Leggett & Platt(US:LEG)2024-05-08 19:40markdown [Forward-Looking Statements and Risk Factors](index=3&type=section&id=Forward-Looking%20Statements) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section outlines the company's forward-looking statements, covering projections and the Restructuring Plan, emphasizing their inherent risks and uncertainties - Forward-looking statements cover projections for revenue, income, earnings, capital expenditures, dividends, product demand, capital structure, cash flows, and the Restructuring Plan[9](index=9&type=chunk) - All forward-looking statements are subject to **risks**, **uncertainties**, and developments that may cause actual events or results to differ **materially** from those envisioned[10](index=10&type=chunk) - The company does not undertake any duty to update or revise any forward-looking statement[10](index=10&type=chunk) [Summary of Key Risk Factors](index=3&type=section&id=Risk%20Factors%20Summary) The company faces diverse risks, including Restructuring Plan challenges, supply chain disruptions, macroeconomic impacts, and credit facility compliance - **Risks** associated with the Restructuring Plan include potential changes in estimates, implementation challenges, asset disposal difficulties, and impacts on relationships with employees, customers, and vendors[12](index=12&type=chunk) - Supply chain disruptions from severe weather, natural disasters, geopolitical conflicts, and labor issues pose **risks** to raw material availability and delivery[12](index=12&type=chunk) - Macroeconomic factors such as consumer confidence, housing turnover, employment levels, and interest rates **significantly** impact product demand[12](index=12&type=chunk) - The company's ability to comply with credit facility covenants and manage working capital is **crucial** for liquidity[13](index=13&type=chunk) [PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements.) This section presents unaudited consolidated financial statements, showing **decreased** net earnings and EPS, and changes in asset/liability composition [Consolidated Condensed Balance Sheets](index=5&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) The balance sheet shows a slight **decrease** in total assets from **$4,634.5 million** to **$4,614.8 million**, with **lower** current assets and **increased** long-term debt Consolidated Condensed Balance Sheet Highlights (Amounts in millions) | Item | March 31, 2024 | December 31, 2023 | Change | % Change | | :--------------------------------- | :------------- | :---------------- | :----- | :------- | | Cash and cash equivalents | $361.3 | $365.5 | $(4.2) | -1.15% | | Total current assets | $1,860.3 | $1,881.4 | $(21.1) | -1.12% | | Total assets | $4,614.8 | $4,634.5 | $(19.7) | -0.43% | | Total current liabilities | $1,188.3 | $1,262.6 | $(74.3) | -5.88% | | Long-term debt | $1,772.9 | $1,679.6 | $93.3 | 5.55% | | Total equity | $1,289.5 | $1,334.0 | $(44.5) | -3.34% | [Consolidated Condensed Statements of Operations](index=6&type=section&id=Consolidated%20Condensed%20Statements%20of%20Operations) Net trade sales **decreased** **9.6%**, leading to a **29.5%** decline in EBIT and a **40.9%** **decrease** in net earnings, with diluted EPS falling to **$0.23** Consolidated Condensed Statements of Operations Highlights (Amounts in millions, except per share data) | Item | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | Change | % Change | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | :----- | :------- | | Net trade sales | $1,096.9 | $1,213.6 | $(116.7) | -9.62% | | Gross profit | $186.4 | $218.6 | $(32.2) | -14.73% | | Earnings before interest and income taxes | $63.0 | $89.3 | $(26.3) | -29.45% | | Net earnings | $31.6 | $53.5 | $(21.9) | -40.93% | | Diluted EPS | $0.23 | $0.39 | $(0.16) | -41.03% | [Consolidated Condensed Statements of Comprehensive Income (Loss)](index=7&type=section&id=Consolidated%20Condensed%20Statements%20of%20Comprehensive%20Income%20(Loss)) Comprehensive income **decreased** **significantly** from **$75.2 million** to **$6.8 million**, primarily due to **negative** foreign currency translation adjustments Consolidated Condensed Statements of Comprehensive Income (Loss) Highlights (Amounts in millions) | Item | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | Change | | :-------------------------------------------------- | :-------------------------------- | :-------------------------------- | :----- | | Net