Ooma(OOMA) - 2024 Q4 - Annual Report

FORWARD-LOOKING STATEMENTS Forward-looking statements are based on management's expectations and involve risks and uncertainties that could cause actual results to differ materially[10] - Readers are cautioned not to place undue reliance on these statements and are urged to carefully review information in the Form 10-K, especially 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations'[10] - Key areas of forward-looking statements include future financial performance, market opportunity, product development, competition, customer retention, regulatory compliance, and potential acquisitions[13] PART I Item 1. Business Ooma provides leading communications services and related technologies through smart SaaS and unified communications platforms for both business and residential customers, achieving strong revenue growth and strategic acquisitions - Ooma offers smart software-as-a-service (SaaS) and unified communications platforms, providing advanced voice and collaboration features for businesses and high-definition voice quality and advanced functionality for residential customers[14] Total Revenue and Core Users (Fiscal Years 2022-2024) | Metric | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | :---------------- | :---------- | :---------- | :---------- | | Total Revenue | $236.7 million | $216.2 million | $192.3 million | | Core Users (as of Jan 31) | 1,243,000 | - | - | - Ooma Business solutions include Ooma Office (Essentials, Pro, Pro Plus, Connect), Ooma Enterprise (UCaaS, API support, Microsoft Teams integration), Ooma AirDial (POTS replacement), OnSIP (UCaaS), and 2600Hz (acquired Oct 2023, offering CPaaS, CCaaS, AI tools)[20][27][30][31][32] - Ooma Residential services include Ooma Telo (Basic and Premier services, Mobile HD app, Telo Air, Telo LTE products) and the Talkatone mobile app (free calls/texts, premium services)[34][35][36][37][38][40] - The company employs an integrated, multi-channel sales and marketing approach, utilizing online, traditional radio, and word-of-mouth strategies, and distributes products through direct channels, retailers (e.g., Amazon, Best Buy), and various resellers[42][43][44][45][46][47] - Ooma's integrated engineering and business strategy, spanning hardware and software development, is a significant competitive advantage, enabling the creation of unique features and services across its platforms[52][53] - The market for communications solutions is highly competitive and fragmented, with Ooma facing competition from established providers, other cloud-based companies, traditional hardware providers, and specialized CPaaS/CCaaS/POTS replacement vendors[57][58][60] - As of January 31, 2024, Ooma had 1221 employees and contractors, with a focus on attracting and retaining diverse talent, fostering an inclusive culture, and providing competitive compensation and benefits[61][64][65][67] - The company relies on a combination of 50 issued patents, 3 pending patent applications, trade secrets, copyrights, trademarks, and confidentiality agreements to protect its intellectual property[69] - Ooma's internet communications services are subject to extensive federal (FCC), state, and international regulations, including obligations related to USF contributions, E-911 services, customer information protection, and robocall mitigation[71][72][73][74] Item 1A. Risk Factors Ooma faces significant risks including customer acquisition and retention challenges, economic downturn vulnerability, continuous product innovation needs, operational dependencies, cybersecurity threats, and regulatory complexities - Inability to attract new users cost-effectively or increased customer churn, particularly among business customers, could materially and adversely affect financial performance[85][87][88] - A significant portion of revenue from small and medium-sized businesses makes the company susceptible to economic downturns, rising inflation, and financial institution defaults[91][92] - Failure to develop, acquire, or enhance products/services (e.g., Ooma Office Pro Plus, AirDial, 2600Hz solutions) on a timely and cost-effective basis, or achieve market acceptance, could materially harm business and results of operations[93][94][95][98] - Acquisitions, such as 2600Hz, may divert management attention, dilute stockholders, increase expenses, disrupt operations, and may not achieve expected strategic or financial benefits[99][100][101] - Dependence on several sole suppliers and a small number of manufacturers in Asia for devices, coupled with global supply chain disruptions, price increases, and geopolitical instability, could lead to delayed shipments, increased costs, and harm to business[102][105] - Ransomware attacks or other security breaches could delay or interrupt service, compromise data, result in intellectual property loss, harm reputation, and subject the company to significant liability and