Inspire Veterinary Partners(IVP) - 2024 Q1 - Quarterly Report

PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS This section presents the unaudited condensed consolidated financial statements for Inspire Veterinary Partners, Inc. for the quarter ended March 31, 2024 Unaudited Condensed Consolidated Balance Sheets | Metric | March 31, 2024 | December 31, 2023 | | :----------------------------- | :------------- | :---------------- | | Cash and cash equivalents | $69,077 | $178,961 | | Total current assets | $3,139,332 | $1,352,120 | | Total assets | $23,395,013 | $21,790,975 | | Total current liabilities | $8,451,978 | $7,581,815 | | Total liabilities | $23,125,160 | $22,579,234 | | Total stockholder's equity (deficit) | $269,853 | $(788,259) | - The company's total assets increased by approximately $1.6 million from December 31, 2023, to March 31, 2024, while total liabilities also increased by about $0.5 million. Notably, the company shifted from a stockholder's deficit of $(788,259) to a positive equity of $269,853 during this period[13] Unaudited Condensed Consolidated Statements of Operations | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------- | :-------------------------------- | :-------------------------------- | | Service revenue | $3,545,599 | $3,072,885 | | Product revenue | $1,285,968 | $1,209,630 | | Total revenue | $4,831,567 | $4,282,515 | | Total operating expenses | $7,694,072 | $5,287,454 | | Loss from operations | $(2,862,505) | $(1,004,939) | | Net loss | $(3,421,792) | $(1,538,949) | | Net loss per Class A and B common shares (Basic and diluted) | $(8.97) | $(29.20) | - Total revenue increased by 12.8% year-over-year, from $4.28 million in Q1 2023 to $4.83 million in Q1 2024. However, net loss significantly widened by 122% from $(1.54) million to $(3.42) million due to a substantial increase in operating expenses, particularly general and administrative expenses and a debt extinguishment loss[15] Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit | Metric | December 31, 2023 | March 31, 2024 | | :------------------------------------- | :------------------ | :------------- | | Total stockholder's equity (deficit) | $(788,259) | $269,853 | | Class A Common Stock (shares outstanding) | 70,421 | 742,563 | | Additional paid-in capital | $20,426,562 | $25,118,701 | | Accumulated deficit | $(21,215,257) | $(24,849,319) | - The company transitioned from a stockholder's deficit to positive equity, primarily driven by significant increases in additional paid-in capital from the issuance of Class A common stock and pre-funded warrants, despite an increase in accumulated deficit due to net losses[17][18] Unaudited Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(3,169,029) | $(309,455) | | Net cash used in investing activities | $(156,945) | $(14,002) | | Net cash provided by financing activities | $3,216,090 | $473,069 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $(109,884) | $149,612 | - Operating activities used significantly more cash in Q1 2024 ($3.17 million) compared to Q1 2023 ($0.31 million), primarily due to increased net loss and changes in working capital[21] - Financing activities provided substantial cash ($3.22 million) in Q1 2024, mainly from equity and debt issuances, offsetting the cash used in operations and investing[21][215][218] Notes to Unaudited Condensed Consolidated Financial Statements 1. Description of Business - Inspire Veterinary Partners, Inc. owns and operates 14 veterinary hospitals across 10 states, specializing in small animal general practice, with recent expansion into equine care. The company's strategy focuses on acquiring existing hospitals with strong financial track records and growth potential, leveraging a distributed leadership and support structure[22][23][24] - The company completed its IPO on August 31, 2023, raising approximately $5.4 million in net proceeds, and its Class A common shares are traded on Nasdaq under the symbol IVP[28] 2. Retrospective Adjustments - On May 8, 2024, the Company effected a 100-for-1 reverse stock split of its Class A common stock, with all financial statements retrospectively adjusted to reflect this change[29] - On October 20, 2022, the company amended its articles of incorporation to redesignate Class A common stock (formerly 25 votes/share) as Class B common stock, and Class B common stock (formerly 1 vote/share) as Class A common stock, with all financial statements retrospectively adjusted[33] 3. Significant Accounting Policies and Basis of Presentation - The financial statements