earnings | $31.6 | $53.5 | $(21.9) | | Foreign currency translation adjustments | $(23.5) | $18.7 | $(42.2) | | Other comprehensive income (loss), net of tax | $(24.8) | $21.6 | $(46.4) | | Comprehensive income (loss) attributable to Leggett & Platt, Inc. | $6.8 | $75.2 | $(68.4) | [Consolidated Condensed Statements of Cash Flows](index=8&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) Operating cash flow shifted from **$96.7 million** **positive** to **$(6.1) million** **negative**, mainly due to **lower** net earnings and working capital changes Consolidated Condensed Statements of Cash Flows Highlights (Amounts in millions) | Item | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | Change | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | :----- | | Net Cash (Used for) Provided by Operating Activities | $(6.1) | $96.7 | $(102.8) | | Net Cash Used for Investing Activities | $(10.4) | $(36.4) | $26.0 | | Net Cash Provided by (Used for) Financing Activities | $18.1 | $(35.6) | $53.7 | | (Decrease) Increase in Cash and Cash Equivalents | $(4.2) | $28.0 | $(32.2) | | Cash and Cash Equivalents—March 31, | $361.3 | $344.5 | $16.8 | [Consolidated Condensed Statements of Changes in Equity](index=9&type=section&id=Consolidated%20Condensed%20Statements%20of%20Changes%20in%20Equity) Total equity **decreased** from **$1,334.0 million** to **$1,289.5 million**, influenced by dividends, other comprehensive losses, and net earnings Consolidated Condensed Statements of Changes in Equity Highlights (Amounts in millions) | Item | January 1, 2024 | March 31, 2024 | Change | | :------------------------------------------ | :-------------- | :------------- | :----- | | Beginning balance, January 1, 2024 | $1,334.0 | - | - |\ | Net earnings | - | $31.6 | $31.6 |\ | Dividends declared | - | $(61.6) | $(61.6) |\ | Other comprehensive income (loss), net of tax | - | $(24.8) | $(24.8) |\ | Ending balance, March 31, 2024 | - | $1,289.5 | - | [Notes to Consolidated Condensed Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Condensed%20Financial%20Statements) Notes detail interim presentation, revenue disaggregation, segment info, EPS, the Restructuring Plan, credit facility, and new accounting guidance - The company participates in trade receivables sales programs, selling approximately **$50.0 million** of receivables at March 31, 2024, which are removed from the balance sheet[29](index=29&type=chunk) - A restructuring plan was committed in Q1 2024, primarily for the Bedding Products and Furniture, Flooring & Textile Products segments, involving consolidation of **15-20 facilities** and expected costs of **$65.0-$85.0 million** by end of 2025[44](index=44&type=chunk)[45](index=45&type=chunk) Restructuring Plan Costs (Amounts in millions) | Category | Total Amount Expected to be Incurred | Three Months Ended March 31, 2024 | | :---------------------------------- | :--------------------------------- | :-------------------------------- | | Restructuring and restructuring-related | $40.0 to $55.0 | $8.5 | | Impairment costs associated with this plan | $25.0 to $30.0 | $2.3 | | **Total** | **$65.0 to $85.0** | **$10.8** | | Cash charges | $30.0 to $40.0 | $6.2 | - The credit facility was amended on March 22, 2024, **increasing** the Leverage Ratio covenant from **3.50 to 1.00** to **4.00 to 1.00** until June 30, 2025, to provide additional liquidity and **flexibility**[58](index=58&type=chunk)[59](index=59&type=chunk) Revenue by Product Family (Amounts in millions) | Product Family | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | Change | % Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :----- | :------- | | Bedding Group | $448.0 | $528.5 | $(80.5) | -15.2% | | Specialized Products (Total) | $315.9 | $320.7 | $(4.8) | -1.5% | | Furniture, Flooring & Textile Products (Total) | $333.0 | $364.4 | $(31.4) | -8.6% | | **Total** | **$1,096.9** | **$1,213.6** | **$(116.7)** | **-9.6%** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses Q1 2024 financial performance, liquidity, and capital resources, highlighting sales/earnings **decrease**, Restructuring Plan, and credit facility amendment [Highlights](index=21&type=section&id=Highlights) Q1 2024 highlights include a **10%** sales **decrease**, **$0.23** EPS, **negative** operating cash flow, credit facility amendment, and **reduced** Q2 dividend Q1 2024 Financial Highlights (Amounts in millions, except per share data) | Metric | Q1 2024 | Q1 2023 | Change | % Change | | :-------------------- | :------ | :------ | :----- | :------- | | Trade Sales | $1,097 | $1,213.6 | $(116.6) | -9.6% | | EPS | $0.23 | $0.39 | $(0.16) | -41.0% | | EBIT | $63 | $89.3 | $(26.3) | -29.5% | | Operating Cash Flow | $(6) | $96.7 | $(102.7) | -106.2% | - The company proactively amended its credit facility in March 2024 to provide additional liquidity and **flexibility**[82](index=82&type=chunk) - The Board of Directors declared a Q2 2024 dividend of **$0.05**, a **$0.41** **decrease** from Q1 2024 and Q2 2023, to accelerate **deleveraging** and enhance financial position[83](index=83&type=chunk) [Introduction](index=21&type=section&id=Introduction) Leggett & Platt, a diversified manufacturer, is implementing a Restructuring Plan to consolidate facilities, aiming for **$40-$50 million** annualized EBIT enhancement - Leggett & Platt is a diversified manufacturer of engineered components and products for homes, offices, and automobiles[84](index=84&type=chunk) Q1 2024 Trade Sales Contribution by Segment | Segment | % of Trade Sales (Q1 2024) | | :-------------------------------- | :------------------------- | | Bedding Products | 41% | | Specialized Products | 29% | | Furniture, Flooring & Textile Products | 30% | - The Restructuring Plan, expected to be **substantially** complete by end of 2025, aims to consolidate **15-20 Bedding Products facilities** and a small number of Furniture, Flooring & Textile Products facilities[93](index=93&type=chunk)[212](index=212&type=chunk)[216](index=216&type=chunk) - The Restructuring Plan is expected to enhance annualized EBIT by **$40-$50 million** when fully implemented in late 2025, but also **reduce** annual sales by approximately **$100 million**[94](index=94&type=chunk)[216](index=216&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) Consolidated trade sales **decreased** **10%** due to volume and price, with EBIT falling **29%** from **lower** volume, restructuring costs, and bad debt - Q1 2024 trade sales **decreased** **10%** year-over-year, with organic sales also down **10%** due to **6%** **lower** volume and **4%** from raw material-related selling price decreases[117](index=117&type=chunk) - EBIT **decreased** **29%** to **$63 million**, primarily from **lower** volume, restructuring costs, **increased** bad debt reserve, and less benefit from a contingent purchase price liability reduction[118](index=118&type=chunk) Segment Trade Sales and EBIT Performance (Three Months Ended March 31, 2024 vs. 2023) | Segment | Trade Sales 2024 (millions) | Trade Sales 2023 (millions) | % Change Sales | EBIT 2024 (millions) | EBIT 2023 (millions) | % Change EBIT | | :-------------------------------- | :-------------------------- | :-------------------------- | :------------- | :------------------- | :------------------- | :------------ | | Bedding Products | $448.0 | $528.5 | -15.2% | $15.7 | $33.3 | -52.9% | | Specialized Products | $315.9 | $320.7 | -1.5% | $23.7 | $28.7 | -17.4% | | Furniture, Flooring & Textile Products | $333.0 | $364.4 | -8.6% | $23.6 | $28.3 | -16.6% | | **Total** | **$1,096.9** | **$1,213.6** | **-9.6%** | **$63.0** | **$89.3** | **-29.5%** | - The worldwide **effective** tax rate for Q1 2024 was **25%**, up from **22%** in Q1 2023, with an anticipated full-year rate of approximately **25%**[121](index=121&type=chunk)[122](index=122&type=chunk) [Liquidity and Capitalization](index=27&type=section&id=Liquidity%20and%20Capitalization) Liquidity **decreased** with **negative** operating cash flow; the credit facility covenant was **increased**, and the dividend **reduced** to support **deleveraging** - Cash and cash equivalents were **$361 million** at March 31, 2024, with approximately **$78 million** inaccessible for repatriation due to capital requirements in foreign jurisdictions[131](index=131&type=chunk)[132](index=132&type=chunk) - Operating cash flow for Q1 2024 was **$(6) million**, a **$103 million** **decrease** from Q1 2023, primarily due to **lower** accounts payable and earnings[133](index=133&type=chunk) - The credit facility's Leverage Ratio covenant was **increased** from **3.50 to 1.00** to **4.00 to 1.00** for quarters ending March 31, 2024, through June 30, 2025, to provide additional borrowing