costs[106][107][109][170][171][172] - Significant reliance on retailers and reseller partnerships for product sales, including app stores for Talkatone, means failure to effectively develop, manage, or maintain these channels could materially and adversely affect revenue and business[111][112] - Intense competition in cloud-based communications and connected services, including potential mergers among competitors, could result in pricing pressures, reduced profit margins, and loss of market share[113][114][116][117] - Expanding international operations exposes the company to significant risks, including differing technical and environmental standards, data privacy laws, staffing difficulties, currency fluctuations, and political instability[120][121][122] - Reliance on third parties for network connectivity, co-location facilities, and E-911 services means failures or issues with these providers could cause service errors, harm reputation, and expose the company to liability[123][125][126][127] - Interruptions in services due to errors, defects, or infrastructure failures could harm reputation, result in significant costs, and impair the ability to sell services[128][130][131] - Dependence on third-party contractors for software development, quality assurance, and operations (including in Russia) creates risks related to control, cost increases, and potential disruptions from international sanctions[132][133] - Inability to obtain or retain direct inward dialing numbers (DIDs) or effectively process local and toll-free number portability provisioning in a timely manner could negatively affect growth and incur penalties[139][141] - The company's historical net losses and potential future declines in revenue growth or unforeseen operating expenses mean it may not achieve or sustain profitability, leading to stock price volatility[142][143][145] - Ineffective management of inventory levels and purchase commitments can lead to excess or obsolete inventory, shortages, write-down charges, or deferral/loss of revenue[150][151][152] - High levels of indebtedness and restrictive covenants in credit agreements could adversely affect financial condition, limit access to additional funding, and restrict business flexibility[157][158][160][162][163] - The increasing growth and popularity of internet voice communications heighten the risk that governments will regulate or impose new or increased fees or taxes on internet voice communications services[213] - Non-compliance with anti-corruption and anti-money laundering laws (e.g., FCPA) can subject the company to criminal/civil liability, investigations, significant fines, and reputational harm[214][215] - Changes in effective tax rates or adverse outcomes from tax return examinations could negatively impact results of operations and financial condition, and the inability to use net operating loss carryforwards could increase future tax liabilities[220][221] Item 1B. Unresolved Staff Comments The company has no unresolved staff comments to report - There are no unresolved staff comments[246] Item 1C. Cybersecurity Ooma maintains a robust cybersecurity risk management, governance, and strategy framework, overseen by its CISO and board, employing multi-faceted approaches to manage threats - Cybersecurity risk management, governance, and strategy are overseen by the Chief Information Security Officer (CISO) and the board of directors, with the CISO having over 30 years of experience[247][248] - The company identifies and assesses cybersecurity risks through a multi-faceted approach, including third-party assessments, proactive system reviews, employee phishing training, and monitoring of data protection laws[249] - Incident response and breach management processes are implemented, with notifications escalating to the CEO and board based on the nature and severity of the incident[250] - Risks from prior cybersecurity threats have not materially affected the company's business to date[251] Item 2. Properties Ooma leases its corporate headquarters in Sunnyvale, California, along with additional office and warehouse space and data center facilities, which are deemed adequate for current needs - Corporate headquarters are leased in Sunnyvale, California, comprising approximately 33,400 square feet[253] - Additional leased office and warehouse space is maintained in the San Francisco Bay Area, Boca Raton, Florida, and Vancouver, British Columbia[253] - The company leases space from third-party data centers (Equinix, Inc.) in San Jose, California; Dallas, Texas; Ashburn, Virginia; and several international locations to support its cloud infrastructure[254] - Ooma believes its existing facilities are adequate to meet current requirements[255] Item 3. Legal Proceedings For a discussion of legal proceedings, the company refers to Note 11: Commitments and Contingencies – Legal Proceedings in its consolidated financial statements - Information on legal proceedings