Special Note Regarding Forward-Looking Statements This section cautions that forward-looking statements are subject to substantial risks and uncertainties, with no obligation to update them - Forward-looking statements involve substantial risks and uncertainties, identifiable by specific keywords9 - Key areas covered by forward-looking statements include future financial performance, customer acquisition and retention, partnership benefits, and capital management10 - The company operates in a competitive and rapidly changing environment, with new risks and uncertainties emerging over time11 Part I. Financial Information Item 1. Financial Statements - Unaudited This section presents Root, Inc.'s unaudited condensed consolidated financial statements, detailing financial position, performance, and cash flows Condensed Consolidated Balance Sheets - Unaudited Total assets and liabilities increased, driven by investments and reserves, while stockholders' equity remained stable Condensed Consolidated Balance Sheet Highlights (in millions) | Metric | March 31, 2024 | December 31, 2023 | | :----------------------------------- | :------------- | :---------------- | | Total Assets | $1,432.3 | $1,347.7 | | Total Liabilities | $1,154.6 | $1,070.0 | | Redeemable Convertible Preferred Stock | $112.0 | $112.0 | | Total Stockholders' Equity | $165.7 | $165.7 | - Key asset increases include fixed maturities available-for-sale ($207.3 million from $165.9 million), premiums receivable ($292.0 million from $247.1 million), and reinsurance recoverable ($147.1 million from $125.3 million)17 - Key liability increases include loss and loss adjustment expense reserves ($322.0 million from $284.2 million) and unearned premiums ($339.4 million from $283.7 million)17 Condensed Consolidated Statements of Operations and Comprehensive Loss - Unaudited Total revenues surged by 263.6% to $254.9 million, operating income turned positive, and net loss decreased by 84.8% Condensed Consolidated Statements of Operations Highlights (in millions, except per share data) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | Change ($) | Change (%) | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Total Revenues | $254.9 | $70.1 | +$184.8 | +263.6% | | Total Operating Expenses | $249.5 | $99.9 | +$149.6 | +149.7% | | Operating Income (Loss) | $5.4 | $(29.8) | +$35.2 | +118.1% | | Net Loss | $(6.2) | $(40.9) | +$34.7 | -84.8% | | Loss per common share: basic and diluted | $(0.42) | $(2.88) | +$2.46 | -85.4% | - Net premiums earned increased by 283.8% to $230.3 million, from $60.0 million in the prior year19117 - Fee income saw a substantial increase of 359.4% to $14.7 million, from $3.2 million in the prior year19117 Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - Unaudited Stockholders' equity remained stable at $165.7 million, with net loss offset by increased paid-in capital from compensation expenses Stockholders' Equity Changes (in millions) | Metric | January 1, 2024 | March 31, 2024 | | :-------------------------------- | :-------------- | :------------- | | Total Stockholders' Equity | $165.7 | $165.7 | | Net Loss | N/A | $(6.2) | | Other Comprehensive Loss | N/A | $(0.8) | | Share-based compensation expense | N/A | $4.6 | | Warrant compensation expense | N/A | $2.8 | - Additional paid-in capital increased from $1,883.4 million to $1,890.4 million, primarily due to share-based and warrant compensation20 - Accumulated loss increased from $(1,715.2) million to $(1,721.4) million, reflecting the net loss for the period20 Condensed Consolidated Statements of Cash Flows - Unaudited Operating cash flow turned positive at $14.5 million, while investing activities used $52.3 million, leading to a $38.2 million decrease in cash Cash Flow Summary (in millions) | Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by (used in) operating activities | $14.5 | $(83.7) | | Net cash (used in) provided by investing activities | $(52.3) | $0.9 | | Net cash used in financing activities | $(0.4) | $0.0 | | Net decrease in cash, cash equivalents and restricted cash | $(38.2) | $(82.8) | | Cash, cash equivalents and restricted cash at end of period | $641.5 | $680.3 | - Operating cash flow improved significantly due to a material reduction in net loss and an increase in loss and LAE reserves150 - Investing cash flow shifted from positive to negative, primarily due to increased purchases of investments151 Notes to Condensed Consolidated Financial Statements - Unaudited This section provides detailed notes to the financial statements, covering business, accounting, investments, reserves, debt, and other key financial details 1. Nature of Business Root, Inc. is a holding company operating a direct-to-consumer model for auto and renters insurance through mobile apps and subsidiaries - Root, Inc. is a technology company offering auto and renters insurance products24 - The company primarily operates a direct-to-consumer model, acquiring most customers through mobile apps24 - Subsidiaries include Ohio-domiciled insurance companies and a Cayman