Ingles Markets(IMKTA) - 2024 Q2 - Quarterly Report

Part I – Financial Information Item 1. Financial Statements (Unaudited) This section presents Ingles Markets' unaudited condensed consolidated financial statements, including balance sheets, income statements, equity changes, cash flows, and explanatory notes Condensed Consolidated Balance Sheets | ASSETS | March 30, 2024 (in dollars) | September 30, 2023 (in dollars) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Cash and cash equivalents | $302,017,848 | $328,539,922 | | Total Current Assets | $917,121,987 | $952,556,345 | | Property and Equipment - Net | $1,480,037,502 | $1,431,872,289 | | Total Assets | $2,486,307,693 | $2,473,845,733 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Total Current Liabilities | $286,961,077 | $330,533,149 | | Total Liabilities | $960,865,224 | $1,014,873,593 | | Total Stockholders' Equity | $1,525,442,469 | $1,458,972,140 | - Total Assets increased by $12.46 million from September 30, 2023, to March 30, 2024, reaching $2.486 billion[10] - Total Liabilities decreased by $54.01 million, while Total Stockholders' Equity increased by $66.47 million over the same period[10] Condensed Consolidated Statements of Income and Comprehensive Income (Three Months) | Metric | Three Months Ended March 30, 2024 (in dollars) | Three Months Ended March 25, 2023 (in dollars) | Change (YoY) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :----------- | | Net sales | $1,367,479,701 | $1,380,604,140 | -0.95% | | Gross profit | $321,884,960 | $325,939,961 | -1.24% | | Income from operations | $44,809,057 | $57,647,015 | -22.30% | | Net income | $31,898,626 | $40,539,805 | -21.31% | | Basic EPS (Class A) | $1.72 | $2.18 | -21.01% | | Diluted EPS (Class A) | $1.68 | $2.13 | -21.13% | - Net sales decreased by 0.95% year-over-year for the three months ended March 30, 2024[12] - Net income saw a significant decline of 21.31% compared to the prior year's quarter[12] Condensed Consolidated Statements of Income and Comprehensive Income (Six Months) | Metric | Six Months Ended March 30, 2024 (in dollars) | Six Months Ended March 25, 2023 (in dollars) | Change (YoY) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :----------- | | Net sales | $2,848,541,531 | $2,873,918,247 | -0.88% | | Gross profit | $670,686,039 | $697,094,851 | -3.79% | | Income from operations | $104,436,466 | $153,402,731 | -31.92% | | Net income | $75,292,227 | $109,911,286 | -31.49% | | Basic EPS (Class A) | $4.05 | $5.92 | -31.59% | | Diluted EPS (Class A) | $3.96 | $5.79 | -31.59% | - Net sales decreased by 0.88% for the six months ended March 30, 2024, compared to the same period last year[14] - Net income for the six-month period declined by 31.49% year-over-year[14] Condensed Consolidated Statements of Changes in Stockholders' Equity | Equity Component | Balance, September 30, 2023 (in dollars) | Net Income (6 months, in dollars) | Other Comprehensive Income (Loss), net of tax (6 months, in dollars) | Cash Dividends (6 months, in dollars) | Common Stock Conversions (6 months, in dollars) | Balance, March 30, 2024 (in dollars) | | :-------------------------------- | :-------------------------- | :-------------------- | :------------------------------------------------------- | :------------------------ | :---------------------------------- | :-------------------------- | | Class A Common Stock (Amount) | $724,854 | - | - | - | $1,981 | $726,835 | | Class B Common Stock (Amount) | $224,865 | - | - | - | -$1,981 | $222,884 | | Accumulated Other Comprehensive Income | $13,233,631 | - | -$2,688,085 | - | - | $10,545,546 | | Retained Earnings | $1,444,788,790 | $75,292,227 | - | -$6,133,813 | - | $1,513,947,204 | | Total Stockholders' Equity | $1,458,972,140 | $75,292,227 | -$2,688,085 | -$6,133,813 | - | $1,525,442,469 | - Total Stockholders' Equity increased from $1.459 billion at September 30, 2023, to $1.525 billion at March 30, 2024, driven by net income partially offset by other comprehensive loss and cash dividends[16] - Cash dividends paid for the six months ended March 30, 2024, totaled $6.13 million[16] Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Six Months Ended March 30, 2024 (in dollars) | Six Months Ended March 25, 2023 (in dollars) | Change (YoY) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :----------- | | Net Cash