PROS(PRO) - 2023 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the company's interim condensed consolidated financial statements and management's discussion and analysis of financial performance Item 1. Interim Condensed Consolidated Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of comprehensive loss, cash flows, and stockholders' (deficit) equity, along with detailed notes explaining the company's financial position, performance, and significant accounting policies for the periods ended September 30, 2023 Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity as of September 30, 2023, and December 31, 2022 Key Balance Sheet Data (in thousands) | Metric | September 30, 2023 | December 31, 2022 | | :----------------------------------- | :------------------- | :------------------ | | Total Assets | $431,854 | $452,952 | | Cash and Cash Equivalents | $159,080 | $203,627 | | Total Liabilities | $486,732 | $488,425 | | Total Stockholders' (Deficit) Equity | $(54,878) | $(35,473) | | Current Portion of Convertible Debt | $21,635 | — | | Derivative Asset, Noncurrent | $22,260 | — | Condensed Consolidated Statements of Comprehensive Loss This section presents the company's revenue, expenses, and net loss for the three and nine months ended September 30, 2023 and 2022 Revenue Performance (in thousands) | Category | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Change ($) | Change (%) | | :-------------------------------- | :------------------------------ | :------------------------------ | :--------- | :--------- | | Subscription | $59,987 | $51,763 | $8,224 | 16% | | Maintenance and support | $4,693 | $7,071 | $(2,378) | (34)% | | Services | $12,570 | $11,514 | $1,056 | 9% | | Total Revenue | $77,250 | $70,348 | $6,902 | 10% | | Category | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | Change ($) | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Subscription | $173,260 | $150,914 | $22,346 | 15% | | Maintenance and support | $15,498 | $22,175 | $(6,677) | (30)% | | Services | $37,466 | $32,113 | $5,353 | 17% | | Total Revenue | $226,224 | $205,202 | $21,022 | 10% | Net Loss and EPS (in thousands, except per share data) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | | :-------------------------- | :------------------------------ | :------------------------------ | | Net Loss | $(13,868) | $(13,853) | | Basic and Diluted EPS | $(0.30) | $(0.31) | | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------- | :----------------------------- | :----------------------------- | | Net Loss | $(46,159) | $(64,899) | | Basic and Diluted EPS | $(1.00) | $(1.44) | Condensed Consolidated Statements of Cash Flows This section details the cash inflows and outflows from operating, investing, and financing activities for the nine months ended September 30, 2023 and 2022 Cash Flow Summary (Nine Months Ended Sep 30, in thousands) | Activity | 2023 | 2022 | | :---------------------------------------- | :--------- | :--------- | | Net cash used in operating activities | $(3,967) | $(21,936) | | Net cash used in investing activities | $(2,281) | $(1,014) | | Net cash (used in) provided by financing activities | $(28,269) | $2,510 | | Net change in cash, cash equivalents and restricted cash | $(34,547) | $(20,729) | - Net cash used in operating activities significantly improved from $(21.9) million in 2022 to $(4.0) million in 2023, primarily due to increased sales, cash collections, interest income, and reduced cash operating expenses[18][81][109] - Net cash used in financing activities increased to $(28.3) million in 2023, mainly due to a $22.8 million purchase of capped call and higher tax withholding payments on stock awards[18][111] Condensed Consolidated Statements of Stockholders' (Deficit) Equity This section outlines the changes in the company's stockholders' (deficit) equity, including accumulated deficit and additional paid-in capital, for the period ended September 30, 2023 Stockholders' (Deficit) Equity Changes (in thousands) | Metric | December 31, 2022 | September 30, 2023 | | :-------------------------- | :------------------ | :------------------- | | Total Stockholders' (Deficit) Equity | $(35,473) | $(54,878) | | Accumulated Deficit | $(590,898) | $(637,057) | | Additional Paid-In Capital | $590,475 | $617,402 | - The accumulated deficit increased from $(590.9) million to $(637.1) million, reflecting the net loss incurred during the period[23] - Additional paid-in capital increased by $26.9 million, primarily driven by noncash share-based compensation and proceeds from employee stock plans[23] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the interim condensed consolidated financial statements, covering significant accounting policies and specific financial items Note 1. Organization and Nature of Operations This note describes PROS