The Children's Place(PLCE) - 2024 Q3 - Quarterly Report

PART I — FINANCIAL INFORMATION This section presents the company's unaudited consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures Item 1. Financial Statements. This section presents the unaudited consolidated financial statements of The Children's Place, Inc. and its subsidiaries, including the balance sheets, statements of operations, comprehensive income (loss), changes in stockholders' equity, and cash flows for the periods ended October 28, 2023, and October 29, 2022, along with accompanying notes Consolidated Balance Sheets This section presents the company's financial position, detailing assets, liabilities, and equity at specific points in time Consolidated Balance Sheet Highlights (in thousands) | Metric | Oct 28, 2023 | Jan 28, 2023 | Oct 29, 2022 | | :-------------------------- | :----------- | :----------- | :----------- | | Cash and cash equivalents | $13,522 | $16,689 | $19,244 | | Inventories | $462,411 | $447,795 | $548,719 | | Total current assets | $597,355 | $561,943 | $664,795 | | Total assets | $973,381 | $986,281 | $1,084,617 | | Revolving loan | $358,679 | $286,990 | $265,000 | | Total current liabilities | $705,742 | $648,385 | $683,668 | | Total liabilities | $855,310 | $827,803 | $872,441 | | Total stockholders' equity | $118,071 | $158,478 | $212,176 | Consolidated Statements of Operations This section details the company's financial performance over specific periods, including net sales, gross profit, operating income, and net income Consolidated Statements of Operations Highlights (in thousands, except EPS) | Metric (Q3) | Oct 28, 2023 | Oct 29, 2022 | YoY Change (%) | | :------------------------------------ | :----------- | :----------- | :------------- | | Net sales | $480,234 | $509,120 | -5.7% | | Gross profit | $162,052 | $176,931 | -8.4% | | Operating income (loss) | $44,967 | $57,837 | -22.2% | | Net income (loss) | $38,482 | $42,855 | -10.3% | | Diluted EPS | $3.05 | $3.26 | -6.4% | | Metric (YTD) | Oct 28, 2023 | Oct 29, 2022 | YoY Change (%) | | Net sales | $1,147,474 | $1,252,355 | -8.4% | | Gross profit | $346,363 | $434,440 | -20.2% | | Operating income (loss) | $(22,042) | $63,261 | N/A (swing to loss) | | Net income (loss) | $(25,705) | $49,387 | N/A (swing to loss) | | Diluted EPS | $(2.06) | $3.68 | N/A (swing to loss) | Consolidated Statements of Comprehensive Income (Loss) This section presents the company's net income or loss and other comprehensive income or loss components for the reporting periods Consolidated Statements of Comprehensive Income (Loss) Highlights (in thousands) | Metric (Q3) | Oct 28, 2023 | Oct 29, 2022 | YoY Change (%) | | :------------------------------------ | :----------- | :----------- | :------------- | | Net income (loss) | $38,482 | $42,855 | -10.3% | | Foreign currency translation adjustment | $(1,535) | $(2,397) | -35.9% | | Total comprehensive income (loss) | $36,947 | $40,458 | -8.7% | | Metric (YTD) | Oct 28, 2023 | Oct 29, 2022 | YoY Change (%) | | Net income (loss) | $(25,705) | $49,387 | N/A (swing to loss) | | Foreign currency translation adjustment | $(1,252) | $(2,825) | -55.7% | | Total comprehensive income (loss) | $(26,957) | $46,562 | N/A (swing to loss) | Consolidated Statements of Changes in Stockholders' Equity This section outlines the changes in the company's stockholders' equity, including retained earnings and stock transactions Stockholders' Equity Changes (in thousands) | Metric | Oct 28, 2023 | Jan 28, 2023 | Oct 29, 2022 | | :-------------------------- | :----------- | :----------- | :----------- | | Total Stockholders' Equity | $118,071 | $158,478 | $212,176 | | Retained Earnings (Deficit) | $(6,015) | $22,540 | $79,375 | | Net income (loss) (YTD) | $(25,705) | N/A | $49,387 | | Purchase and retirement of common stock (YTD) | $(7,026) | N/A | $(78,913) | Consolidated Statements of Cash Flows This section details the company's cash inflows and outflows from operating, investing, and financing activities Consolidated Statements of Cash Flows Highlights (YTD, in thousands) | Metric | Oct 28, 2023 | Oct 29, 2022 | YoY Change | | :------------------------------------ | :----------- | :----------- | :--------- | | Net cash used in operating activities | $(42,632) | $(16,965) | $(25,667) | | Net cash used in investing activities | $(24,542) | $(31,614) | $7,072 | | Net cash provided by financing activities | $64,042 | $14,010 | $50,032 | | Net decrease in cash and cash equivalents | $(3,167) | $(35,543) | $32,376 | | Cash and cash equivalents, end of