Provided by Operating Activities | $85,973,987 | $94,413,616 | -9.04% | | Net Cash Used by Investing Activities | ($94,644,183) | ($89,585,496) | +5.65% | | Net Cash Used by Financing Activities | ($17,851,878) | ($21,722,961) | -17.82% | | Net Decrease in Cash and Cash Equivalents | ($26,522,074) | ($16,894,841) | +56.98% | | Cash and Cash Equivalents at End of Period | $302,017,848 | $250,303,676 | +20.66% | - Net cash provided by operating activities decreased by 9.04% to $85.97 million for the six months ended March 30, 2024[18] - Cash used in investing activities increased by 5.65% to $94.64 million, primarily due to higher capital expenditures[18] - The company experienced a net decrease in cash and cash equivalents of $26.52 million, a 56.98% larger decrease compared to the prior year period[18] Notes to Condensed Consolidated Unaudited Interim Financial Statements A. Basis of Preparation - The interim financial statements are unaudited and include all normal recurring adjustments necessary for fair presentation[20] - Certain information and footnote disclosures have been condensed or omitted per SEC Form 10-Q rules[20] - Results for the interim periods are not necessarily indicative of the full fiscal year[21] B. New Accounting Pronouncements - ASU 2020-04 (Reference Rate Reform) provided optional guidance for LIBOR transition; the Company adopted SOFR without material impact[22] - ASU 2023-09 (Income Taxes) requires greater disaggregation of income tax disclosures, effective for fiscal years beginning after December 15, 2024; the Company is evaluating its impact[23] - ASU 2023-07 (Segment Reporting) enhances segment expense disclosures and requires quarterly reporting of previous annual disclosures, effective retrospectively for fiscal years beginning after December 15, 2023; the Company is evaluating its impact[24] C. Short Term Investments - The Company purchases financial products like money market funds, bonds, and mutual funds, accounted for as short-term investments[25] - Carrying values of short-term investments approximate fair value due to their liquidity[25] D. Allowance for Doubtful Accounts | Date | Allowance for Doubtful Accounts (in dollars) | | :---------------- | :------------------------------ | | March 30, 2024 | $294,085 | | September 30, 2023 | $143,753 | - The allowance for doubtful accounts increased by $150,332 from September 30, 2023, to March 30, 2024[26] E. Income Taxes - The Company's effective tax rate differs from the federal statutory rate primarily due to state income taxes and tax credits[27] - Unrecognized tax benefits and related interest/penalties are insignificant and not expected to change materially within the next twelve months[28] F. Accrued Expenses and Current Portion of Other Long-Term Liabilities | Category | March 30, 2024 (in dollars) | September 30, 2023 (in dollars) | | :------------------------------------------ | :----------------------------- | :------------------------------- | | Property, payroll and other taxes payable | $16,833,389 | $25,203,091 | | Salaries, wages and bonuses payable | $38,402,631 | $50,836,143 | | Self-insurance liabilities | $15,064,285 | $13,974,358 | | Interest payable | $5,077,451 | $5,111,666 | | Other | $5,034,430 | $5,610,526 | | Total | $80,412,186 | $100,735,784 | - Total accrued expenses and current portion of other long-term liabilities decreased by $20.32 million from September 30, 2023, to March 30, 2024[29] - Self-insurance reserves totaled $34.6 million at March 30, 2024, with $15.1 million current and $19.5 million long-term, including $4.6 million in expected recoveries[29] - Employee insurance expense (net of contributions) increased to $9.4 million for the three months ended March 30, 2024, from $8.1 million in the prior year, and to $22.4 million for the six months, from $19.0 million[30] G. Long-Term Debt - The Company's debt agreements and interest rate swaps transitioned from LIBOR to SOFR without material financial impact[32] - Outstanding long-term debt includes $350.0 million in 4.00% senior notes due 2031, $49.9 million in facility bonds due 2036, and SOFR-based amortizing floating rate loans[33][36][38][39] - The Company has a $150.0 million line of credit maturing in June 2026, with no outstanding borrowings at March 30, 2024[33] - Interest rate swap agreements hedge floating rate