Holdings, Inc.'s business, its AI-powered solutions, and the markets it serves - PROS Holdings, Inc. provides AI-powered solutions to optimize shopping and selling experiences for B2B and B2C companies, leveraging artificial intelligence, self-learning, and automation[26] - The company's solutions cover selling, pricing, revenue optimization, distribution, retail, and digital offer marketing, enabling personalized experiences across various sales channels[26] Note 2. Summary of Significant Accounting Policies This note outlines the key accounting principles and policies used in preparing the unaudited condensed consolidated financial statements - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial reporting and SEC regulations[27] - No material changes in significant accounting policies were reported compared to the Annual Report on Form 10-K for the fiscal year ended December 31, 2022[29] Fair Value of Treasury Money Market Funds (in millions) | Date | Amount | | :----------------- | :------- | | September 30, 2023 | $149.7 | | December 31, 2022 | $168.1 | - Amortization expense for deferred sales commissions was $1.4 million for Q3 2023 and $4.4 million for YTD Q3 2023[35] - No impairment charges on long-lived assets were recorded for the three and nine months ended September 30, 2023, compared to $1.6 million in the prior year period[37] Note 3. Deferred Revenue and Performance Obligations This note provides details on revenue recognized from deferred balances and the company's remaining performance obligations Revenue Recognized from Deferred Balances (in millions) | Period | 2023 | 2022 | | :-------------------------------- | :----- | :----- | | Three Months Ended September 30 | $52.5 | $46.0 | | Nine Months Ended September 30 | $100.7 | $86.4 | - As of September 30, 2023, remaining performance obligations totaled approximately $403.9 million, with $199.0 million expected to be recognized over the next 12 months[40] Note 4. Disaggregation of Revenue This note breaks down the company's total revenue by geographic region for the reported periods Revenue by Geography (Three Months Ended Sep 30, in thousands) | Region | 2023 Revenue | 2023 Percent | 2022 Revenue | 2022 Percent | | :--------------------- | :----------- | :----------- | :----------- | :----------- | | United States of America | $26,925 | 35% | $24,952 | 35% | | Europe | $25,691 | 33% | $20,816 | 30% | | The rest of the world | $24,634 | 32% | $24,580 | 35% | | Total Revenue | $77,250 | 100% | $70,348 | 100% | Revenue by Geography (Nine Months Ended Sep 30, in thousands) | Region | 2023 Revenue | 2023 Percent | 2022 Revenue | 2022 Percent | | :--------------------- | :----------- | :----------- | :----------- | :----------- | | United States of America | $80,381 | 36% | $72,054 | 35% | | Europe | $73,388 | 32% | $62,504 | 31% | | The rest of the world | $72,455 | 32% | $70,644 | 34% | | Total Revenue | $226,224 | 100% | $205,202 | 100% | Note 5. Leases This note details the company's operating lease arrangements, including types of leased assets, lease terms, and associated cash payments - The company holds operating leases for data centers, computer infrastructure, corporate offices, and equipment, with terms ranging from 1 to 10 years[43] Cash Paid for Operating Lease Liabilities (in thousands) | Period | 2023 | 2022 | | :-------------------------------- | :----- | :----- | | Three Months Ended September 30 | $1,859 | $2,175 | | Nine Months Ended September 30 | $5,767 | $6,370 | - Total operating lease liabilities as of September 30, 2023, amounted to $29.8 million[46] Note 6. Earnings per Share This note presents the basic and diluted loss per share and explains the treatment of potential common shares in the calculation Basic and Diluted Loss per Share | Period | 2023 | 2022 | | :-------------------------------- | :----- | :----- | | Three Months Ended September 30 | $(0.30) | $(0.31) | | Nine Months Ended September 30 | $(1.00) | $(1.44) | - Potential common shares from RSUs, MSUs, equity consideration, and convertible notes were excluded from diluted weighted average shares outstanding as they were antidilutive[47] Note 7. Noncash Share-based Compensation This note provides information on the company's equity incentive plan, share-based compensation expenses, and unrecognized compensation costs - The 2017 Equity Incentive Plan's authorized share limit was increased to 10,550,000 shares in May 2023, with 4,281,409 shares remaining available for issuance as of September 30, 2023[48] Share-based Compensation Expense (in thousands) | Category | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Cost of revenue | $1,033 | $1,050 | $2,850 | $2,881 | | Selling and marketing | $2,992 | $2,897 | $9,023 | $9,413 | | Research and development | $2,817 | $2,995 | $7,840 | $9,607 | | General and administrative | $4,091 | $3,684 | $11,876 | $10,716 | | Total | $10,933 | $10,626 | $31,589 | $32,617 | - Unrecognized compensation costs related to share-based arrangements totaled an estimated $79.5 million, to be recognized over a weighted average period of 2.6 years[51] Note 8. Convertible Senior Notes This note details the company's convertible senior notes, including their principal balances, interest rates, and recent exchange transactions Convertible Senior Notes Summary (as of Sep 30, 2023, in thousands) | Note Type | Date of Issuance | Unpaid Principal Balance | Contractual Interest Rate | | :-------------------------------- | :--------------- | :----------------------- | :------------------------ | | 2024 Notes | May 2019 | $21,713 | 1% | | 2024 Notes (subject to exchange) | May 2019 | $122,037 | 1% | | 2027 Notes | September 2020 | $150,000 | 2.25% | | Total Notes | | $293,750 | | - An exchange of $122.0 million of 2024 Notes for 2027 Notes was initiated on August 23, 2023, resulting in a $1.8 million loss on debt extinguishment[57][58] - A derivative loss of $3.8 million was recorded for the embedded derivative feature related to the variability in the principal amount of the 2027 Notes issued in the exchange[59] - The fair value of the Notes in aggregate was $296.3 million as of September 30, 2023, up from $263.7 million at December 31, 2022[61] - An Additional Capped Call transaction was entered into in August 2023, initially recorded as a $22.8 million noncurrent derivative asset, with a $0.5 million derivative loss for Q3 2023[64][65] Note 9. Credit Facility This note describes the company's secured credit agreement, including the revolving line of credit, minimum cash balance requirements, and compliance with covenants - The company entered into a three-year secured credit agreement in July 2023, providing a revolving line of credit up to $50.0 million[66] - The Credit Agreement requires maintaining a minimum cash balance of $10.0 million with the administrative agent, which is included in restricted cash[67] - As of September 30, 2023, there were no outstanding borrowings under the Credit Agreement, and the company was in compliance with all financial covenants[68] Note 10. Commitments and Contingencies This note addresses the company's legal proceedings and significant purchase commitments as of the reporting date - The company is not currently involved in any outstanding litigation that is expected to have a material adverse effect on its business or financial condition[69] - A remaining purchase commitment of $3.5 million for software support services exists as of September 30, 2023, expiring in March 2027[70] Note 11. Severance and Other Related Costs This note details the severance, employee benefits, and related costs incurred due to organizational changes during the period - The company incurred $3.6 million in severance, employee benefits, and related costs during the nine months ended September 30, 2023, due to organizational changes[71] - Cash payments for these costs totaled $3.9 million for the nine months ended September 30, 2023[71] Note 12. Other (Expense) Income, Net This note provides a breakdown of non-operating income and expenses, including interest income, foreign currency fluctuations, and derivative losses Other (Expense) Income, Net (in thousands) | Category | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Interest income, net | $2,086 | $891 | $5,867 | $889 | | Foreign currency (loss) gain, net | $(238) | $(7) | $(700) | $(514) | | Loss on derivatives | $(4,343) | — | $(4,343) | — | | Loss on debt extinguishment | $(1,779) | — | $(1,779) | — | | Gain on equity investment | — | $3,308 | — | $3,308 | | Other | $(14) | $(34) | $(91) | $55 | | Total | $(4,288) | $4,158 | $(1,046) | $3,738 | - The shift from net income to net expense was primarily driven by a $4.3 million derivative loss and a $1.8 million loss on debt extinguishment related to the convertible notes exchange, partially offset by higher interest income[101] Note 13. Subsequent Event This note discloses significant events that occurred after the reporting period, specifically the settlement of convertible notes exchange - On October 10, 2023, the company settled the exchange of $122.0 million aggregate principal amount of its 2024 Notes for $116.8 million aggregate principal amount of newly issued 2027 Notes[75] - Following the exchange, $21.7 million of 2024 Notes and $266.8 million of 2027 Notes remain outstanding[75] - The deferred premium on the Additional Capped Call was settled at a final value of $22.2 million[75] 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 for the three and nine months ended September 30, 2023, discussing key financial highlights, factors affecting performance, and liquidity Q3 2023 Financial Overview This section summarizes the company's key financial