are prepared on a going concern basis, but the company's recurring losses and accumulated deficit of $24,849,319 as of March 31, 2024, raise substantial doubt about its ability to continue as a going concern for the next twelve months without additional financing[34] - The company is an Emerging Growth Company and has elected to use the extended transition period for complying with new or revised accounting standards, which may result in non-comparability with other public companies[40] - Basic and diluted net loss per share are the same for all periods presented due to the existence of a net loss, making any potential dilutive securities anti-dilutive[38] 4. Property and equipment | Asset Category | March 31, 2024 | December 31, 2023 | | :----------------------- | :------------- | :---------------- | | Land | $1,983,810 | $1,839,596 | | Buildings | $4,607,874 | $4,607,874 | | Total Property and Equipment, net | $7,966,721 | $7,949,144 | - Depreciation expense for the three months ended March 31, 2024, was $139,368, an increase from $118,368 in the same period of 2023[41] 5. Goodwill and Intangible Assets | Intangible Asset | March 31, 2024 | December 31, 2023 | | :----------------------- | :------------- | :---------------- | | Client List | $2,071,000 | $2,071,000 | | Noncompete Agreement | $398,300 | $398,300 | | Trademark | $1,117,200 | $1,117,200 | | Other Intangible Assets | $45,836 | $45,836 | | Accumulated amortization | $(1,327,322) | $(1,119,308) | | Total Intangibles, net | $2,305,014 | $2,513,028 | - Amortization expense for intangible assets increased to $208,014 for Q1 2024, up from $180,124 in Q1 2023. Expected future amortization expense for the remainder of 2024 is $578,763[42][43] 6. Business acquisitions - On November 8, 2023, the Company acquired Valley Veterinary Service, Inc. for a total consideration of $1,790,000, including $800,000 cash, $400,000 in Class A common stock, and a $590,000 real estate purchase. A $200,000 holdback is contingent on former owners' employment and revenue targets[44] | Pro Forma Metric | Three Months Ended March 31, 2023 | | :----------------------- | :-------------------------------- | | Revenue | $4,723,308 | | Net Income (Loss) | $(1,488,111) | - The acquisition resulted in $533,037 in goodwill and identifiable net assets of $1,256,963, with purchase accounting still subject to revision[46] 7. Debt - The company has various debt instruments, including a Master Lending and Credit Facility with FNBD (totaling $9,141,096 as of March 31, 2024) and multiple commercial loans with FSB (totaling $5,667,674 as of March 31, 2024), primarily used for practice and real estate acquisitions[53][65] - A Merchant Cash Advance Agreement was amended on January 18, 2024, to borrow an additional $549,185, increasing the effective interest rate to 52% and resulting in a debt modification loss of $728,278[81] - A new Convertible Note Payable for $250,000 was issued on March 26, 2024, with an increasing original issue discount (OID) from 15% to 30% based on repayment timing, and a fixed conversion price of $0.03 per share[83][84][85] 8. Related Party Transactions - The company incurred $68,027 in expenses for consulting services from Blue Heron Consulting in Q1 2024, a decrease from $229,614 in Q1 2023, despite terminating the service agreement in Q4 2023[87] - Star Circle Advisory Group, owned by company directors, incurred $0 in expenses in Q1 2024, down from $99,000 in Q1 2023, following the termination of its consulting agreement in Q4 2023[90] - A warrant for 500 shares of Class A common stock was granted to CEO Kimball Carr on January 1, 2023, valued at $2,701, in consideration for his personal guaranty of company loans[91] 9. Stockholders' Equity - The company is authorized to issue 71,000,000 shares, including 1,000,000 Class A common stock (1 vote/share), 20,000,000 Class B common stock (25 votes/share, convertible to 1/100 of 1 Class A share), and 50,000,000 preferred stock[92][93][94] - On June 30, 2023, the company issued 442,458 shares of Series A Preferred Stock (12% dividend, $1,000 stated value) in exchange for Bridge Notes, with a beneficial conversion feature of $2,567,866 recognized upon IPO closing[98][101][102] 10. Retirement Plan - The company contributed and expensed $40,264 to its 401(K) retirement plan in Q1 2024, a significant increase from $4,995 in Q1 2023[103] 11. Income Taxes - The company has incurred net operating losses (NOLs) since inception and has established a full valuation allowance against its net deferred tax assets, resulting in no