period | $13,522 | $19,244 | $(5,722) | Notes to Consolidated Financial Statements This section provides detailed disclosures and explanations for the consolidated financial statements, covering accounting policies, revenue recognition, restructuring activities, intangible assets, property and equipment, leases, debt, commitments, stockholders' equity, stock-based compensation, earnings per share, income taxes, and segment information Note 1. BASIS OF PRESENTATION This note describes the company's business model, proprietary brands, and segment classification - The Company is an omni-channel children's specialty portfolio of brands with an industry-leading digital-first operating model[29] - Proprietary brands include "The Children's Place", "Gymboree", "Sugar & Jade", and "PJ Place"[29] - Business is classified into two segments: The Children's Place U.S. and The Children's Place International[30] Note 2. REVENUES This note explains the company's revenue recognition policies and disaggregates net sales by geographic region - Revenue is recognized when control of promised goods or services is transferred to customers[40] Net Sales Disaggregated by Geography (in thousands) | Geography | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | | :---------- | :------ | :------ | :------- | :------- | | South | $168,623 | $183,536 | $416,249 | $466,276 | | Northeast | $96,052 | $108,404 | $220,519 | $255,913 | | West | $55,567 | $61,101 | $144,920 | $163,644 | | Midwest | $58,331 | $62,337 | $131,235 | $145,168 | | International and other | $101,661 | $93,742 | $234,551 | $221,354 | | Total net sales | $480,234 | $509,120 | $1,147,474 | $1,252,355 | - Gift card liability balance decreased from $11.2 million as of October 29, 2022, to $6.3 million as of October 28, 2023[49] Note 3. RESTRUCTURING This note details the company's structural transformation initiatives, including lease terminations and workforce reductions, and associated costs - The Company is undergoing a structural transformation to a digital-first retailer, including early termination of its corporate office lease (now expiring May 2024) and a workforce reduction of over 20% of salaried employees[51] - Operations from the Toronto distribution center (TODC) are expected to move to the U.S. by the end of Q1 2024, leading to further headcount reduction[51] Restructuring Costs (in thousands) | Cost Type | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | | :------------------ | :------ | :------ | :------- | :------- | | Employee-related costs | $674 | $— | $6,107 | $— | | Lease termination costs | $454 | $— | $5,401 | $— | | Professional fees | $82 | $— | $268 | $— | | Total restructuring costs | $1,210 | $— | $11,776 | $— | - Remaining restructuring liability as of October 28, 2023, is $853 thousand, primarily for employee-related costs[55] Note 4. INTANGIBLE ASSETS This note provides information on the company's intangible assets, including tradenames and their useful lives Intangible Assets (in thousands) | Asset | Useful Life | Net Amount (Oct 28, 2023) | Net Amount (Jan 28, 2023) | Net Amount (Oct 29, 2022) | | :------------------ | :---------- | :------------------------ | :------------------------ | :------------------------ | | Gymboree tradename | Indefinite | $69,953 | $69,953 | $69,953 | | Crazy 8 tradename | 5 years | $338 | $938 | $1,138 | | Customer databases | 3 years | $— | $— | $— | | Total intangible assets | | $70,291 | $70,891 | $71,091 | Note 5. PROPERTY AND EQUIPMENT, NET This note presents the net value of the company's property and equipment and discusses asset impairment charges Property and Equipment, Net (in thousands) | Metric | Oct 28, 2023 | Jan 28, 2023 | Oct 29, 2022 | | :-------------------------- | :----------- | :----------- | :----------- | | Property and equipment, net | $134,639 | $149,874 | $154,975 | - Asset impairment charges were $0.6 million in Q3 2023 and $3.1 million in YTD 2023, compared to no charge in Q3 2022 and $1.4 million in YTD 2022, primarily due to underperforming stores[59] Note 6. LEASES This note provides details on the company's operating lease terms, discount rates, and lease liabilities - As of October 28, 2023, the weighted-average remaining operating lease term was 3.1 years, and the weighted-average discount rate was 5.3%[61] Total Operating Lease Cost (in thousands) | Period | Oct 28, 2023 | Oct 29, 2022 | | :------------------ | :----------- | :----------- | | Thirteen Weeks Ended | $32,487 | $38,914 | | Thirty-nine Weeks Ended | $103,959 | $113,645 | - The present value of operating