - The U.S. economy faces high inflation, constrained labor availability with rising costs, and increasing interest rates[69] - These conditions could lead to an economic slowdown or recession, potentially increasing costs and impacting revenues[69] Financial Summary This summary provides key financial highlights for Monro, Inc.'s Q1 fiscal 2024, including EPS, sales, and net income Key Financial Highlights (Three Months Ended, except per share data) | Metric | June 24, 2023 | June 25, 2022 | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | | Diluted EPS | $0.28 | $0.37 | (24.3)% | | Adjusted diluted EPS | $0.31 | $0.42 | (26.2)% | | Sales decrease | 6.5% | - | - | | Comparable store sales increase | 0.5% | - | - | | Operating income | $17.3 million | $26.255 million | (33.9)% | | Net income | $8.8 million | $12.484 million | (29.3)% | | Adjusted net income | $9.9 million | $14.250 million | (30.5)% | - Sales decreased primarily due to the June 2022 sale of wholesale tire operations[71] - Comparable store sales increased by 0.5%, including a one percent increase in approximately 300 small or underperforming stores[71] Analysis of Results of Operations This section provides a detailed analysis of Monro, Inc.'s operational results, including sales, cost of sales, gross profit, and OSG&A expenses Sales This section analyzes Monro, Inc.'s sales performance, detailing overall changes and comparable store sales drivers Sales Performance (Three Months Ended, thousands) | Metric | June 24, 2023 | June 25, 2022 | Dollar Change | Percentage Change | | :----- | :------------ | :------------ | :------------ | :---------------- | | Sales | $326,968 | $349,535 | $(22,567) | (6.5)% | Primary Drivers of Sales Change (Three Months Ended June 24, 2023) | Driver | Sales Percentage Change | | :-------------------- | :---------------------- | | Closed store sales | (7.4)% | | Comparable store sales | 0.5% | | New store sales | 0.5% | - The sales decrease was primarily due to approximately $23.9 million from the June 2022 wholesale tire operations sale[77] - Comparable store sales increased due to higher average ticket amounts across product categories and price points[77] Comparable Store Product Category Sales Change (Three Months Ended June 24, 2023) | Product Category | Change (%) | | :----------------- | :--------- | | Tires | 1% | | Maintenance service | 3% | | Brakes | (2)% | | Alignment | (2)% | | Front end/shocks | (9)% | Cost of Sales and Gross Profit This section examines Monro, Inc.'s cost of sales and gross profit performance, including factors influencing gross profit margin Gross Profit Performance (Three Months Ended, thousands) | Metric | June 24, 2023 | June 25, 2022 | Dollar Change | Percentage Change | | :-------------------- | :------------ | :------------ | :------------ | :---------------- | | Gross profit | $114,396 | $122,189 | $(7,793) | (6.4)% | | Percentage of sales | 35.0% | 35.0% | - | 0.0% | - Gross profit as a percentage of sales remained relatively flat year-over-year[84] Primary Drivers of Gross Profit as a Percentage of Sales Change (Three Months Ended June 24, 2023) | Driver | Basis Point Change | | :------------------------------------------ | :----------------- | | Retail material costs | (150) bps | | Technician labor costs | (70) bps | | Retail distribution and occupancy costs | 10 bps | | Impact from the sale of wholesale operations | 210 bps | OSG&A Expenses This section analyzes Monro, Inc.'s operating, selling, general, and administrative expenses and their drivers for the reported period OSG&A Expenses Performance (Three Months Ended, thousands) | Metric | June 24, 2023 | June 25, 2022 | Dollar Change | Percentage Change | | :---------------- | :------------ | :------------ | :------------ | :---------------- | | OSG&A Expenses | $97,047 | $95,934 | $1,113 | 1.2% | | Percentage of sales | 29.7% | 27.4% | - | 2.3% | Drivers of OSG&A Expenses Change (Three Months Ended June 24, 2023, thousands) | Driver | Change (k) | | :---------------------------------------------------------------- | :--------- | | Increase from net gain on sale of wholesale tire locations, distribution assets and related warehouse | $1,180 | | Increase from costs related to shareholder matters | $836 | | Increase from transition costs related to back-office optimization | $544 | | Increase from new stores | $335 | | Decrease from closed stores | $(1,457) | | Decrease from comparable stores | $(325) | Other Performance Factors This section covers additional factors impacting Monro, Inc.'s financial performance, including net interest expense and income taxes Net Interest Expense This section details Monro, Inc.'s net interest expense, highlighting the impact of debt levels and interest rates Net Interest Expense (Three Months Ended, thousands) | Metric | June 24, 2023 | June 25, 2022 | Change (k) | | :------------------------ | :------------ | :------------ | :--------- | | Net interest expense | $5,208 | $5,658 | $(450) | - Net interest expense decreased by $0.5 million due to a $148 million decrease in weighted average debt outstanding[89] - The weighted average interest rate increased by approximately 100 basis points due to rising floating borrowing rates[89] Provision for Income Taxes This section explains Monro, Inc.'s provision for income taxes and the factors