Islands-domiciled reinsurance company24 2. Basis of Presentation and Summary of Significant Accounting Policies Financial statements are GAAP-compliant and rely on significant estimates for reserves and allowances, with new ASUs under evaluation - Financial statements are unaudited, GAAP-compliant, and consolidate wholly-owned subsidiaries2526 - Significant estimates include reserves for loss and LAE, valuation allowances for income taxes, and allowances for expected credit losses on premium receivables and reinsurance recoverables27 Deferred Policy Acquisition Costs (in millions) | Metric | 2024 | 2023 | | :------------------------- | :----- | :----- | | Balance, January 1 | $18.0 | $6.7 | | Acquisition costs deferred | $10.0 | $4.8 | | Amortization expense | $(6.6) | $(2.6) | | Balance, March 31 | $21.4 | $8.9 | 3. Investments Total investments increased to $220.4 million, with net investment income rising to $9.2 million, driven by higher interest Total Investments (in millions) | Category | March 31, 2024 | December 31, 2023 | | :---------------- | :------------- | :---------------- | | Total investments | $220.4 | $171.2 | - Unrealized losses on available-for-sale securities were due to non-credit related factors, resulting in no allowance for credit loss34 Net Investment Income (in millions) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :---------------------- | :-------------------------------- | :-------------------------------- | | Net investment income | $9.2 | $6.7 | 4. Fair Value of Financial Instruments Financial assets at fair value totaled $604.5 million, primarily Level 1 and 2, with long-term debt fair value at $304.8 million Total Assets at Fair Value (in millions) | Category | March 31, 2024 | December 31, 2023 | | :----------------------- | :------------- | :---------------- | | Total assets at fair value | $604.5 | $606.4 | - The fair value of long-term debt was $304.8 million as of March 31, 2024, compared to a carrying amount of $299.3 million40 - Fair value measurements primarily utilize Level 1 (e.g., U.S. Treasury securities, cash equivalents) and Level 2 inputs (e.g., municipal, corporate, mortgage-backed securities)39 5. Loss and Loss Adjustment Expense Reserves Net loss and LAE reserves increased to $275.5 million, driven by current year incurred losses and favorable prior year development Net Loss and LAE Reserves (in millions) | Metric | January 1, 2024 | March 31, 2024 | | :-------------------------- | :-------------- | :------------- | | Net loss and LAE reserves | $240.4 | $275.5 | - Net incurred loss and LAE for the current year was $169.4 million for the three months ended March 31, 202441 - Incurred losses and LAE attributable to prior accident years decreased by $3.0 million in Q1 2024, primarily due to lower-than-expected reported losses from accident year 202341 6. Reinsurance Reinsurance utilization decreased, leading to a 338.3% increase in net premiums written and a 283.8% rise in net premiums earned Reinsurance Impact on Premiums and Losses (in millions) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | Change ($) | Change (%) | | :------------------------ | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Gross premiums written | $330.7 | $134.7 | +$196.0 | +145.5% | | Ceded premiums written | $(46.7) | $(69.9) | +$23.2 | -33.2% | | Net premiums written | $284.0 | $64.8 | +$219.2 | +338.3% | | Gross premiums earned | $275.0 | $130.1 | +$144.9 | +111.4% | | Ceded premiums earned | $(44.7) | $(70.1) | +$25.4 | -36.2% | | Net premiums earned | $230.3 | $60.0 | +$170.3 | +283.8% | | Net losses and LAE incurred | $166.4 | $63.3 | +$103.1 | +162.9% | - The percentage of gross premiums earned ceded to reinsurers decreased significantly from 53.9% in Q1 2023 to 16.3% in Q1 2024119 - This change was primarily driven by a strategic reduction of quota share reinsurance and commutations of certain reinsurance agreements in the second half of 2023119 7. Long-Term Debt The company holds a $300.0 million Term Loan maturing in 2027, with a carrying value of $299.3 million as of March 31, 2024 - The Term Loan is for $300.0 million, with a maturity date of January 27, 202743 - Interest is payable quarterly, calculated on SOFR (with a 1.0% floor) plus 9.0%43 Long-Term Debt Carrying Value (in millions) | Metric | March 31, 2024 | December 31, 2023 | | :------------------------------------------ | :------------- | :---------------- | | Term Loan | $300.0 | $300.0 | | Accrued interest payable | $7.5 | $7.9 | | Unamortized discount and debt issuance costs and warrants | $(8.2) | $(8.9) | | Total | $299.3 | $299.0 | 8. Income Taxes The effective tax rate was 0% due to a full valuation allowance on U.S. deferred tax assets, with no unrecognized tax benefits - The consolidated effective tax rate was 0% for both Q1 2024 and Q1 202345 - The zero tax rate is primarily due to a full valuation allowance on U.S. deferred tax assets45 - No unrecognized tax benefits for uncertain tax positions or related interest/penalties were reported45 9. Restructuring Costs Restructuring