is incorporated by reference from Note 11: Commitments and Contingencies – Legal Proceedings in the notes to the consolidated financial statements[256] Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable[257] PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Ooma's common stock trades on the NYSE, with approximately 56 record holders, and the company has not declared cash dividends nor engaged in unregistered security sales or equity repurchases - Ooma's common stock has been trading on the NYSE under the symbol 'OOMA' since July 17, 2015[260] - As of March 28, 2024, there were approximately 56 holders of record of the company's common stock[261] - The company has not declared or paid, and does not anticipate declaring or paying, any cash dividends on its capital stock in the foreseeable future[261][233] - There were no sales of unregistered securities or purchases of equity securities by the issuer and affiliated purchasers[263][264] Item 6. [Reserved] This item is reserved and contains no information - Item 6 is reserved[265] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Ooma achieved a 10% year-over-year revenue increase to $236.7 million in fiscal 2024, driven by business subscription growth and acquisitions, reporting a GAAP net loss but positive non-GAAP net income and Adjusted EBITDA, despite negative product gross margins - Ooma provides leading communications services and related technologies through smart SaaS and unified communications platforms for businesses and residential customers, including Ooma Office, Ooma Enterprise, Ooma AirDial, 2600Hz, OnSIP, and Ooma Telo services[268][270][271] Fiscal 2024 Financial Performance Highlights (in millions) | Metric | Fiscal 2024 | Fiscal 2023 | YoY Change | | :--------------------------------- | :---------- | :---------- | :---------- | | Total Revenue | $236.7 | $216.2 | +10% | | Ooma Business Subscription & Services Revenue Growth | +22% | - | - | | Total Gross Margin | 62% | 64% | -2 ppts | | GAAP Net Loss | $(0.8) | $(3.7) | Improved | | Non-GAAP Net Income | $15.4 | $13.6 | +$1.8 | | Adjusted EBITDA | $19.8 | $17.4 | +$2.4 | | Adjusted EBITDA (% of revenue) | 8% | 8% | - | | Cash, Cash Equivalents & Short-term Investments (as of Jan 31) | $17.5 | $26.9 | $(9.4) | - Key factors affecting performance include core user growth, low core user churn, growth in additional services and products (e.g., Ooma AirDial), and continued investment in long-term revenue growth through sales, marketing, R&D, and international expansion[274][275][276][277] Key Business Metrics (as of January 31, in thousands, except percentages) | Metric | 2024 | 2023 | 2022 | | :--------------------------------- | :----- | :----- | :----- | | Core users | 1,243 | 1,210 | 1,100 | | Annualized exit recurring revenue (AERR) | $227,500 | $206,700 | $176,900 | | Net dollar subscription retention rate | 99% | 99% | 99% | | Adjusted EBITDA | $19,843 | $17,395 | $15,568 | - Core users increased year-over-year, primarily driven by business users, which comprised approximately 39% of total core users in fiscal 2024, up from 35% in fiscal 2023[279] - Annualized Exit Recurring Revenue (AERR) grew year-over-year due to an increase in average revenue per core user, largely driven by an increasing mix of business users and the inclusion of $7.8 million annual recurring revenue from 2600Hz[280] - The Net Dollar Subscription Retention Rate (NDRR) remained flat at 99% year-over-year, reflecting consistent user churn and an increase in Average Monthly Recurring Subscription Revenue[284] GAAP Net Loss to Adjusted EBITDA Reconciliation (in thousands) | Item | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | :--------------------------------------- | :---------- | :---------- | :---------- | | GAAP net loss | $(835) | $(3,655) | $(1,751) | | Stock-based compensation and related taxes | 15,110 | 14,155 | 13,077 | | Amortization of acquired intangible assets | 3,711 | 2,286 | 1,304 | | Acquisition-related costs | 885 | 1,538 | - | | Facilities consolidation (gain) charges | (956) | 1,402 | - | | Legal settlement costs | 300 | - | - | | Restructuring costs | 477 | - | - | | Adjusted EBITDA | $19,843 | $17,395 | $15,568 | Revenue Breakdown (in thousands) | Revenue Type | Fiscal 2024 | % of Total | Fiscal 2023 | % of Total | Fiscal 2022 | % of Total | | :------------------------ | :---------- | :--------- | :---------- | :--------- | :---------- | :--------- | | Subscription and services | $221,624 | 94% | $199,105 | 92% | $175,942 | 91% | | Product and other | $15,113 | 6% | $17,060 | 8% | $16,348 | 9% | | Total Revenue | $236,737 | 100% | $216,165 | 100% | $192,290 | 100% | - Ooma Business contributed approximately 58% of total revenue in fiscal 2024 (up from 53% in fiscal 2023), while Ooma Residential contributed approximately 40% (down from 45% in fiscal 2023)[301] - Subscription and services revenue increased by $22.5 million (11%) year-over-year, driven