lease liabilities was $142.9 million as of October 28, 2023[63] Note 7. DEBT This note describes the company's ABL Credit Facility, including borrowing availability, outstanding amounts, interest rates, and related expenses - The ABL Credit Facility was increased to $445.0 million on June 5, 2023, and the interest rate benchmark transitioned from LIBOR to SOFR[65] - The Company entered a Waiver Agreement on October 24, 2023, with lenders to waive technical defaults resulting from a borrowing base calculation error[66] ABL Credit Facility Components (in millions) | Metric | Oct 28, 2023 | Jan 28, 2023 | Oct 29, 2022 | | :------------------------------------ | :----------- | :----------- | :----------- | | Maximum borrowing availability | $394.7 | $315.0 | $350.0 | | Outstanding borrowings | $358.7 | $287.0 | $265.0 | | Availability | $28.6 | $20.6 | $77.6 | | Interest rate at end of period | 8.0% | 5.9% | 4.8% | Interest Expense Related to ABL Credit Facility (in millions) | Period | Oct 28, 2023 | Oct 29, 2022 | | :------------------ | :----------- | :----------- | | Third Quarter Ended | $7.2 | $3.0 | | Thirty-nine Weeks Ended | $18.0 | $6.9 | Note 8. COMMITMENTS AND CONTINGENCIES This note outlines the company's legal proceedings, including class action lawsuits and management's assessment of potential liabilities - The Company is a defendant in the Rael v. The Children's Place, Inc. class action lawsuit, which was settled in November 2017, with final court approval granted in March 2021[81][82] - A reserve of $5.0 million was recorded in Q1 2017 for the settlement, which provides merchandise vouchers to qualified class members[82] - Management believes any ultimate liability from other legal proceedings will not materially adversely affect the Company's financial position, results of operations, or cash flows[83] Note 9. STOCKHOLDERS' EQUITY This note details the company's share repurchase program, remaining availability, and temporary restrictions on share repurchases and dividends - A $250.0 million share repurchase program was authorized in November 2021, with $157.3 million remaining availability as of October 28, 2023[84] - The Company is temporarily restricted from repurchasing shares and issuing cash dividends due to the Waiver Agreement[84][89] Share Repurchases (Thirty-nine Weeks Ended, in thousands) | Metric | Oct 28, 2023 | Oct 29, 2022 | | :-------------------------- | :----------- | :----------- | | Shares repurchased | 205 | 1,581 | | Amount | $7,026 | $78,913 | Note 10. STOCK-BASED COMPENSATION This note provides information on the company's stock-based compensation expense or benefit, including performance awards Stock-Based Compensation Expense (Benefit) (in thousands) | Period | Oct 28, 2023 | Oct 29, 2022 | | :-------------------------- | :----------- | :----------- | | Thirteen Weeks Ended | $(4,746) | $5,221 | | Thirty-nine Weeks Ended | $(6,424) | $19,055 | - The Performance Awards benefit for YTD 2023 includes $12.9 million of credits due to revised expectations of performance metric attainment levels and reversal of unvested expense for forfeited awards[91] Note 11. EARNINGS (LOSS) PER COMMON SHARE This note presents the calculation of basic and diluted earnings per common share for the reporting periods Earnings (Loss) Per Common Share (in thousands, except EPS) | Metric (Q3) | Oct 28, 2023 | Oct 29, 2022 | | :------------------------------------ | :----------- | :----------- | | Net income (loss) | $38,482 | $42,855 | | Basic weighted average common shares outstanding | 12,548 | 13,064 | | Diluted weighted average common shares outstanding | 12,619 | 13,162 | | Basic EPS | $3.07 | $3.28 | | Diluted EPS | $3.05 | $3.26 | | Metric (YTD) | Oct 28, 2023 | Oct 29, 2022 | | Net income (loss) | $(25,705) | $49,387 | | Basic weighted average common shares outstanding | 12,481 | 13,277 | | Diluted weighted average common shares outstanding | 12,481 | 13,409 | | Basic EPS | $(2.06) | $3.72 | | Diluted EPS | $(2.06) | $3.68 | Note 12. INCOME TAXES This note explains the company's effective income tax rate, the impact of various tax items, and unrecognized tax benefits Effective Income Tax Rate | Period | Oct 28, 2023 | Oct 29, 2022 | | :-------------------------- | :----------- | :----------- | | Third Quarter Ended | (3.9)% | 20.7% | | Thirty-nine Weeks Ended | (40.9)% | 10.5% | - The change in effective tax rate is primarily due to the utilization of the discrete tax provision methodology, the YTD 2023 pretax loss, jurisdictional earnings mix, non-deductible executive compensation, and a