costs were minimal at $0.1 million in Q1 2024, with the $8.3 million liability fully paid down Restructuring Costs (in millions) | Category | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | Cumulative Incurred Through March 31, 2024 | | :-------------------- | :-------------------------------- | :-------------------------------- | :--------------------------------------- | | Employee costs | $0.1 | $2.3 | $23.3 | | Real estate exit costs | — | — | $2.1 | | Other costs | — | $3.3 | $4.5 | | Total | $0.1 | $5.6 | $29.9 | - The restructuring liability of $8.3 million as of January 1, 2024, was fully paid by March 31, 202448 - No additional material expenditures related to restructuring actions are expected in future periods48 10. Share-Based Compensation Warrant compensation expense was $2.8 million, while employee share-based compensation rose to $4.6 million, with $18.3 million unrecognized Warrant Compensation Expense (in millions) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Warrant compensation expense | $2.8 | $4.4 | - As of March 31, 2024, $1.0 million of unrecognized compensation cost related to warrants is expected to be recognized in Q2 202451 Total Share-Based Compensation Expense (in millions) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Total share-based compensation expense | $4.6 | $2.5 | 11. Commitments and Contingencies The company faces ongoing legal proceedings, including class actions and derivative complaints, which it intends to defend vigorously - A purported class action in Texas alleging failure to include sales tax in total loss vehicle settlements was dismissed but is currently under appeal59 - A shareholder derivative complaint in Delaware alleging false statements and breach of fiduciary duties is currently stayed60 - A class action complaint in Ohio alleging false or misleading statements was dismissed with prejudice and affirmed on appeal61 12. Loss Per Share Basic and diluted loss per share improved to $(0.42) from $(2.88), based on a net loss of $6.2 million Loss Per Common Share (in millions, except per share amounts) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net loss | $(6.2) | $(40.9) | | Weighted-average common shares outstanding | 14.6 | 14.2 | | Loss per common share: basic and diluted | $(0.42) | $(2.88) | - Potentially dilutive common stock equivalents, totaling 10.5 million shares, were excluded from diluted EPS calculation due to their anti-dilutive effect64 13. Geographical Breakdown of Gross Premiums Written Gross premiums written increased by 145.5% to $330.7 million, with Texas, Georgia, and Florida showing significant growth Gross Premiums Written by State (in millions) | State | Three Months Ended March 31, 2024 (Amount) | Three Months Ended March 31, 2024 (% of Total) | Three Months Ended March 31, 2023 (Amount) | Three Months Ended March 31, 2023 (% of Total) | | :------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Texas | $61.6 | 18.6% | $19.5 | 14.5% | | Georgia | $39.4 | 11.9% | $13.9 | 10.3% | | South Carolina | $22.0 | 6.7% | $6.2 | 4.6% | | Colorado | $18.2 | 5.5% | $10.6 | 7.9% | | Pennsylvania | $17.5 | 5.3% | $9.3 | 6.9% | | Florida | $15.6 | 4.7% | $1.8 | 1.3% | | Arizona | $13.9 | 4.2% | $4.7 | 3.5% | | Ohio | $11.5 | 3.5% | $3.7 | 2.7% | | Maryland | $10.8 | 3.3% | $3.3 | 2.4% | | Utah | $8.8 | 2.7% | $7.2 | 5.3% | | All others states | $111.4 | 33.6% | $54.5 | 40.6% | | Total | $330.7 | 100.0% | $134.7 | 100.0% | - Total gross premiums written increased by 145.5% year-over-year65 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section discusses Root's financial condition and results, highlighting its technology-driven insurance model, strategic objectives, and capital efficiency Our Business Root operates a direct-to-consumer and partnership model, leveraging telematics to segment risk and optimize unit economics for growth - Root is a technology insurance company focused on revolutionizing personal insurance with a pricing model based on fairness and a modern customer experience67 - The company leverages proprietary telematics models and behavioral data to efficiently and effectively bind auto insurance policies and segment individual risk68 - Key objectives include improving loss ratios, reducing marketing as a percentage of premium, and increasing revenue per customer, driven by a growing base of recurring customers with more favorable loss ratios6970 Recent Developments Affecting Comparability Macroeconomic factors increased claims severity, prompting rate increases and a strategic reduction in reinsurance utilization for capital efficiency - Economic instability, including inflation, is causing increased claims severity due to higher vehicle repair and medical costs75 - The company is filing for rate increases in multiple states to align with evolving loss cost trends75 - Root has strategically reduced its utilization of external quota share reinsurance to improve economics and capital efficiency, which may lead to higher capital requirements as more business is retained77 Key Performance