tax benefit reported[104][105] 12. Leases | Lease Metric | March 31, 2024 | December 31, 2023 | | :-------------------------------- | :------------- | :---------------- | | Right-of-use assets | $1,562,367 | $1,616,198 | | Operating lease liabilities (current) | $133,113 | $141,691 | | Operating lease liabilities (non-current) | $1,482,514 | $1,514,044 | | Total lease liabilities | $1,615,627 | $1,655,735 | - Total operating lease expense increased to $64,372 in Q1 2024 from $36,260 in Q1 2023. The weighted-average remaining lease term is 9.35 years with a weighted-average discount rate of 7.04% as of March 31, 2024[108] | Fiscal Year | Operating Leases (Undiscounted Cash Flows) | | :---------------- | :----------------------------------------- | | Remainder of 2024 | $181,811 | | 2025 | $230,198 | | 2026 | $231,959 | | 2027 | $233,619 | | 2028 | $238,078 | | Thereafter | $1,100,287 | | Total | $2,215,952 | 13. Commitments and Contingencies - The company entered into a common stock purchase agreement on November 30, 2023, committing an investor to purchase up to $30 million of Class A common stock at 95% of the lowest daily volume-weighted average price over three trading days, subject to certain limitations and conditions[110][111][112] - As consideration for the purchase agreement, the company issued 12,143 shares of Class A Common stock and a prefunded warrant to purchase up to 16,549 shares to the investor on February 14, 2024, without receiving any proceeds[125] - A $200,000 holdback agreement from the Valley Veterinary Services acquisition is contingent on the continued employment of former owners and the practice's gross revenue exceeding specific targets by November 8, 2025[126] 14. Subsequent Events - On May 7, 2024, the company refinanced a loan payable, borrowing an additional $518,750, which increased weekly payments to $90,229 over 48 weeks, with an effective interest rate of 49%[128] - On April 4, 2024, the company secured a new financing arrangement for $400,000, with weekly payments of $21,600 over 28 weeks, at an effective interest rate of 51%[129] 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, operational results, and future outlook, highlighting growth through acquisitions and increasing net losses Overview - Inspire Veterinary operates 14 veterinary clinics across 10 states, focusing on small animal general practice and expanding into equine care and emergency/specialty services. The company's acquisition strategy targets existing hospitals with strong financial performance and growth potential, utilizing a nationally distributed support structure[135][136][137] COVID-19 - The company acknowledges the widespread health crisis caused by COVID-19 and its potential adverse effects on economies and financial markets, but cannot predict with certainty the future impacts on its business, customers, suppliers, and vendors[139][140] Our Business Model - The company's hospitals offer comprehensive veterinary services, including preventive care, various surgical procedures, and alternative treatments like acupuncture. Growth is driven by acquisitions of small companion animal hospitals in markets with large pet populations, with recent expansion into equine care[141][142] - Future growth strategies include entering emergency care and mixed animal services, and seeking multi-unit practices to accelerate growth and provide internal benefits like case referrals and career pathing[143][147] - Risks to acquisition and integration include national staffing shortages, costs of due diligence, and challenges in achieving post-purchase revenue and earnings growth due to rising talent costs and productivity pressures[144][145] Results of Operations Acquisition and Growth Strategy - The company plans to continue acquiring general practice and specialty hospitals, and expand existing locations to include emergency care, complex surgeries, holistic care, and comprehensive diagnostics[146] - Future plans include seeking multi-unit practices with regional presence to accelerate growth and provide internal benefits such as case referrals and career pathing for clinicians[147] | Acquisition Name | Closing Date | Transaction Value | | :-------------------------------- | :----------- | :------------------ | | Kauai Veterinary Clinic | January 2021 | $1,505,000 | | Chiefland Animal Hospital | August 2021 | $564,500 | | Pets & Friends Animal Hospital | October 2021 | $630,000 | | Advanced Veterinary Care of Pasco | January 2022 | $1,014,000 | | Lytle Veterinary Clinic | March 2022 | $1,442,469 | | Southern