debt, with changes in fair value recorded in other comprehensive income[38][39][40] - The Company was in compliance with all financial covenants at March 30, 2024, and had $498.5 million in excess net worth under covenants[41][43] H. Dividends | Stock Class | Dividend per Share (Oct 2023, in dollars) | Dividend per Share (Jan 2024, in dollars) | | :---------------- | :---------------------------------------- | :---------------------------------------- | | Class A Common Stock | $0.165 | $0.165 | | Class B Common Stock | $0.15 | $0.15 | - The Company paid consistent quarterly cash dividends of $0.165 per share for Class A Common Stock and $0.15 per share for Class B Common Stock in October 2023 and January 2024[44] I. Earnings Per Common Share - The Company calculates earnings per share using the two-class method, reflecting dividend rights for Class A (110% of Class B) and Class B Common Stock[46][47][48] | EPS Type | Class | Three Months Ended March 30, 2024 (in dollars) | Three Months Ended March 25, 2023 (in dollars) | Six Months Ended March 30, 2024 (in dollars) | Six Months Ended March 25, 2023 (in dollars) | | :---------------- | :------ | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Basic EPS | Class A | $1.72 | $2.18 | $4.05 | $5.92 | | Diluted EPS | Class A | $1.68 | $2.13 | $3.96 | $5.79 | | Basic EPS | Class B | $1.56 | $1.98 | $3.68 | $5.38 | | Diluted EPS | Class B | $1.56 | $1.98 | $3.68 | $5.38 | - Diluted EPS for Class A Common Stock decreased by 21.13% for the three-month period and 31.59% for the six-month period year-over-year[49] J. Leases - Operating lease rent expense was $2.7 million for the three months and $5.1 million for the six months ended March 30, 2024[51] - Finance lease cost was $420.0 thousand for the six months ended March 30, 2024, including amortization and interest[52] | Fiscal Year | Operating Leases (Future Maturities, in dollars) | Finance Leases (Future Maturities, in dollars) | | :---------------- | :----------------------------------- | :--------------------------------- | | Remainder of 2024 | $4,161,938 | $420,000 | | 2025 | $8,238,176 | $840,000 | | 2026 | $7,076,845 | $840,000 | | 2027 | $6,317,262 | $840,000 | | 2028 | $4,775,296 | $840,000 | | Thereafter | $20,409,830 | $101,500 | | Total lease payments (in dollars) | $50,979,347 | $3,881,500 | | Less amount representing interest (in dollars) | $11,231,895 | $499,028 | | Present value of lease liabilities (in dollars) | $39,747,452 | $3,382,472 | - The Company owns and operates 96 shopping centers, leasing portions to others, with rental income included in net sales[53][54] | Rental Income Category | Three Months Ended March 30, 2024 (in dollars) | Six Months Ended March 30, 2024 (in dollars) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Base rentals | $6,821,138 | $13,702,796 | | Variable rentals | $50,956 | $101,912 | | Total Rents Earned | $6,872,094 | $13,804,708 | | Depreciation on owned properties leased to others | ($2,037,120) | ($4,033,370) | | Other shopping center expenses | ($1,203,110) | ($1,992,714) | | Total (Net) | $3,631,864 | $7,778,624 | | Fiscal Year | Future Minimum Operating Lease Receipts (in dollars) | | :---------------- | :------------------------------------ | | Remainder of 2024 | $10,041,564 | | 2025 | $18,463,750 | | 2026 | $14,827,515 | | 2027 | $11,596,313 | | 2028 | $8,869,669 | | Thereafter | $31,408,311 | | Total minimum future rental income | $95,207,122 | K. Segment Information - The Company operates one primary business segment: retail grocery sales, with 'Other' including fluid dairy and shopping center rentals[57] | Segment | Three Months Ended March 30, 2024 (Revenues, in thousands of dollars) | Three Months Ended March 25, 2023 (Revenues, in thousands of dollars) | Six Months Ended March 30, 2024 (Revenues, in thousands of dollars) | Six Months Ended March 25, 2023 (Revenues, in thousands of dollars) | | :-------------------------------- | :------------------------------------------- | :------------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Grocery | $490,490 | $492,553 | $1,012,295 | $1,033,411 | | Non-foods | $305,921 | $308,684 | $664,018 | $636,039 | | Perishables | $349,135 | $348,204 | $717,119 | $722,392 | | Fuel | $169,742 | $175,551 | $347,629 | $368,023 | | Total Retail | $1,315,288 | $1,324,992 | $2,741,061 | $2,759,865 | | Other | $52,192 | $55,612 | $107,481 | $114,053 | | Total revenues from unaffiliated customers | $1,367,480 | $1,380,604 | $2,848,542 | $2,873,918 | | Income from operations: | | | | | | Retail | $38,732 | $50,786 | $92,123 | $138,701 | | Other | $6,076 | $6,861 | $12,313 | $14,702 | | Total income from operations | $44,809 | $57,647 | $104,436 | $153,403 | | Segment | March 30, 2024 (Assets, in thousands of dollars) | September 30, 2023 (Assets, in thousands of dollars) | | :-------------------------------- | :-------------------------- | :-------------------------- | | Retail | $2,142,529 | $2,159,883 | | Other | $345,442 | $317,479 | | Elimination of intercompany receivable | ($1,664) | ($3,516) | | Total assets | $2,486,308 | $2,473,846 | L. Fair Values of Financial Instruments - Fair values of cash, receivables, and payables approximate carrying amounts due to short-term maturity[59] - Fair values of debt and interest rate swaps are estimated using valuation techniques based on observable and unobservable inputs, classified into Level 1, 2, or 3 hierarchy[60][61][62] | Financial Instrument | Carrying Amount (March 30, 2024, in thousands of dollars) | Fair Value (March 30, 2024, in thousands of dollars) | Fair Value Measurements | | :-------------------------------- | :-------------------------------------------------------- | :------------------------------------------- | :---------------------- | | Senior Notes due 2031 | $350,000 | $305,375 | Level 2 | | Facility Bonds due 2036 | $49,910 | $49,910 | Level 2 | | Secured notes payable and other | $139,208 | $139,208 | Level 2 | | Interest rate swap derivative contracts asset | $13,958 | $13,958 | Level 2 | | Non-qualified retirement plan assets | $24,780 | $24,780 | Level 2 | M. Commitments and Contingencies - Management believes that the ultimate liability from pending legal proceedings and claims will not materially affect the Company's financial position, results of operations, or cash flows[63] N. Related Party Transactions - The Company made $500,000 in short-term non-interest bearing loans to its Investment/Profit Sharing Plan during the six months ended March 30, 2024[64] - In January 2024, the Company swapped adjoining properties with a related limited liability company, receiving an additional $2.3 million based on independent appraisals and Audit Committee approval[65] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes Ingles Markets' financial condition, operations, liquidity, and capital resources, including critical estimates Overview - Ingles operates 198 supermarkets across six Southeastern states, offering a wide range of food and non-food products, including private label items, organic products, bakery, and prepared foods[66] Critical Accounting Estimates - Critical accounting estimates involve significant management judgment and are based on historical experience and future uncertainties, with actual results potentially differing materially[67][68] - No material changes to critical accounting policies and estimates were reported for the six months ended March 30, 2024[69] Self-Insurance - The Company is self-insured for workers' compensation, general liability, and group medical/dental benefits, with excess liability coverage to limit exposure[70] - Self-insurance liabilities are based on claims filed and estimates of incurred but not reported claims, totaling $34.6 million at March 30, 2024, including $4.6 million in expected recoveries[70] Asset Impairments - The Company tests long-lived assets for impairment using undiscounted cash flows for assets held for use and recognizes impairment based on excess book value over expected recovery value for assets held for sale[71] - No asset impairments occurred during the six-month period ended March 30, 2024[71] Vendor Allowances - Vendor allowances, primarily volume-based incentives and promotional discounts, are generally recorded as a reduction of inventory cost or merchandise costs when related inventory is sold[72] | Allowance Type | Period | Amount (Millions) | | :-------------------------------- | :-------------------------------- | :---------------- | | Reduction of merchandise costs | Q2 FY24 | $35.8 | | Reduction of merchandise costs | Q2 FY23 | $29.8 | | Reduction of merchandise costs | H1 FY24 | $72.6 | | Reduction of merchandise costs | H1 FY23 | $64.6 | | Reduction of advertising expense | Q2 FY24 | $2.3 | | Reduction of advertising expense | Q2 FY23 | $1.9 | | Reduction of advertising expense | H1 FY24 | $4.2 | | Reduction of advertising expense | H1 FY23 | $3.9 | Results of Operations - The Company's fiscal year ends on the last Saturday in September, with the reported periods covering 13 and 26 weeks respectively[75] - Comparable store sales include sales from retail stores in operation for five full fiscal quarters, including replacement stores, major remodels, and stores with added fuel stations[75] | Metric (% of Net Sales) | Three Months Ended March 30, 2024 | Three Months Ended March 25, 2023 | Six Months Ended March 30, 2024 | Six Months Ended March 25, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net sales | 100.0 % | 100.0 % | 100.0 % | 100.0 % | | Gross profit | 23.5 % | 23.6 % | 23.5 % | 24.3 % | | Operating and administrative expenses | 20.8 % | 19.4 % | 20.1 % | 19.0 % | | Income from operations | 3.3 % | 4.2 % | 3.7 % | 5.3 % | | Net income | 2.3 % | 2.9 % | 2.6 % | 3.8 % | Three Months Ended March 30, 2024 Compared to the Three Months Ended March 25, 2023 - Net income for Q2 FY24 decreased to $31.9 million from $40.5 million in Q2 FY23, primarily due to increased expenses[78] - Net sales decreased by 0.95% to $1.37 billion, with total grocery comparable store sales (excluding fuel) decreasing by 0.2%[79] | Sales Category | Three Months Ended March 30, 2024 (in thousands of dollars) | Three Months Ended March 25, 2023 (in thousands of dollars) | | :---------------- | :-------------------------------------------------------- | :-------------------------------------------------------- | | Grocery | $490,490 | $492,553 | | Non-foods | $305,921 | $308,684 | | Perishables | $349,135 | $348,204 | | Fuel | $169,742 | $175,551 | | Total retail grocery | $1,315,288 | $1,324,992 | - Gross profit decreased by $4.1 million (1.2%) to $321.9 million, with gross profit as a percentage of sales declining from 23.6% to 23.5% due to inflation and raw material shortages[80] - Operating and administrative expenses increased by $15.9 million (5.9%) to $284.8 million, rising to 20.8% of sales from 19.5%, driven by higher salaries and wages, insurance, and repairs/maintenance costs[81][82] - Gain from sale or disposal of assets significantly increased to $7.7 million from $0.6 million, primarily from an adjacent property exchange[83] - Interest expense increased to $5.6 million from $5.3 million due to higher interest rates on variable rate indebtedness[84] Six Months Ended March 30, 2024 Compared to the Six Months Ended March 25, 2023 - Net income for the first half of FY24 decreased to $75.3 million from $109.9 million in H1 FY23, primarily due to increased expenses[87] - Net sales decreased by 0.88% to $2.85 billion, while total grocery comparable store sales (excluding fuel) increased by 0.43%[88] | Sales Category | Six Months Ended March 30, 2024 (in thousands of dollars) | Six Months Ended March 25, 2023 (in thousands of dollars) | | :---------------- | :------------------------------------------------------ | :------------------------------------------------------ | | Grocery | $1,012,295 | $1,033,411 | | Non-foods | $664,019 | $636,039 | | Perishables | $717,119 | $722,392 | | Fuel | $347,629 | $368,023 | | Total retail grocery | $2,741,061 | $2,759,865 | - Gross profit decreased by $26.4 million (3.79%) to $670.7 million, with gross profit as a percentage of sales declining from 24.3% to 23.5%[91] - Operating and administrative expenses increased by $29.5 million (5.4%) to $574.6 million, rising to 20.2% of sales from 19.0%, driven by higher salaries and wages, insurance, and repairs/maintenance costs[92][93] - Gain from sale or disposal of assets increased to $8.3 million from $1.4 million[93] - Interest expense increased to $11.3 million from $10.7 million due to higher interest rates on variable rate indebtedness[94] Liquidity and Capital Resources - The Company's principal sources of liquidity are expected to be cash flow from operations, borrowings under its line of credit, and long-term debt financing[113] - Management believes current financial resources will be sufficient to meet planned capital expenditures and working capital requirements for the foreseeable future[113] Capital Expenditures - Capital expenditures