performance metrics for the third quarter and year-to-date periods of 2023 - Subscription revenue increased by 16% for Q3 2023 and 15% for the nine months ended September 30, 2023, compared to the same periods in 2022[79] - Total revenue grew by 10% for both the three and nine months ended September 30, 2023[79] - Recurring revenue constituted 84% of total revenue for Q3 2023 and 83% for the nine months ended September 30, 2023[80] - Cash used in operating activities improved significantly from $(21.9) million in the nine months ended September 30, 2022, to $(4.0) million in the same period of 2023[81] Free Cash Flow (in thousands) | Period | 2023 | 2022 | | :-------------------------------- | :----- | :----- | | Three Months Ended September 30 | $8,494 | $(9,067) | | Nine Months Ended September 30 | $(2,265) | $(22,781) | Factors Affecting Our Performance This section discusses macroeconomic conditions, strategic priorities, industry trends, and technological advancements influencing the company's financial results - The company operates in a complex macroeconomic environment, but pricing volatility and inflation are catalysts for demand for its price optimization and management solutions[84][85] - A strategic priority is profitable growth through disciplined investment, aiming to decrease product development, sales and marketing, and general and administrative expenses as a percentage of total revenues[86] - The travel industry, particularly airlines, continues to recover, driving increased technology investments, especially in direct booking channels[86] - Mainstream interest in generative AI is increasing focus on business applications leveraging AI, with PROS's solutions already powered by 4th generation AI[86] - Ongoing customer migrations from on-premises to cloud solutions are expected to lead to a decline in maintenance and support revenue and an increase in subscription revenue[86] Results of Operations This section analyzes the company's revenue, cost of revenue, gross profit, and operating expenses for the reported periods Revenue Mix and Gross Profit Percentage | Metric | Q3 2023 | Q3 2022 | YTD Q3 2023 | YTD Q3 2022 | | :-------------------------------- | :------ | :------ | :---------- | :---------- | | Subscription Revenue % of Total | 78% | 74% | 77% | 74% | | Maintenance & Support Revenue % of Total | 6% | 10% | 7% | 11% | | Gross Profit % | 63% | 61% | 62% | 60% | Revenue This section analyzes the performance of subscription, maintenance and support, and services revenue streams - Subscription revenue increased by 16% (Q3) and 15% (YTD Q3) due to growth in new and existing customer contracts[88] - Maintenance and support revenue decreased by 34% (Q3) and 30% (YTD Q3) primarily due to customer migrations to cloud solutions and, to a lesser extent, customer churn[89] - Services revenue increased by 9% (Q3) and 17% (YTD Q3) driven by higher sales of professional services related to subscription contracts and follow-on services[90] Cost of Revenue and Gross Profit This section examines the cost of revenue and gross profit percentages across subscription, maintenance and support, and services segments - Subscription gross profit percentages improved to 76% (Q3 2023) and 75% (YTD Q3 2023) from 73% in both prior periods[93] - Maintenance and support gross profit percentages decreased to 62% (Q3 and YTD Q3 2023) from 72% in prior periods, mainly due to lower revenue and relatively fixed costs[94] - Services gross profit percentages improved to 3% (Q3 2023) from (3)% (Q3 2022) and to (1)% (YTD Q3 2023) from (9)% (YTD Q3 2022), driven by increased revenue and greater efficiencies[95] Operating Expenses This section analyzes changes in selling and marketing, research and development, and general and administrative expenses - Selling and marketing expenses decreased by 9% in Q3 2023, primarily due to reduced events, employee-related costs, and intangible asset amortization[96] - Research and development expenses decreased by 5% (Q3) and 7% (YTD Q3) due to prior organizational changes, reduced use of contracted resources, and lower noncash share-based compensation[97] - General and administrative expenses increased by 5% (Q3) and 1% (YTD Q3) due to higher employee-related expenses, including share-based compensation, and professional fees[98] - No impairment of fixed assets was recorded in 2023, compared to a $1.6 million charge in the nine months ended September 30, 2022[99] Non-operating Expenses This section discusses convertible debt interest, amortization, and other non-operating income and expenses - Convertible debt interest and amortization remained relatively stable[100] - Other (expense) income, net, shifted from income to expense, primarily due to a $4.3 million derivative loss and a $1.8 million loss on debt extinguishment related to the convertible notes