capacity and financial **flexibility**[165](index=165&type=chunk)[237](index=237&type=chunk) - The quarterly dividend was **reduced** from **$0.46** to **$0.05** per share in Q2 2024 to free up capital for **deleveraging** and enhancing financial position[152](index=152&type=chunk)[155](index=155&type=chunk) - Total debt outstanding is **$2.1 billion**, with the next scheduled maturity of **$300 million** **3.8%** Senior Notes due in November 2024, expected to be predominantly retired with commercial paper[151](index=151&type=chunk)[167](index=167&type=chunk) - Borrowing capacity under the credit facility was **$445 million** at March 31, 2024[166](index=166&type=chunk) [Critical Accounting Policies and Estimates](index=33&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Financial statements rely on **critical** accounting estimates; no new policies or **material** changes were identified in Q1 2024 - **Critical** accounting estimates are subject to **uncertainty** and change, and have a **material** impact on financial statements[170](index=170&type=chunk) - No newly identified **critical** accounting policies or **material** changes to existing policies were reported in the first three months of 2024[170](index=170&type=chunk) [Contingencies](index=34&type=section&id=Contingencies) The company faces litigation, climate change, and cybersecurity contingencies, with potential for **$15 million** in reasonably possible litigation losses - Litigation contingency accruals are **immaterial**, but aggregate reasonably possible losses in excess of accruals are estimated at **$15 million** as of March 31, 2024[172](index=172&type=chunk) - Climate change transition **risks** include **increased** compliance costs from new laws (e.g., EU Green Deal, California Climate Acts) and market shifts towards lightweight automotive components[173](index=173&type=chunk)[174](index=174&type=chunk)[176](index=176&type=chunk) - Physical climate change **risks** involve direct impacts from severe weather on manufacturing facilities and indirect effects on the supply chain, potentially leading to **higher** costs and disruptions[177](index=177&type=chunk)[179](index=179&type=chunk) - Cybersecurity **risks** are **increasing** due to remote work and sophisticated attacks; failures could lead to system disruptions, data breaches, and **significant** remediation costs[185](index=185&type=chunk) [New Accounting Standards](index=38&type=section&id=New%20Accounting%20Standards) The company is evaluating new FASB ASUs on Segment Reporting (effective 2024/2025) and Income Tax Disclosures (effective 2025) - ASU 2023-07 'Segment Reporting' requires additional disclosures about reportable segments' expenses, **effective** for annual periods beginning January 1, 2024, and interim periods beginning January 1, 2025[32](index=32&type=chunk) - ASU 2023-09 'Income Taxes' requires disclosure of specific categories in rate reconciliation and disaggregated income taxes paid by jurisdiction, **effective** for annual periods beginning January 1, 2025[33](index=33&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) The company is subject to interest rate and foreign currency **risks**, using derivatives to mitigate them; fixed-rate debt fair value is **$220.0 million** less than carrying value - The company is subject to market and financial **risks** related to interest rates and foreign currency, using derivative instruments to **reduce** or eliminate these **risks**[198](index=198&type=chunk) - The fair value of fixed rate debt was approximately **$220.0 million** less than its carrying value of **$1,786.9 million** at March 31, 2024[196](index=196&type=chunk) - Net investment in foreign operations with non-U.S. dollar functional currencies was **$1,218.9 million** at March 31, 2024[197](index=197&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures.) Disclosure controls and procedures were **effective** as of March 31, 2024, with no **material** changes to internal control over financial reporting - The company's disclosure controls and procedures were **effective** as of March 31, 2024[201](index=201&type=chunk) - No **material** changes occurred in the company's internal control over financial reporting during the quarter ended March 31, 2024[202](index=202&type=chunk) [PART II - OTHER INFORMATION](index=40&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings.) Legal