totaled $98.4 million for the six months ended March 30, 2024[97] - Planned capital expenditures for fiscal 2024 are estimated between $160 million and $200 million, primarily for store improvements, technology, and equipment upgrades[98][99] - Annual capital expenditures are expected to be in the range of $120 million to $160 million going forward to maintain a modern store base[100] Liquidity - Net cash from operations decreased by $8.5 million to $85.9 million for the March 2024 six-month period due to lower net income[102] - Cash used by investing activities increased to $94.6 million, primarily due to capital expenditures[103] - Cash used by financing activities decreased to $17.9 million, mainly due to principal payments on long-term debt[103] - The Company has a $150.0 million line of credit with no outstanding borrowings at March 30, 2024, and was in compliance with all debt covenants[105][112] - Under the most restrictive covenants, the Company could incur approximately $1.7 billion of additional borrowings as of March 30, 2024[112] Quarterly Cash Dividends - The Company has consistently paid quarterly cash dividends of $0.165 per share on Class A Common Stock and $0.15 per share on Class B Common Stock since December 1993[115] - Future dividend payments are at the discretion of the Board of Directors and are subject to financial performance and debt covenant restrictions[116] Seasonality - Grocery sales exhibit slight seasonal variance, with higher sales in the first fiscal quarter (Thanksgiving, Christmas) and lowest sales in the second quarter (unless Easter falls within it) due to seasonal homes[117] Impact of Inflation - Inflation impacts labor, food, energy, and transportation costs, with overall inflation declining from recent highs in the past twelve months[118] | CPI Category | Twelve Months Ended March 2024 | | :---------------- | :----------------------------- | | All items | 3.5 % | | Food at home | 1.2 % | | Energy | 2.1 % | Forward-Looking Statements - The report contains forward-looking statements subject to significant risks and uncertainties, including competition, economic conditions, labor/utility costs, and regulatory changes[120][121] - The Company disclaims any obligation to update these statements to reflect future events or developments, except as required by law[122] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the Company's market risk exposure, primarily interest rate fluctuations, with no material changes - The Company is party to interest rate swap agreements with a current aggregate notional amount of $142.3 million[123] - The Company does not use financial instruments for trading or speculative purposes[123] - No material changes in market risk factors have occurred since the Annual Report on Form 10-K for the year ended September 30, 2023[123] Item 4. Controls and Procedures This section evaluates the Company's disclosure controls and procedures and reports on internal control changes Evaluation of Disclosure Controls and Procedures - The Company maintains disclosure controls and procedures designed to ensure timely and accurate reporting of information in Exchange Act reports[124] - As of March 30, 2024, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective[125] Changes in Internal Control over Financial Reporting - No changes in internal control over financial reporting occurred during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[126] Part II – Other Information Item 5. Other Information This section confirms no officers or directors adopted or terminated Rule 10b5-1 trading arrangements - No officers or directors adopted or terminated any Rule 10b5-1(c) trading arrangements during the six months ended March 30, 2024[128] Item 6. Exhibits This section lists the Form 10-Q exhibits, including certifications and financial information in iXBRL format - Exhibits include Rule 13a-14(a) Certifications (31.1, 31.2), Certification Pursuant to 18 U.S.C. Section 1350 (32.1, 32.2), and financial information in iXBRL format (101, 104)[130] Signatures This section contains the required signatures from the CEO, President, VP-Finance, and CFO, certifying the report - The report is signed by James W. Lanning, Chief Executive Officer and President, and Patricia E. Jackson, Vice President-Finance and Chief Financial Officer, on May 9, 2024[133]