exchange, partially offset by higher interest income[101] Income Tax Provision This section details the income tax provision and effective tax rate for the reported periods - The income tax provision decreased by 5% in Q3 2023 and 32% in YTD Q3 2023[102] - The effective tax rate was (1.8)% for Q3 2023 and (1.0)% for YTD Q3 2023, primarily influenced by valuation allowances on deferred tax assets and foreign income/withholding taxes[103] Liquidity and Capital Resources This section assesses the company's cash position, working capital, and ability to meet its financial obligations through operating, investing, and financing activities Liquidity Position (in millions) | Metric | September 30, 2023 | December 31, 2022 | | :-------------------------------- | :----------------- | :------------------ | | Cash, Cash Equivalents and Unrestricted Cash | $159.1 | $203.6 | | Working Capital | $42.5 | $106.3 | - Principal sources of liquidity include cash and cash equivalents, operating cash flows, and potential borrowings under the $50.0 million Credit Agreement[106] - Management believes existing liquidity, including future operating cash flows and the Credit Agreement, will be adequate to meet operational requirements and debt obligations for the next twelve months[107] Operating Activities This section analyzes the net cash flow generated from or used in the company's core business operations - Net cash used in operating activities improved to $(4.0) million for the nine months ended September 30, 2023, from $(21.9) million in the prior year, driven by increased sales, cash collections, interest income, and reduced cash operating expenses[109] Investing Activities This section details the cash flows related to the acquisition and disposal of long-term assets and investments - Net cash used in investing activities increased to $(2.3) million for the nine months ended September 30, 2023, primarily due to higher capital expenditures, including a third-party software license renewal[110] Financing Activities This section outlines cash flows from debt, equity, and dividend transactions - Net cash used in financing activities was $(28.3) million for the nine months ended September 30, 2023, a significant increase from $2.5 million provided in the prior year, mainly due to a $22.8 million purchase of capped call and higher tax withholding payments on stock awards[111] Off-Balance Sheet Arrangements This section confirms the absence of material off-balance sheet arrangements that could impact the company's financial position - The company does not have any material off-balance sheet arrangements that would significantly affect its financial condition or results of operations[112] Contractual Obligations and Commitments This section discusses any material changes to contractual obligations and commitments, including covenants under the Credit Agreement - No material changes to contractual obligations and commitments were reported other than those described in Note 10[114] - The Credit Agreement includes affirmative and negative covenants, with financial covenants becoming effective if liquidity falls below a certain level[115] Recent Accounting Pronouncements This section confirms that no significant recent accounting pronouncements have materially impacted the company - There have been no significant recent accounting pronouncements or changes during the nine months ended September 30, 2023, that are of significance or potential significance to the company[38][116] Critical Accounting Policies and Estimates This section highlights the significant estimates and assumptions inherent in the preparation of the financial statements - The preparation of financial statements requires significant estimates and assumptions affecting reported amounts, including those for receivables, credit losses, leases, asset useful lives, income taxes, and stock awards[117] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section outlines the company's exposure to market risks, specifically foreign currency exchange risk and interest rate risk, and its current strategies for managing these exposures Foreign Currency Exchange Risk This section discusses the company's exposure to foreign currency fluctuations from international operations and contracts - The company is exposed to foreign currency exchange risk from foreign-denominated contracts and operations in countries like France, the United Kingdom, and Germany[119] - A hypothetical 10% adverse change in exchange rates would result in an approximate $0.8 million loss on foreign denominated receivables[119] - The company currently does not use derivative financial instruments to mitigate foreign currency exchange risks but may consider them in the future[120] Interest Rate Risk This section addresses the company's exposure to interest rate changes, particularly concerning its variable-rate credit facility and fixed-rate convertible notes - The company is exposed to market risk from changes in interest rates related to the variable interest rate on borrowings under its Credit Agreement, though no borrowings were outstanding as of September 30, 2023[121] - The 2027 and 2024 Notes are fixed-rate instruments, meaning results of operations are not subject to interest rate fluctuations, but their fair values are exposed to interest rate risk[122] Item 4. Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures and reports on any changes in internal control over financial reporting Disclosure Controls and Procedures This section confirms management's conclusion on the effectiveness of the company's disclosure controls and procedures - Management, with the participation of the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2023[124] Changes in Internal Control over Financial Reporting This section reports on the absence of material changes in internal control over financial reporting during the quarter - There have been no material changes in internal control over financial reporting during the three months ended September 30, 2023[125] PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and other disclosures Item 1. Legal Proceedings This section states that the company is not currently involved in any legal proceedings or claims that are expected to have a material adverse effect on its business, financial condition, results of operations, or cash flows - The company is not currently aware of any legal proceedings or claims that are believed to have a material adverse effect on its business or financial results[126] Item 1A. Risk Factors This section highlights the risks associated with the company's indebtedness, including convertible notes and potential borrowings under its credit agreement, and their potential adverse impact on financial condition and cash flows - The company's indebtedness from convertible notes (2027 Notes: $150.0 million outstanding; 2024 Notes: $143.8 million outstanding as of Sep 30, 2023) and potential Credit Agreement borrowings may adversely affect its financial condition and cash flows[128][129][130][131] - Post-exchange (October 10, 2023), $266.8 million of 2027 Notes and $21.7 million of 2024 Notes remain outstanding[128][129] - Failure to comply with debt covenants or repay debt could lead to default and acceleration of repayment obligations, impacting the ability to obtain future financing[131] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports on the company's share repurchase authorization and confirms no common stock repurchases were made during the three months ended September 30, 2023 - The company has an ongoing authorization to repurchase up to $15.0 million in common stock, with $10.0 million remaining available as of September 30, 2023[132] - No purchases of common stock were made under the repurchase program during the three months ended September 30, 2023[132] Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities during the reporting period - No defaults upon senior securities were reported[134] Item 4. Mine Safety Disclosure This section indicates that there is no mine safety disclosure required for the company - No mine safety disclosure is applicable or required[135] Item 5. Other Information This section discloses the adoption of Rule 10b5-1 trading plans by certain directors and executive officers during the third quarter of 2023 Securities Trading Plans of Directors and Executive Officers This section details the Rule 10b5-1 trading plans adopted by various directors and executive officers - Leland Jourdan (Director) adopted a Rule 10b5-1 trading plan on August 1, 2023, to sell up to 2,162 shares for tax obligations[136] - Scott Cook (Chief Accounting Officer) adopted a Rule 10b5-1 trading plan on August 10, 2023, to sell up to 12,000 shares[137] - Stefan Schulz (Chief Financial Officer) adopted a Rule 10b5-1 trading plan on August 11, 2023, to sell up to 64,000 shares[138] - Andres Reiner (Chief Executive Officer) adopted a Rule 10b5-1 trading plan on August 30, 2023, to sell up to 200,000 shares[139] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including various certifications and XBRL documents - The report includes certifications from the Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1)[141] - XBRL Instance Document and Taxonomy Extension Documents are provided as exhibits (Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE)[141] Signatures This section contains the formal signatures of the company's principal executive and financial officers, certifying the report - The report was signed on October 31, 2023, by Andres Reiner, President and Chief Executive Officer, and Stefan Schulz, Executive Vice President and Chief Financial Officer[147]