Indicators Key metrics show policies in force doubled, gross premiums written increased by 145.5%, and Adjusted EBITDA turned positive at $15.1 million Key Performance Indicators (in millions, except ratios and policies) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :------- | | Policies in force | 401,255 | 199,685 | +101.9% | | Premiums per policy | $1,482 | $1,292 | +14.7% | | Premiums in force | $1,189.3 | $516.0 | +130.5% | | Gross premiums written | $330.7 | $134.7 | +145.5% | | Gross premiums earned | $275.0 | $130.1 | +111.4% | | Gross profit | $63.9 | $5.5 | +1061.8% | | Net loss | $(6.2) | $(40.9) | -84.8% | | Direct contribution | $80.7 | $18.6 | +333.9% | | Adjusted EBITDA | $15.1 | $(11.3) | N/A (positive swing) | | Net loss and LAE ratio | 72.3% | 105.5% | -33.2 ppt | | Net expense ratio | 29.7% | 55.7% | -26.0 ppt | | Net combined ratio | 102.0% | 161.2% | -59.2 ppt | | Gross loss ratio | 60.6% | 71.5% | -10.9 ppt | | Gross LAE ratio | 9.9% | 11.2% | -1.3 ppt | | Gross expense ratio | 29.2% | 40.3% | -11.1 ppt | | Gross combined ratio | 99.7% | 123.0% | -23.3 ppt | | Gross accident period loss ratio | 61.2% | 65.6% | -4.4 ppt | - The company achieved a positive Adjusted EBITDA of $15.1 million in Q1 2024, a significant improvement from a loss of $11.3 million in Q1 202379 - Net combined ratio improved significantly to 102.0% (from 161.2%), and gross combined ratio improved to 99.7% (from 123.0%), indicating substantial progress towards underwriting profitability799397 Components of Our Results of Operations This section details revenue sources and operating expense components, explaining their recognition and drivers for overall financial performance - Revenue is generated from net premiums earned (pro rata over policy period), net investment income (interest, unrealized gains/losses), fee income (installment, policy, late payment fees), and other income (lead distribution)100101103104 - Operating expenses include loss and LAE (claims costs, adjustment expenses, net of reinsurance), sales and marketing (direct performance, channel media, advertising, partnership channel), other insurance expense (underwriting, commissions, premium taxes, processing, warrant compensation), technology and development (software, infrastructure, personnel), and general and administrative (professional services, corporate functions, depreciation, restructuring)106109111113114 - The company expects sales and marketing, technology and development, and general and administrative expenses to decrease as a percentage of revenue over time110113114 Non-Operating Expenses Interest expense, primarily related to long-term debt and warrant liabilities, is classified as a non-operating expense - Interest expense is categorized as a non-operating expense115 - It includes interest on long-term debt, fees, amortization of debt issuance costs, and changes in the fair value of warrant liabilities115 Results of Operations Total revenues increased by 263.6% to $254.9 million, operating income turned positive, and net loss decreased by 84.8% Revenue and Expense Changes (in millions) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | $ Change | % Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :------- | :------- | | Total Revenues | $254.9 | $70.1 | +$184.8 | +263.6% | | Net Premiums Earned | $230.3 | $60.0 | +$170.3 | +283.8% | | Fee Income | $14.7 | $3.2 | +$11.5 | +359.4% | | Total Operating Expenses | $249.5 | $99.9 | +$149.6 | +149.7% | | Loss and LAE | $166.4 | $63.3 | +$103.1 | +162.9% | | Sales and Marketing | $30.4 | $3.6 | +$26.8 | +744.4% | | Other Insurance Expense | $24.6 | $1.3 | +$23.3 | +1792.3% | | General and Administrative | $17.1 | $21.5 | $(4.4) | (20.5)% | | Operating Income (Loss) | $5.4 | $(29.8) | +$35.2 | +118.1% | | Net Loss | $(6.2) | $(40.9) | +$34.7 | (84.8)% | - Net premiums earned increased primarily due to reduced cessions of gross premiums earned to reinsurers (16.3% in Q1 2024 vs. 53.9% in Q1 2023) and an increase in policies in force118119 - Gross accident period loss ratios improved to 61.2% in Q1 2024 from 65.6% in Q1 2023, driven by rate actions, partially offset by business tenure mix and higher loss costs123 Non-GAAP Financial Measures Reconciliations for Direct Contribution and Adjusted EBITDA show significant improvements, with Adjusted EBITDA turning positive at $15.1 million Direct Contribution Reconciliation (in millions) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Total revenue | $254.9 | $70.1 | | Gross profit | $63.9 | $5.5 | | Direct contribution | $80.7 | $18.6 | Adjusted EBITDA Reconciliation (in millions) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss | $(6.2) | $(40.9) | | Adjusted EBITDA | $15.1 | $(11.3) | - Adjusted EBITDA improved significantly, turning positive in Q1 2024, indicating better underlying operating performance after excluding non-cash and non-recurring items133 Liquidity and Capital Resources The company maintains strong liquidity with $640.5 million in cash and equivalents, meeting regulatory and debt covenant requirements