nonrecurring reserve release in Fiscal 2022[96][97] - The Company has a remaining CARES Act income tax refund balance of $19.1 million as of October 28, 2023[99] - Total unrecognized tax benefits increased to $4.8 million as of October 28, 2023, from $2.3 million as of October 29, 2022[100] Note 13. SEGMENT INFORMATION This note provides disaggregated financial information for the company's operating segments, including net sales and operating income Segment Net Sales (in thousands) | Segment | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | | :-------------------------- | :------ | :------ | :------- | :------- | | The Children's Place U.S. | $441,865 | $457,508 | $1,048,568 | $1,126,692 | | The Children's Place International | $38,369 | $51,612 | $98,906 | $125,663 | | Total net sales | $480,234 | $509,120 | $1,147,474 | $1,252,355 | Segment Operating Income (Loss) (in thousands) | Segment | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | | :-------------------------- | :------ | :------ | :------- | :------- | | The Children's Place U.S. | $38,551 | $51,460 | $(26,216) | $54,385 | | The Children's Place International | $6,416 | $6,377 | $4,174 | $8,876 | | Total operating income (loss) | $44,967 | $57,837 | $(22,042) | $63,261 | - As of October 28, 2023, the Company had 591 stores (520 U.S., 71 International), down from 658 stores (577 U.S., 81 International) as of October 29, 2022[103] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This section provides management's perspective on the Company's financial condition and results of operations, highlighting key business developments, operating performance for the third quarter and year-to-date periods, and an analysis of liquidity and capital resources OVERVIEW This section provides a general summary of the company's operations, macroeconomic impacts, and key strategic initiatives - The Company operates as an omni-channel children's specialty retailer with a digital-first model, managing 591 stores in North America and 226 international points of distribution[110] - Macroeconomic conditions, including inflation and increased costs, have adversely affected core customers, leading to decreased discretionary apparel purchases in Year-To-Date 2023[113] - The Company obtained a Waiver and Amendment Agreement on October 24, 2023, from its lenders, waiving technical defaults related to an inadvertent calculation error in borrowing base certificates[114] - The Toronto distribution center (TODC) operations are expected to move to the U.S. by the end of the first quarter of 2024, resulting in further headcount reduction[115] Operating Highlights This section summarizes key financial performance metrics for the quarter, including sales, gross profit, operating income, and net income - Net sales decreased by $28.9 million, or 5.7%, to $480.2 million in Q3 2023, primarily due to a slowdown in consumer demand, increased promotional activity, and permanent store closures[116] - Comparable retail sales decreased by 7.3% for Q3 2023[116] - Gross profit decreased by $14.8 million to $162.1 million (33.7% of net sales) in Q3 2023, reflecting higher distribution and fulfillment expenses, partially offset by lower supply chain and cotton costs[117] - Operating income decreased by $12.8 million to $45.0 million (9.4% of net sales) in Q3 2023[118] - Net income decreased by $4.4 million to $38.5 million, or $3.05 per diluted share, in Q3 2023[118] - The Company continues to focus on key strategic growth initiatives: superior product, digital transformation, alternative channels of distribution, and fleet optimization[119] - 608 stores have been closed since 2013, with plans for an additional 64 closures in Q4 2023, bringing the total for Fiscal 2023 to 86 stores and leaving approximately 530 stores entering fiscal 2024[121] SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES This section confirms no significant changes to accounting policies and lists critical accounting estimates - There have been no significant changes in accounting policies or critical accounting estimates from those described in the Company's most recent Annual Report on Form 10-K[124][126] - Critical accounting estimates include impairment of long-lived assets, indefinite-lived intangible assets, income taxes, stock-based compensation, and inventory valuation[126] RESULTS OF OPERATIONS This section provides a detailed analysis of the company's financial performance, including sales, margins, and profitability trends Selected Statements of Operations Data as a Percentage of Net Sales | Metric | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | | :------------------------------------ | :------ | :------ | :------- | :------- | | Net sales | 100.0 % | 100.0 % | 100.0 % | 100.0 % | | Cost of sales (exclusive of depreciation and amortization) | 66.3 | 65.2 | 69.8 | 65.3 | | Gross profit | 33.7 | 34.8 | 30.2 | 34.7 | | Selling, general, and administrative expenses | 21.8 | 20.9 | 28.7 | 26.4 | | Depreciation and amortization | 2.4 | 2.4 | 3.1 | 3.1 | | Asset impairment charges | 0.1 | — | 0.3 | 0.1 | | Operating income (loss) | 9.4 | 11.4 | (1.9) | 5.1 | | Interest expense, net | (1.7) | (0.8) | (1.9) | (0.7) | | Income (loss) before provision (benefit) for income taxes | 7.7 | 10.6 | (3.8) | 4.4 | | Provision (benefit) for income taxes | (0.3) | 2.2 | (1.6) | 0.5 | | Net income (loss) | 8.0 % | 8.4 % | (2.2)% | 3.9 % | - Year-To-Date 2023 net sales decreased by $104.9 million, or 8.4%, to $1.147 billion, with comparable retail sales decreasing by 8.1%[145] - Total e-commerce sales were 46.2% of net sales for Year-To-Date 2023, up from 44.0% in Year-To-Date 2022[148] - Gross margin deleveraged 450 basis points to 30.2% of net sales for Year-To-Date 2023, primarily due to lower merchandise margins from accelerated inventory liquidation, growth of the lower-margin wholesale business, and higher input/supply chain costs[149] - Operating income (loss) decreased by $85.3 million to a loss of $(22.0) million for Year-To-Date 2023, with operating margin deleveraging 700 basis points to (1.9)%[154] - Net income (loss) decreased by $75.1 million to a loss of $(25.7) million, or $(2.06) per diluted share, for Year-To-Date 2023[157] LIQUIDITY AND CAPITAL RESOURCES This section discusses the company's working capital, total liquidity, cash flow activities, and anticipated capital expenditures - Working capital deficit increased to $108.4 million at October 28, 2023, from $18.9 million at October 29, 2022, reflecting decreased inventory and cash, and increased ABL borrowings[161] - Total liquidity as of October 28, 2023, was $42.1 million, comprising $28.6 million of availability under the ABL Credit Facility and $13.5 million of cash on hand[162] - Net cash used in operating activities was $42.6 million for Year-To-Date 2023, primarily due to lower inventory and losses incurred[175] - Net cash provided by financing activities was $64.0 million for Year-To-Date 2023, primarily driven by net borrowings under the ABL Credit Facility[177] - Anticipated capital expenditures for Fiscal 2023 are in the range of $25 million to $30 million, focused on distribution center expansion, digital initiatives, and fulfillment capabilities[178] Item 3. Quantitative and Qualitative Disclosures About Market Risk. This section discusses the Company's exposure to market risks, primarily related to interest rate fluctuations on borrowings and currency rate movements on non-U.S. dollar denominated assets, liabilities, income, and expenses Cash and Cash Equivalents This section addresses the impact of interest rate changes on the fair values of cash and cash equivalents - Cash and cash equivalents are invested in short-term financial instruments, so changes in interest rates would not materially affect their fair values[181] Interest Rates This section discusses the company's exposure to floating interest rates on its debt facilities and the potential impact of rate changes - The ABL Credit Facility and Term Loan bear floating interest rates (prime or SOFR plus a spread)[182][183] - A 10% change in the prime rate or SOFR would not have a material impact on the Company's interest expense[182][183] Assets and Liabilities of Foreign Subsidiaries This section details the net assets held in foreign subsidiaries and the sensitivity to foreign currency exchange rate fluctuations - Net assets in Canada and Hong Kong amounted to $26.6 million as of October 28, 2023[184] - A 10% increase or decrease in Canadian and Hong Kong foreign currency exchange rates would increase or decrease the corresponding net investment by $2.7 million[184] - The Company held $6.1 million of cash and cash equivalents in foreign subsidiaries as of October 28, 2023[185] Foreign Operations This section describes the company's exposure to foreign currency exchange rate risks related to international revenues, expenses, and merchandise imports - The Company has exchange rate exposure primarily with respect to Canadian dollars for certain revenues and expenses[186] - A 10% change in foreign currency exchange rates would impact Q3 2023 net sales by approximately $8.9 million and