influencing its effective tax rate Effective Income Tax Rate (Three Months Ended) | Period | Effective Income Tax Rate | | :----- | :------------------------ | | June 24, 2023 | 27.6% | | June 25, 2022 | 39.6% | - The higher effective tax rate in Q1 2023 resulted primarily from discrete tax impacts of the wholesale tire divestiture and deferred tax revaluation[90] Non-GAAP Financial Measures This section presents Monro, Inc.'s non-GAAP financial measures, including adjusted net income and adjusted diluted EPS, for enhanced comparability - Monro provides adjusted net income and diluted EPS as non-GAAP measures to enhance period-to-period comparability by excluding non-recurring items[91] Reconciliation of Adjusted Net Income (Three Months Ended, thousands) | Metric | June 24, 2023 | June 25, 2022 | | :------------------------------------------------ | :------------ | :------------ | | Net income | $8,829 | $12,484 | | Net gain on sale of wholesale tire and distribution assets | — | $(1,180) | | Store closing costs | $47 | $(4) | | Monro.Forward initiative costs | — | $23 | | Acquisition due diligence and integration costs | $5 | $(10) | | Costs related to shareholder matters | $836 | — | | Transition costs related to back-office optimization | $544 | — | | Provision for income taxes on pre-tax adjustments | $(359) | $293 | | Certain discrete tax items | — | $2,644 | | Adjusted net income | $9,902 | $14,250 | Reconciliation of Adjusted Diluted EPS (Three Months Ended) | Metric | June 24, 2023 | June 25, 2022 | | :------------------------------------------------ | :------------ | :------------ | | Diluted EPS | $0.28 | $0.37 | | Net gain on sale of wholesale tire and distribution assets | — | $(0.03) | | Store closing costs | $0.00 | $(0.00) | | Monro.Forward initiative costs | — | $0.00 | | Acquisition due diligence and integration costs | $0.00 | $(0.00) | | Costs related to shareholder matters | $0.02 | — | | Transition costs related to back-office optimization | $0.01 | — | | Certain discrete tax items | — | $0.08 | | Adjusted diluted EPS | $0.31 | $0.42 | Analysis of Financial Condition This section analyzes Monro, Inc.'s financial condition, focusing on liquidity, capital resources, and working capital management Liquidity and Capital Resources This section discusses Monro, Inc.'s expected sources and uses of liquidity and capital to fund operations and strategic initiatives - Monro anticipates generating positive operating cash flow to fund operations, strategic acquisitions, debt reduction, and shareholder returns[98] - The company may utilize its Credit Facility to fund growth or for early debt repayment[99] Future Cash Requirements This section outlines Monro, Inc.'s projected capital expenditures and contractual commitments for future periods - Projected capital expenditures for fiscal 2024 range from $35 million to $45 million[101] Contractual Commitments (thousands) | Commitment Type | Total | Due within 1 year | | :------------------------------------ | :------ | :---------------- | | Finance lease and operating lease commitments | $521,400 | $97,700 | - As of June 24, 2023, $65.0 million was outstanding under the Credit Facility, with no amounts due within the next 12 months[102] Dividends This section reports on Monro, Inc.'s cash dividends paid and its intention to continue quarterly dividend payments Cash Dividends Paid (Three Months Ended) | Period | Dividends Paid (thousands) | | :----- | :------------------------- | | June 24, 2023 | $8,900 | | June 25, 2022 | $9,500 | - The company paid $0.28 per share in dividends for Q1 2024 and plans to continue quarterly dividend payments[103] Share Repurchases This section details Monro, Inc.'s share repurchase activity, noting no repurchases during Q1 fiscal 2024 - No shares were repurchased during the three months ended June 24, 2023[104] Working Capital Management This section discusses Monro, Inc.'s working capital position and the factors influencing its deficit Working Capital Deficit (thousands) | Date | Working Capital Deficit | | :----------- | :---------------------- | | June 24, 2023 | $(230,100) | | March 25, 2023 | $(39,400) | - The increased working capital deficit was primarily driven by higher accounts payable due to the supply chain finance program[105] Sources and Conditions of Liquidity This section identifies Monro, Inc.'s primary liquidity sources and assesses their adequacy for future needs - Primary liquidity sources include cash from operations, Credit Facility availability, and cash and equivalents on hand[106] Liquidity Position (June 24, 2023, thousands) | Metric | Amount | | :------------------------ | :----- | | Cash and equivalents | $15,300 | | Available under Credit Facility | $504,900 | - Management believes current fund sources will provide adequate short-term and long-term liquidity[107] Summary of Cash Flows This section summarizes Monro, Inc.'s cash flows from operating, investing, and financing activities for the reported periods Summary of Cash Flows (Three Months Ended, thousands) | Activity | June 24, 2023 | June 25, 2022 | | :-------------------------------- | :------------ | :------------ | | Cash provided by operating activities | $71,731 | $77,205 | | Cash (used for) provided by investing activities | $(2,630) | $48,856 | | Cash used for financing activities | $(58,669) | $(103,361) | | Increase in cash and equivalents | $10,432 | $22,700 | | Cash and equivalents at end of period | $15,316 | $30,648 | - Cash provided by operating activities in Q1 2024 was $71.7 million, including a $24.5 million improvement from the supply chain finance program[110] - Cash used for investing activities in Q1 2024 was $2.6 million, primarily for capital expenditures, a shift from prior year's cash provided by divestiture proceeds[112][113] - Cash used for financing activities in Q1 2024 was $58.7 million, primarily for Credit Facility payments, finance lease principal, and dividends[114] Critical Accounting Estimates This section highlights the significant accounting estimates and assumptions made by management in preparing Monro, Inc.'s financial statements - Financial statement preparation requires management to make estimates and assumptions affecting reported amounts[116] - No material changes to critical accounting estimates occurred since the Form 10-K for the fiscal year ended March 25, 2023[117] Recent Accounting Pronouncements This section discusses Monro, Inc.'s adoption of new FASB guidance and its impact on the consolidated financial statements - Monro adopted new FASB guidance on supplier finance programs and business combinations during Q1 fiscal 2024[28][29][118] - The adoption of this guidance did not materially impact the consolidated financial statements[28][29] Cautionary Note Regarding Forward-Looking Statements This section advises that the report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially - The report contains forward-looking statements subject to risks, uncertainties, and factors that could cause actual results to differ materially[120] - Key risk factors include competitive services, economic conditions, seasonality, automotive technologies, vendor dependence, debt, capital expenditures, sales, gross profit margin, OSG&A, income tax, accounting policies, regulation, litigation, business interruptions, data security, acquisitions, growth, dividends, personnel, and climate change[122] - Information is based on facts known as of the report date, with no obligation to update these statements[121] Item 3. Quantitative and Qualitative Disclosures About Market Risk Monro, Inc. is exposed to market risk primarily from potential changes in interest rates on its floating-rate debt. A 100 basis point change in SOFR would result in an approximate $0.7 million annual interest expense fluctuation based on the debt position as of June 24, 2023 - The company's market risk exposure arises from potential interest rate changes on its floating-rate debt[123] - A 100 basis point change in SOFR would result in approximately $0.7 million annual interest expense fluctuation based on the June 24, 2023 debt position[123] Long-term Debt Carrying Amount and Fair Value (thousands) | Date | Carrying Amount | Fair Value | | :----------- | :-------------- | :--------- | | June 24, 2023 | $65,000 | $65,000 | | March 25, 2023 | $105,000 | $105,000 | Item 4. Controls and Procedures Monro's management, including the CEO and CFO, evaluated the effectiveness of the company's disclosure controls and procedures as of June 24, 2023, and concluded they were effective. No material changes in internal control over financial reporting occurred during the quarter Evaluation of Disclosure Controls and Procedures Management, including the CEO and CFO, assessed the effectiveness of Monro, Inc.'s disclosure controls and procedures - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 24, 2023[126] Changes in Internal Controls Over Financial Reporting This section confirms no material changes in Monro, Inc.'s internal control over financial reporting during the quarter - No material changes in internal control over financial reporting occurred during the quarter ended June 24, 2023[127] PART II. OTHER INFORMATION Item 1. Legal Proceedings Monro, Inc. is involved in various legal proceedings arising from its normal course of business. While these matters are subject to inherent uncertainties, an unfavorable resolution could potentially have a material adverse impact on the company's financial condition and results of operations - Monro is involved in various claims and legal proceedings incidental to its business operations[129] - Unfavorable rulings in legal matters could materially impact the company's financial position and results of operations[129] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including the Reclassification Agreement, certifications from the CEO and CFO, and various XBRL interactive data files, which provide supporting documentation for the report - Key exhibits include the Reclassification Agreement (Exhibit 10.07), CEO and CFO Certifications (Exhibits 31.1, 31.2, 32.1), and XBRL interactive data files (Exhibits 101.INS, 101.LAB, 101.PRE, 101.SCH, 101.DEF, 101.CAL, 104)[131] Signatures The Form 10-Q report was officially signed on July 26, 2023, by Michael T. Broderick, President and Chief Executive Officer, and Brian J. D'Ambrosia, Executive Vice President – Finance, Chief Financial Officer and Treasurer, affirming its submission to the SEC - The report was signed on July 26, 2023[135] - Signatories include Michael T. Broderick, President and CEO, and Brian J. D'Ambrosia, EVP – Finance, CFO, and Treasurer[135]