by core user growth, increased average revenue per core user, and contributions from the 2600Hz and OnSIP acquisitions[302] - Product and other revenue decreased by $1.9 million (11%) year-over-year, primarily due to non-recurring sales of certain legacy inventories and accessories in fiscal 2023[303] Cost of Revenue and Gross Margin (in thousands) | Cost/Margin Type | Fiscal 2024 | Gross Margin | Fiscal 2023 | Gross Margin | Fiscal 2022 | Gross Margin | | :-------------------------- | :---------- | :----------- | :---------- | :----------- | :---------- | :----------- | | Subscription and services | $63,667 | 71% | $54,499 | 73% | $49,563 | 72% | | Product and other | $25,838 | (71)% | $24,018 | (41)% | $24,289 | (49)% | | Total Cost of Revenue | $89,505 | 62% | $78,517 | 64% | $73,852 | 62% | - Subscription and services gross margin decreased to 71% from 73% year-over-year, primarily due to increased personnel, infrastructure, regulatory fees, intangible amortization, and credit card processing fees, reflecting organic and acquisition-related growth[305] - Product and other gross margin changed to negative 71% from negative 41% in the prior year, mainly due to the usage of higher-cost components procured to mitigate supply chain issues and non-recurring accessory sales in fiscal 2023[306] Operating Expenses (in thousands) | Expense Type | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | YoY Change (FY24 vs FY23) | | :------------------------ | :---------- | :---------- | :---------- | :-------------------------- | | Sales and marketing | $73,503 | $69,671 | $58,631 | +$3.8 million (+6%) | | Research and development | $49,935 | $45,939 | $38,193 | +$4.0 million (+9%) | | General and administrative | $27,795 | $27,795 | $23,544 | No change | | Total Operating Expenses | $151,233 | $143,405 | $120,368 | +$7.8 million (+5%) | - Sales and marketing expenses increased by $3.8 million (6%) year-over-year, primarily due to higher personnel and contractor-related costs and intangible asset amortization, partially offset by a decrease in advertising and marketing expense[308] - Research and development expenses increased by $4.0 million (9%) year-over-year, mainly due to a $3.5 million increase in personnel and contractor-related costs driven by higher headcount, and a $0.5 million increase in restructuring costs[309] - General and administrative expenses remained flat year-over-year, with a $2.5 million increase in personnel and contractor-related costs offset by a $2.4 million change in facility consolidation gain[310] - The income tax benefit of $2.0 million for fiscal 2024 was primarily attributable to the release of a $3.1 million valuation allowance on certain preexisting deferred tax assets realized as a result of deferred tax liabilities assumed in the 2600Hz acquisition[312][443] Non-GAAP Net Income Reconciliation (in thousands) | Item | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | :--------------------------------------- | :---------- | :---------- | :---------- | | GAAP net loss | $(835) | $(3,655) | $(1,751) | | Stock-based compensation and related taxes | 15,110 | 14,155 | 13,077 | | Amortization of acquired intangible assets | 3,711 | 2,286 | 1,304 | | Acquisition-related costs | 692 | 1,538 | - | | Facilities consolidation (gain) charges | (956) | 1,402 | - | | Legal settlement costs | 300 | - | - | | Restructuring costs | 477 | - | - | | Acquisition-related income tax benefit | (3,131) | (2,133) | - | | Non-GAAP net income | $15,368 | $13,593 | $12,630 | Item 7A. Quantitative and Qualitative Disclosures About Market Risk Ooma's primary market risks are interest rate fluctuations on cash and debt, and foreign currency exposure, mainly the Canadian dollar, with no material impact expected from a 10% interest rate shift and no hedging undertaken - Exposure to market risk for changes in interest rates primarily relates to cash, cash equivalents, and outstanding debt balance; an immediate 10% shift in interest rates is not expected to have a material effect on interest income or expense[333] - Revenue is primarily denominated in U.S. dollars, with a small portion in Canadian dollars, making some revenue subject to Canadian dollar fluctuations; operating expenses are substantially in U.S. dollars[334] - Gains and losses from foreign currency transactions have not been material, and the company has not engaged in foreign currency hedging transactions[334] Item 8. Consolidated Financial Statements and Supplementary Data This section presents Ooma's audited consolidated financial statements for fiscal years 2024-2022, including balance sheets, statements of operations, and cash flows, along with detailed notes on accounting policies, goodwill, lease obligations, and income tax positions - KPMG LLP issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of January 31, 2024[339] - The evaluation of the sufficiency of audit evidence over certain subscription