Liquidity Position (as of March 31, 2024, in millions) | Metric | Amount | | :------------------------------------------------ | :----- | | Cash and cash equivalents | $640.5 | | Cash held outside regulated insurance entities | $482.6 | | Marketable securities | $216.0 | - The company believes its existing cash, cash equivalents, marketable securities, and cash flow from operations are sufficient to support short-term and foreseeable future working capital and capital expenditure requirements143 - Debt covenants require maintaining at least $150.0 million in cash and cash equivalents held outside of regulated insurance entities, a condition met by issuing over 62,500 Carvana embedded policies and achieving a direct contribution to gross premiums earned ratio greater than 12%148 Material Cash Requirements from Contractual and Other Obligations No material changes to contractual obligations, with sufficient resources to meet future requirements - No material changes to contractual and other obligations since the 2023 10-K153 - The company believes it has sufficient resources and access to additional debt and equity capital to meet its obligations153 Off-Balance Sheet Arrangements The company has no material off-balance sheet arrangements affecting its financial condition or liquidity - The company has no material off-balance sheet arrangements154 Critical Accounting Estimates Critical accounting estimates include reserves and allowances, with no material changes reported in Q1 2024 - Key accounting estimates include reserves for loss and LAE, valuation allowances on deferred tax assets, premium write-offs, and allowances for expected credit losses155 - There were no material changes to the critical accounting estimates during Q1 2024 compared to the 2023 10-K156 Item 3. Quantitative and Qualitative Disclosures About Market Risk No material changes to market risk disclosures from the 2023 10-K were reported - No material changes to market risk disclosures since the 2023 10-K158 Item 4. Controls and Procedures Disclosure controls and procedures were effective, with no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2024160 - No material changes in internal control over financial reporting occurred during the quarter ended March 31, 2024161 - The company acknowledges the inherent limitations of control systems, which provide reasonable, not absolute, assurance against errors and fraud162 Part II. Other Information Item 1. Legal Proceedings The company is involved in various legal proceedings, none expected to materially adversely affect financial condition or cash flows - The company is party to litigation and legal proceedings relating to its business operations, as noted in Note 11165 - No current or pending legal action is reasonably expected to have a material adverse effect on the company's financial condition or results of operations and cash flows165 Item 1A. Risk Factors No material changes to the company's risk factors from those disclosed in the 2023 10-K were reported - No material changes to the company's risk factors from those disclosed in the 2023 10-K167 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company has not purchased equity securities, does not pay dividends, and retains funds for business development, subject to restrictions - The company has not made any issuer purchases of equity securities169 - The company has never declared or paid cash dividends and intends to retain all available funds for business development and expansion170 - Dividend payments are restricted by insurance regulatory laws (Ohio Revised Code) and covenants in the Term Loan agreement171172174 Item 3. Defaults Upon Senior Securities This item is not applicable, indicating no defaults upon senior securities - This item is not applicable, indicating no defaults upon senior securities176 Item 4. Mine Safety Disclosures This item is not applicable, indicating no mine safety disclosures - This item is not applicable, indicating no mine safety disclosures178 Item 5. Other Information No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors or officers in Q1 2024 - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors or officers in Q1 2024180 Item 6. Exhibits This section lists exhibits filed with Form 10-Q, including organizational documents, warrants, and officer certifications - The exhibits include organizational documents (Amended and Restated Certificate of Incorporation, Bylaws) and common stock purchase warrants182 - Certifications from the Principal Executive Officer (31.1) and Principal Financial Officer (31.2, 32.1) are included182 - Inline XBRL Instance Document, Taxonomy Extension Schema Document, Calculation Linkbase Document, Definition Linkbase Document, Label Linkbase Document, and Presentation Linkbase Document are provided182 Signatures The report was signed on April 30, 2024, by the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer - The report was signed on April 30, 2024, by the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer186
Root(ROOT) - 2024 Q1 - Quarterly Report