Kern Veterinary Clinic | March 2022 | $2,000,000 | | Bartow Animal Clinic | May 2022 | $1,405,000 | | Dietz Family Pet Hospital | June 2022 | $500,000 | | Aberdeen Veterinary Clinic | July 2022 | $574,683 | | All Breed Pet Care Veterinary Clinic | August 2022 | $2,152,000 | | Pony Express Veterinary Hospital, Inc. | October 2022 | $3,108,652 | | Williamsburg Animal Clinic | December 2022 | $850,000 | | The Old 41 Animal Hospital | December 2022 | $1,465,000 | | Valley Veterinary Services | November 2023 | $1,790,000 | Comparability of Our Results of Operations | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------- | :-------------------------------- | :-------------------------------- | | Service revenue | $3,545,599 | $3,072,885 | | Product revenue | $1,285,968 | $1,209,630 | | Total revenue | $4,831,567 | $4,282,515 | | Total operating expenses | $7,694,072 | $5,287,454 | | Loss from operations | $(2,862,505) | $(1,004,939) | | Net loss | $(3,421,792) | $(1,538,949) | | Net loss per Class A and B common shares (Basic and diluted) | $(8.97) | $(29.20) | - Total revenue increased by 12.8% YoY, from $4.28 million in Q1 2023 to $4.83 million in Q1 2024. However, net loss significantly increased by 122% YoY, from $(1.54) million to $(3.42) million, primarily due to a substantial rise in operating expenses[166] Revenue | Revenue Category | March 31, 2024 | March 31, 2023 | $ Change | % Change | | :----------------- | :------------- | :------------- | :------- | :------- | | Service Revenue | $3,545,599 | $3,072,885 | $472,714 | 15% | | Product Revenue | $1,285,968 | $1,209,630 | $76,338 | 6% | | Total Revenue | $4,831,567 | $4,282,515 | $549,052 | 13% | - Service revenue increased by 15% to $3,545,599, driven by a new acquisition in Q4 2023 and growth in six existing hospitals. Product revenue increased by 6% to $1,285,968, also primarily due to the Q4 2023 acquisition[173][174] - The company aims for 70-80% of gross revenue from services to protect against disruption from non-veterinary channels, using metrics like Revenue Per Patient Per day (RPP) and Average Patient Charge (APC) to ensure comprehensive and profitable care delivery[169][170][172] Cost of service revenue (exclusive of depreciation and amortization) - Cost of service revenue increased by $401,244, or 17%, to $2,709,147 in Q1 2024, primarily due to the acquisition of Valley Veterinary animal hospital and increased payroll costs[175] Cost of product revenue (exclusive of depreciation and amortization) - Cost of product revenue increased by $136,707, or 16%, to $1,016,107 in Q1 2024, mainly driven by the Valley Veterinary acquisition, higher payroll costs, and increased product costs[176] General and Administrative Expense - General and administrative expenses increased significantly by $1,071,684, or 59%, to $2,873,343 in Q1 2024, primarily due to expenses from newly acquired animal hospitals and new IR agency and consulting contracts[177] Depreciation and Amortization Expense - Depreciation and amortization expenses rose by $68,705, or 23%, to $367,197 in Q1 2024, mainly due to the acquisition of depreciable or amortizable assets from new animal hospitals and clinics[178] Other Expense - Other expenses increased by $25,277, or 5%, to $559,289 in Q1 2024, primarily driven by increased interest expenses from bank loans and other indebtedness used to finance acquisitions[179] Net Loss - Net loss increased by $1,882,843, or 122%, to $3,421,792 in Q1 2024, mainly attributable to higher operating expenses from animal hospitals, public raise costs, and new consulting agreements for customer outreach and operations[180] Liquidity and Capital Resources - The company has an accumulated deficit of $24,972,894 as of March 31, 2024, and used $3,169,029 in cash from operations during Q1 2024, raising substantial doubt about its ability to continue as a going concern without additional financing[181][184] - Primary short-term cash requirements include working capital, lease obligations, and short-term debt, while long-term needs are for debt service, acquisitions, and facility/equipment investments[182] - The company plans to seek additional funding through debt or equity financing and is currently in compliance with all covenants and restrictions associated with its debt agreements[184][186][187] Master Lending and Credit Facility - The company has a Master Lending and Credit Facility (MLOCA) with FNBD, initially providing a $2 million revolving credit and an $8 million closed-end line for practice acquisitions, with specific equity contribution