total costs and expenses by approximately $11.1 million[186] - The Company imports a vast majority of merchandise from foreign countries, primarily Bangladesh, Ethiopia, Cambodia, Vietnam, India, Indonesia, and China, exposing it to political, trade, financial, banking, or currency policy risks[187] Item 4. Controls and Procedures. This section details the evaluation of the Company's disclosure controls and procedures, identifying a material weakness in internal control over financial reporting related to the borrowing base calculation, and outlining the remediation plan Evaluation of Disclosure Controls and Procedures This section presents management's conclusion on the effectiveness of disclosure controls and procedures - Management concluded that the Company's disclosure controls and procedures were not effective as of October 28, 2023, due to a material weakness in internal control over financial reporting[191] Material Weakness in Internal Control This section identifies and describes a material weakness in internal control over financial reporting related to borrowing base calculations - A material weakness was identified in the operation of internal control related to the review of the borrowing base calculation for the ABL Credit Facility, leading to technical defaults that were subsequently waived[193] - This material weakness did not result in any material misstatements in financial statements or disclosures, nor changes to previously issued financial results[193] Remediation Plan This section outlines management's plan to address and remediate the identified material weakness in internal control - Management is implementing additional review procedures over the accuracy of the borrowing base calculation and expects to fully remediate the material weakness during the fourth quarter[194] Changes in Internal Control over Financial Reporting This section reports on any changes in internal control over financial reporting that materially affected or are reasonably likely to materially affect controls during the quarter - Except for the identified material weakness, there were no other changes in internal control over financial reporting that materially affected or are reasonably likely to materially affect controls during the quarter ended October 28, 2023[195] PART II — OTHER INFORMATION This section covers legal proceedings, risk factors, equity security sales, and a list of exhibits Item 1. Legal Proceedings. This section refers to the legal proceedings discussed in the notes to the consolidated financial statements and the annual report - Legal proceedings are discussed in "Note 8. Commitments and Contingencies" to the accompanying consolidated financial statements and Part I, Item 3 of the Annual Report on Form 10-K[197] Item 1A. Risk Factors. This section states that there were no material changes to the risk factors previously disclosed in the company's annual report - There were no material changes to the risk factors disclosed in Item 1A of Part I in the Annual Report on Form 10-K for the fiscal year ended January 28, 2023[198] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. This section provides an update on the company's share repurchase program and related restrictions - A $250.0 million share repurchase program was authorized in November 2021, with $157.3 million remaining availability as of October 28, 2023[199] - The Company is temporarily restricted from repurchasing any shares pursuant to the Waiver Agreement[199] Share Repurchase Activity (Third Quarter 2023) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value (in thousands) of Shares that May Yet Be Purchased Under the Plans or Programs | | :---------------- | :------------------------------- | :--------------------------- | :----------------------------------------------------------------------------- | :---------------------------------------------------------------------------------------------------- | | 7/30/23-8/26/23 | 3,597 | $28.61 | 2,064 | $157,333 | | 8/27/23-9/30/23 | — | — | — | $157,333 | | 10/1/23-10/28/23 | — | — | — | $157,333 | | Total | 3,597 | $28.61 | 2,064 | $157,333 | Item 6. Exhibits. This section lists the exhibits filed with the quarterly report, including key agreements and certifications - Exhibits filed include the Seventh Amended and Restated Bylaws, the Waiver and Amendment Agreement to the Credit Agreement, and officer certifications (pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002)[202] - The filing also includes Inline XBRL Instance Document and other XBRL taxonomy extensions[202]