revenue was identified as a critical audit matter due to the automated and complex IT systems involved in the revenue recognition process[347] Consolidated Balance Sheets (Amounts in thousands) | Item | January 31, 2024 | January 31, 2023 | | :--------------------------------- | :--------------- | :--------------- | | Cash and cash equivalents | $17,536 | $24,137 | | Short-term investments | — | $2,723 | | Accounts receivable, net | $9,864 | $7,131 | | Inventories | $19,782 | $26,246 | | Other current assets | $16,497 | $14,368 | | Total current assets | $63,679 | $74,605 | | Property and equipment, net | $9,897 | $7,996 | | Operating lease right-of-use assets | $17,041 | $12,702 | | Intangible assets, net | $27,952 | $10,463 | | Goodwill | $23,069 | $8,655 | | Other assets | $17,615 | $16,584 | | Total assets | $159,253 | $131,005 | | Accounts payable | $7,848 | $13,462 | | Accrued expenses and other current liabilities | $26,586 | $26,726 | | Deferred revenue | $17,041 | $17,216 | | Total current liabilities | $51,475 | $57,404 | | Long-term operating lease liabilities | $13,676 | $10,426 | | Debt, net of current portion | $16,000 | — | | Other long-term liabilities | $15 | $31 | | Total liabilities | $81,166 | $67,861 | | Total stockholders' equity | $78,087 | $63,144 | | Total liabilities and stockholders' equity | $159,253 | $131,005 | Consolidated Statements of Operations (Amounts in thousands, except shares and per share data) | Item | Fiscal Year Ended January 31, 2024 | Fiscal Year Ended January 31, 2023 | Fiscal Year Ended January 31, 2022 | | :--------------------------------- | :--------------------------------- | :--------------------------------- | :--------------------------------- | | Total revenue | $236,737 | $216,165 | $192,290 | | Total cost of revenue | $89,505 | $78,517 | $73,852 | | Gross profit | $147,232 | $137,648 | $118,438 | | Total operating expenses | $151,233 | $143,405 | $120,368 | | Loss from operations | $(4,001) | $(5,757) | $(1,930) | | Interest and other income, net | $1,188 | $332 | $179 | | Loss before income taxes | $(2,813) | $(5,425) | $(1,751) | | Income tax benefit | $1,978 | $1,770 | — | | Net loss | $(835) | $(3,655) | $(1,751) | | Net loss per share of common stock: Basic and diluted | $(0.03) | $(0.15) | $(0.07) | | Weighted-average shares of common stock outstanding: Basic and diluted | 25,573,288 | 24,506,525 | 23,473,849 | Consolidated Statements of Cash Flows (Amounts in thousands) | Cash Flow Activity | Fiscal Year Ended January 31, 2024 | Fiscal Year Ended January 31, 2023 | Fiscal Year Ended January 31, 2022 | | :--------------------------------- | :--------------------------------- | :--------------------------------- | :--------------------------------- | | Net loss | $(835) | $(3,655) | $(1,751) | | Net cash provided by operating activities | $12,273 | $8,773 | $6,655 | | Net cash used in investing activities | $(35,328) | $(6,146) | $(4,887) | | Net cash provided by financing activities | $16,454 | $1,843 | $601 | | Net (decrease) increase in cash and cash equivalents | $(6,601) | $4,470 | $2,369 | | Cash and cash equivalents at end of period | $17,536 | $24,137 | $19,667 | - Subscription and services revenue is recognized ratably over the contractual service term, while product and other revenue is recognized at the point of control transfer; multiple performance obligations are allocated based on their relative stand-alone selling price (SSP)[372][373][374][376] - Goodwill increased by $14.4 million due to the 2600Hz acquisition, totaling $23.1 million as of January 31, 2024; acquired intangible assets, primarily developed technology and customer relationships, had a net carrying value of $27.9 million[423] - Total operating lease liabilities were $17.4 million as of January 31, 2024, with $3.8 million due in the next 12 months; the weighted-average remaining lease term was 6.0 years[427][431] - Total stock-based compensation expense recognized was $14.8 million in fiscal 2024; as of January 31, 2024, there was $27.2 million of unrecognized compensation expense related to unvested RSUs, stock options, and ESPP, expected to be recognized over a weighted-average vesting period of 2.2 years[439] - The income tax benefit of $2.0 million in fiscal 2024 was primarily due to the release of a $3.1 million valuation allowance on deferred tax assets from the 2600Hz acquisition; the company had federal net operating loss carryforwards of $47.7 million and state NOLs of $70.7 million as of January 31, 2024, fully reserved by a valuation allowance[443][447][448] - Non-cancelable inventory purchase commitments totaled $1.1 million as of January 31, 2024, and a service agreement with a telecommunications provider includes minimum purchase commitments of $2.5 million between March 2024 and February 2025[454] - In October 2023, Ooma acquired 2600hz, Inc. for approximately $32.2 million in cash, funded in part by $18.0 million