requirements (15% of purchase price)[188] - The MLOCA was amended on August 18, 2022, converting the revolving line to a closed-end draw note maturing on August 18, 2024, with an interest rate of 5.25% for the first five years[191] | Acquisition | Maturity | Interest Rate | March 31, 2024 Balance | | :---------- | :------- | :------------ | :--------------------- | | CAH | 12/27/41 | 3.98% | $235,150 | | Pasco | 1/14/32 | 3.98% | $804,374 | | Valley Vet | 11/8/33 | 5.25% | $850,000 | | Total FNBD Notes Payable | | | $9,141,096 | FSB Commercial Loans - The company has multiple commercial loans with First Southern National Bank (FSB), including three from the Kauai Veterinary Clinic acquisition (January 2021) and five from the Pony Express and Old 41 Practice acquisitions (October/December 2022)[194][197][200] - These loans have fixed interest rates ranging from 4.35% to 8.5% and varying maturity dates, with all FSB commercial loans guaranteed by the CEO and COO[194][202] | Acquisition | Maturity | Interest Rate | March 31, 2024 Balance | | :---------- | :------- | :------------ | :--------------------- | | KVC | 2/25/41 | 4.35% | $987,082 | | Pony Express | 10/31/25 | 5.97% | $1,861,227 | | Old 41 | 12/16/25 | 6.5% | $508,385 | | Valley Vet | 11/8/2024 | 8.5% | $375,000 | | Total FSNB Notes Payable | | | $5,667,674 | Loan Payable - The company's Merchant Cash Advance Agreement was amended on January 18, 2024, to borrow an additional $549,185, increasing weekly payments to $86,214 over 43 weeks and raising the effective interest rate to 52%[207] - This refinancing resulted in a loss on debt modification of $728,278. The loan is secured by virtually all company assets, with a first security interest in accounts receivable, and is guaranteed by the CEO[207][208] - During Q1 2024, the company amortized $379,313 of original issue discount (OID) and issuance costs and made $1,032,540 in payments on the loan payable[208] Convertible Note Payable - On March 26, 2024, Inspire Veterinary issued a $250,000 Increasing OID Senior Note (Convertible Note Payable) with a maturity date of December 26, 2024, or earlier upon a capital raise[209] - The note features an original issue discount (OID) that increases from 15% to 30% based on the repayment timeline and is convertible into common stock at a fixed conversion price of $0.03 per share[210][211] - Default provisions include a 20% increase in face value (to a 50% OID) and a conversion price at the lower of the fixed price or a 20% discount to a 3-day volume-weighted average price[212] Cash Flows for The Three Months Ended March 31, 2024 and 2023 | Cash Flow Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(3,169,029) | $(309,455) | | Net cash used in investing activities | $(156,945) | $(14,002) | | Net cash provided by financing activities | $3,216,090 | $473,069 | | Net increase (decrease) in cash and cash equivalents | $(109,884) | $149,612 | - Operating activities used $3.17 million in Q1 2024, a significant increase from $0.31 million in Q1 2023, primarily due to a higher net loss and changes in working capital[215][216] - Financing activities provided $3.22 million in Q1 2024, mainly from the issuance of Class A common stock, pre-funded warrants, and proceeds from loan and convertible notes, offsetting the cash used in operations and investing[218] Critical Accounting Policies and Significant Judgments and Estimates Acquisitions - The company accounts for business acquisitions by allocating the purchase consideration to acquired assets and liabilities at fair value, with any excess recorded as goodwill. Adjustments to purchase price allocation can be made within a 12-month measurement period if new information emerges[221] Goodwill - Goodwill, representing the excess of acquisition cost over net assets, is not amortized but is tested for impairment annually or when events indicate its fair value may be below carrying amount. A qualitative assessment may precede a quantitative impairment test[222][223] Intangible Assets - Intangible assets, including client lists, trademarks, and non-compete agreements, are amortized over a 5-year term using the straight-line method and evaluated for impairment annually[224] - The Multi-Period Excess Earnings Method (MPEEM) is used to determine the fair value of client lists, with significant assumptions including a 15-year useful life, a 19.6% discount rate, and a 74.0% customer retention rate[225][229] | Asset Category | March 31, 2024 | | :----------------------- | :------------- | | Client List | $2,071,000 | | Noncompete Agreement | $398,300 | | Trademark | $1,117,200 | | Other Intangible Assets | $45,836 | | Goodwill | $8,147,590 | | Total | $11,779,926 | Off-Balance Sheet Arrangements - The company does not have any off-balance sheet arrangements[228] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section discusses the company's exposure to market risks, primarily focusing on interest rate fluctuations and inflation, and assesses their potential impact on financial position Interest Rate Risk - The company is exposed to interest rate fluctuations due to its credit facilities bearing floating rates, with net borrowings of $14,692,230 as of March 31, 2024. However, this exposure is considered minimal as term loans have fixed rates for the initial five years[231] - Rising interest rates pose a risk of more expensive loans, which could negatively impact the valuation and profitability of acquired hospitals[232] Inflation Risk - The company believes inflation has not had a material effect on its business, financial condition, or results of operations. However, significant inflationary pressures on costs could harm the business if not offset by price increases[233] ITEM 4. CONTROLS AND PROCEDURES This section details the evaluation of the company's disclosure controls and procedures and reports on any changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures - As of March 31, 2024, management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective in providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[234] - Management acknowledges that no control system can prevent all error and fraud, providing only reasonable, not absolute, assurance[235] Changes in Internal Control over Financial Reporting - There were no changes in the company's internal controls over financial reporting during the quarter ended March 31, 2024, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting[236] PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS This section confirms the absence of any active or pending legal proceedings involving the company, its directors, officers, affiliates, or beneficial shareholders - The company is not aware of any active or pending legal proceedings against it, nor is it involved as a plaintiff in any litigation. No directors, officers, affiliates, or beneficial shareholders are adverse parties or have material adverse interests[238] ITEM 1A. RISK FACTORS As a smaller reporting company, Inspire Veterinary Partners, Inc. is not required to provide specific risk factor disclosures under this item - The company is a smaller reporting company and is not required to provide risk factor information under this item[239] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This section details the issuance of Underwriter Warrants in connection with the company's initial public offering, outlining their terms, exercise conditions, and transfer restrictions - In connection with its IPO, the company issued Underwriter Warrants to Spartan Capital Securities, LLC, exercisable for up to 5% of Class A common stock sold in the IPO at $5.50 per share, 180 days after the effective date of the registration statement[240] - The Underwriter Warrants are subject to a 180-day lock-up period and include 'piggy-back' registration rights for seven years. The exercise price and number of shares are subject to adjustment under certain corporate events[240] ITEM 3. DEFAULTS UPON SENIOR SECURITIES This section states that there have been no defaults upon senior securities - There were no defaults upon senior securities during the reported period[241] ITEM 4. MINE SAFETY DISCLOSURE This item is not applicable to the company - Mine Safety Disclosure is not applicable to the company[242] ITEM 5. OTHER INFORMATION This section provides information on Rule 10b5-1 trading arrangements and reports the departure of the Chief Operating Officer - None of the company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended March 31, 2024[243] - On November 14, 2023, Charles Stith Keiser resigned as Chief Operating Officer, effective immediately, but continues to serve as a member of the Board of Directors. His resignation was not due to any disagreement with the company[244] ITEM 6. EXHIBITS This section lists all exhibits filed as part of the Form 10-Q, including certifications and XBRL documents - The exhibits include Rule 13a-14(a)/15d-14(a) Certifications from the Principal Executive Officer and Principal Financial and Accounting Officer, Section 906 Certifications, and various Inline XBRL Taxonomy Extension Documents[245] SIGNATURES