proceedings include antidumping duties on mattresses; new petitions filed, with final determinations expected May-September 2024, posing market share **risks** - Antidumping and countervailing duty orders on mattresses from certain countries are in **effect** through May 2026, with an ongoing appeal regarding the ITC's injury decision[207](index=207&type=chunk)[208](index=208&type=chunk) - New petitions filed in July 2023 against mattress imports from additional countries resulted in preliminary injury and dumping determinations, with final determinations expected between May and September 2024[209](index=209&type=chunk) - **Negative** determinations or circumvention of duties could **adversely** affect the company's market share, sales, profit margins, and earnings[114](index=114&type=chunk)[243](index=243&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors.) This section updates risk factors, categorizing operational, financial, market, IT, and regulatory **risks**, including Restructuring Plan execution and climate change [OPERATIONAL RISK FACTORS](index=41&type=section&id=OPERATIONAL%20RISK%20FACTORS) Operational **risks** include Restructuring Plan **uncertainties** and potential **negative** impacts on relationships, plus physical climate change effects on operations and supply chains - The Restructuring Plan's success is **uncertain**, with preliminary cost estimates and potential for **negative** impacts on employee, customer, and vendor relationships[214](index=214&type=chunk) - Physical effects of climate change, including severe weather events, could damage assets, disrupt infrastructure, and impact supply chains, despite the company's diverse geographical footprint[217](index=217&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk) [FINANCIAL RISK FACTORS](index=43&type=section&id=FINANCIAL%20RISK%20FACTORS) Financial **risks** include **uncertain** future dividends, **increased** bad debt, potential asset impairments, and non-compliance with credit facility covenants - The company recently **lowered** its quarterly cash dividend from **$0.46** to **$0.05** per share, and there is no assurance of future dividend payments at the same or **higher** rate[223](index=223&type=chunk) - Macroeconomic **uncertainties** have led to **increased** bad debt expense (**$5 million** in Q1 2024) and potential for further collection difficulties from financially **unstable** customers, particularly in the Bedding Products segment[224](index=224&type=chunk)[225](index=225&type=chunk) - Goodwill and other long-lived assets, totaling **$1.6 billion** (**36%** of total assets), are subject to impairment testing, with fair value exceeding carrying value by less than **100%** for four reporting units as of March 31, 2024[226](index=226&type=chunk)[229](index=229&type=chunk) - Failure to comply with amended credit facility covenants (Leverage Ratio **increased** to **4.00 to 1.00** until June 30, 2025) could restrict borrowing capacity, trigger default, and **adversely** impact liquidity[237](index=237&type=chunk)[238](index=238&type=chunk)[239](index=239&type=chunk) [MARKET RISK FACTORS](index=46&type=section&id=MARKET%20RISK%20FACTORS) Market **risks** include unfair foreign competition, foreign currency fluctuations impacting competitiveness, and **rising** interest rates **increasing** debt costs - Unfair competition from foreign manufacturers, particularly in mattresses, could **adversely** affect market share, sales, profit margins, and earnings if existing antidumping duties are overturned or circumvented[243](index=243&type=chunk) - Foreign currency exchange rate fluctuations pose a **risk** to competitiveness, profit margins, and earnings, as **39%** of 2023 sales were international and approximately **50 manufacturing facilities** are outside the U.S[244](index=244&type=chunk) - **Rising** interest rates have **increased** interest expense and could make refinancing long-term debt more costly, impacting financial condition[246](index=246&type=chunk) [INFORMATION TECHNOLOGY AND CYBERSECURITY RISK FACTORS](index=46&type=section&id=INFORMATION%20TECHNOLOGY%20AND%20CYBERSECURITY%20RISK%20FACTORS) IT failures and cybersecurity incidents, including AI misuse, pose **risks** of disruptions, data breaches, and **significant** financial and reputational costs - Information technology failures or cybersecurity breaches, including ransomware