in borrowings under a new credit agreement; the acquisition resulted in $21.2 million in acquired intangible assets and $14.4 million in goodwill[470][471] Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure matters - There were no changes in or disagreements with accountants on accounting and financial disclosure[480] Item 9A. Controls and Procedures Ooma's management, including the CEO and CFO, concluded that disclosure controls and internal control over financial reporting were effective at a reasonable assurance level as of January 31, 2024 - Management, with the participation of the CEO and CFO, concluded that disclosure controls and procedures were effective at the reasonable assurance level as of January 31, 2024[481] - Management concluded that internal control over financial reporting was effective as of January 31, 2024, based on COSO (2013) criteria, and this effectiveness was audited by KPMG LLP[482] - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter ended January 31, 2024[483] Item 9B. Other Information Jenny Yeh, SVP, General Counsel, and Secretary, adopted a Rule 10b5-1 trading arrangement for up to 17,300 shares of common stock, with no other similar arrangements by directors or officers - Jenny Yeh, SVP, General Counsel, and Secretary, adopted a Rule 10b5-1 trading arrangement on December 26, 2023, to sell up to 17,300 shares of common stock by March 1, 2025[485] - No other directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the fiscal quarter ended January 31, 2024[486] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[487] PART III Item 10. Directors, Executive Officers and Corporate Governance Ooma's board comprises eight members with diverse expertise, supported by key executive officers, and the company maintains a Code of Ethics and insider trading policies, with an identified audit committee financial expert - The board of directors consists of eight members, divided into three classes with staggered three-year terms[489] - Directors possess extensive experience in leadership, finance, technology, marketing, and legal, contributing to operations and corporate governance[491][493][495][497][499][501][504][506] - Executive officers include Eric B. Stang (President and CEO), James A. Gustke (Senior Vice President of Marketing), Shig Hamamatsu (Chief Financial Officer), Namrata Sabharwal (Chief Accounting Officer), and Jenny Yeh (Senior Vice President and General Counsel)[507] - The company maintains a 'Code of Ethics and Business Conduct for Employees, Officers and Directors' and insider trading policies designed to promote compliance with insider trading laws[512][513] - The Audit Committee members are Andrew H. Galligan, Peter Goettner, and Russ Mann, with Mr. Galligan identified as an audit committee financial expert[514][515] Item 11. Executive Compensation Information regarding executive compensation is incorporated by reference from the company's 2024 Proxy Statement - Executive compensation information is incorporated by reference from the 2024 Proxy Statement[516] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Details on security ownership of certain beneficial owners and management, along with equity compensation plan information, are incorporated by reference from the 2024 Proxy Statement - Information on security ownership of certain beneficial owners and management, and equity compensation plan information, is incorporated by reference from the 2024 Proxy Statement[517] Item 13. Certain Relationships and Related Transactions, and Director Independence Information concerning certain relationships and related transactions, as well as director independence, is incorporated by reference from the 2024 Proxy Statement - Information on certain relationships and related transactions, and director independence, is incorporated by reference from the 2024 Proxy Statement[518] Item 14. Principal Accounting Fees and Services Information regarding principal accounting fees and services is incorporated by reference from the 2024 Proxy Statement - Information on principal accounting fees and services is incorporated by reference from the 2024 Proxy Statement[519] PART IV Item 15. Exhibits, Financial Statement Schedules This section lists all documents filed as part of the 10-K report, including consolidated financial statements and an exhibit index, with financial statement schedules omitted as information is presented elsewhere - The section lists all documents filed as part of the report, including consolidated financial statements and an exhibit index[521][524] - All financial statement schedules are omitted because the information is either not required or is shown in the consolidated financial statements or their notes[521] - The exhibit index identifies management contracts and compensation plans filed as exhibits[521][525][526] Item 16. Form 10-K Summary This item is not applicable - Form 10-K Summary is not applicable[523]