attacks on industrial control systems, could disrupt operations, lead to unauthorized data disclosure, and incur **significant** remediation and legal costs[248](index=248&type=chunk)[252](index=252&type=chunk) - The company expects to spend approximately **$9 million** in 2024 on cybersecurity protection efforts[249](index=249&type=chunk) - Unauthorized use of artificial intelligence by employees could expose **sensitive** company information, infringe intellectual property rights, violate privacy laws, and harm reputation[254](index=254&type=chunk)[255](index=255&type=chunk) [REGULATORY RISK FACTORS](index=48&type=section&id=REGULATORY%20RISK%20FACTORS) Regulatory **risks** stem from evolving privacy laws, **increased** environmental regulations, and tax law changes, potentially leading to fines and **higher** compliance costs - Complex global privacy and data protection regulations (e.g., GDPR, UK GDPR, China's PIPL) could result in **substantial** fines, reputational harm, and operational changes, particularly regarding cross-border data transfers[256](index=256&type=chunk)[257](index=257&type=chunk) - Enhanced environmental regulations and climate change treaties (e.g., EU Green Deal, Paris Agreement) are expected to **increase** compliance costs and potential liabilities, impacting business and competitive position[258](index=258&type=chunk)[259](index=259&type=chunk)[260](index=260&type=chunk)[261](index=261&type=chunk) - Changes in tax laws (e.g., BEPS concepts) or challenges from ongoing tax audits could **negatively** impact earnings and cash flows, including delays in Mexico VAT refunds[263](index=263&type=chunk)[264](index=264&type=chunk)[265](index=265&type=chunk) [LITIGATION RISK FACTORS](index=50&type=section&id=LITIGATION%20RISK%20FACTORS) Litigation contingencies have an **immaterial** accrual, but reasonably possible losses could reach **$15 million**, with new litigation posing **material** financial impact - The company has an **immaterial** aggregate litigation contingency accrual at March 31, 2024[267](index=267&type=chunk) - Reasonably possible losses in excess of recorded accruals for litigation contingencies are estimated at **$15 million**[267](index=267&type=chunk) - Incorrect assumptions or new litigation could **materially** **negatively** impact financial condition, results of operations, and cash flows[267](index=267&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) No shares were purchased under public plans in Q1 2024; **186,103 shares** were withheld for taxes, with a standing authorization for **10 million shares** annual repurchases - No shares were purchased as part of publicly announced plans or programs during Q1 2024[269](index=269&type=chunk) - **186,103 shares** were withheld for taxes on stock unit conversions and forfeitures in Q1 2024, at an average price of **$22.02** per share[269](index=269&type=chunk) - The Board has authorized the repurchase of up to **10 million shares** each calendar year, with no specific repurchase schedule established[269](index=269&type=chunk) [Item 5. Other Information](index=50&type=section&id=Item%205.%20Other%20Information.) No director or officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during Q1 2024 - No director or officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during Q1 2024[270](index=270&type=chunk) [Item 6. Exhibits](index=51&type=section&id=Item%206.%20Exhibits.) Exhibits include corporate governance documents, executive compensation plans, credit facility amendments, and CEO/CFO certifications, along with Inline XBRL - Exhibits include corporate governance documents (Restated Articles of Incorporation, Bylaws), executive compensation plans, and the Amendment Agreement for the credit facility dated March 22, 2024[271](index=271&type=chunk) - Certifications from the CEO and CFO (pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350) are filed or furnished with the report[271](index=271&type=chunk) - The report includes Inline XBRL documents for the consolidated condensed financial statements[273](index=273&type=chunk) [SIGNATURES](index=52&type=section&id=SIGNATURES) The report is signed by J. Mitchell Dolloff (President and CEO) and Benjamin M. Burns (EVP and CFO) on May 8, 2024 - The report is signed by J. Mitchell Dolloff, President and CEO, and Benjamin M. Burns, EVP and CFO, on May 8, 2024[277](index=277&type=chunk)