Unisys(UIS) - 2023 Q2 - Quarterly Report

Information Concerning Forward-Looking Statements Forward-Looking Statements Disclaimer This section serves as a cautionary note regarding forward-looking statements within the report, emphasizing that actual results may differ materially from management's expectations due to various factors. The company assumes no obligation to update these statements - Forward-looking statements are based on management's current expectations, assumptions, and beliefs, and actual results may differ materially[8] - The company assumes no obligation to update any forward-looking statement to reflect events or circumstances that occur after the statement's date[8] - Key risk factors that could cause actual results to differ include implementation of business strategy, significant underfunded pension obligations, and general business risks such as revenue growth, competition, technological innovation, client retention, contract profitability, cybersecurity, and internal control weaknesses[9][10][12] PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements (Unaudited) This section presents the unaudited consolidated financial statements for Unisys Corporation, including statements of income (loss), comprehensive income (loss), balance sheets, cash flows, and equity (deficit), along with detailed notes explaining the basis of presentation, significant accounting policies, and specific financial items Consolidated Statements of Income (Loss) | Metric | Three Months Ended June 30, 2023 (Millions) | Three Months Ended June 30, 2022 (Millions) | Six Months Ended June 30, 2023 (Millions) | Six Months Ended June 30, 2022 (Millions) | | :----- | :------------------------------------------ | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Revenue | $476.8 | $515.0 | $993.2 | $961.7 | | Operating income | $0.1 | $33.7 | $50.0 | $10.2 | | (Loss) earnings before income taxes | $(24.1) | $3.5 | $(178.7) | $(49.4) | | Consolidated net loss | $(39.5) | $(16.8) | $(214.0) | $(73.8) | | Net loss attributable to Unisys Corporation | $(40.0) | $(17.1) | $(215.4) | $(74.4) | | Basic Loss per share | $(0.59) | $(0.25) | $(3.16) | $(1.10) | | Diluted Loss per share | $(0.59) | $(0.25) | $(3.16) | $(1.10) | - For the three months ended June 30, 2023, revenue decreased by 7.4% YoY, and the company reported a net loss of $40.0 million, a significant increase from $17.1 million in the prior-year period[16] - For the six months ended June 30, 2023, revenue increased by 3.3% YoY, but the net loss attributable to Unisys Corporation widened substantially to $215.4 million from $74.4 million, primarily due to a U.S. pension plan settlement loss[16] Consolidated Statements of Comprehensive Income (Loss) | Metric | Three Months Ended June 30, 2023 (Millions) | Three Months Ended June 30, 2022 (Millions) | Six Months Ended June 30, 2023 (Millions) | Six Months Ended June 30, 2022 (Millions) | | :----- | :------------------------------------------ | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Consolidated net loss | $(39.5) | $(16.8) | $(214.0) | $(73.8) | | Total other comprehensive income (loss) | $30.7 | $(7.2) | $233.4 | $32.4 | | Comprehensive (loss) income attributable to Unisys Corporation | $(9.4) | $(24.3) | $18.0 | $(40.8) | - Total other comprehensive income (loss) significantly improved for the six months ended June 30, 2023, reaching $233.4 million compared to $32.4 million in the prior-year period, driven by foreign currency translation gains and postretirement adjustments[18] Consolidated Balance Sheets | Metric | June 30, 2023 (Millions) | December 31, 2022 (Millions) | | :----- | :----------------------- | :--------------------------- | | Total current assets | $950.5 | $930.4 | | Total assets | $2,032.7 | $2,065.6 | | Total current liabilities | $641.0 | $650.5 | | Long-term debt | $488.5 | $495.7 | | Total Unisys Corporation stockholders' equity (deficit) | $11.4 | $(14.7) | | Total equity | $49.3 | $21.8 | - Total assets slightly decreased from $2,065.6 million at December 31, 2022, to $2,032.7 million at June 30, 2023. However, total Unisys Corporation stockholders' equity improved from a deficit of $14.7 million to a positive $11.4 million[20] Consolidated Statements of Cash Flows | Metric | Six Months Ended June 30, 2023 (Millions) | Six Months Ended June 30, 2022 (Millions) | | :----- | :---------------------------------------- | :---------------------------------------- | | Net cash provided by (used for) operating activities | $55.3 | $(66.7) | | Net cash used for investing activities | $(23.5) | $(74.4) | | Net cash used for financing activities | $(11.0) | $(15.0) | | Increase (decrease) in cash, cash equivalents and restricted cash | $29.5 | $(171.3) | | Cash, cash equivalents and restricted cash, end of period | $432.2 | $389.3 | - Net cash provided by operating activities significantly improved to $55.3 million for the six months ended June 30, 2023, compared to a usage of $66.7 million in the prior-year period[23] - Cash used for investing activities decreased from $74.4 million to $23.5 million, and cash used for financing activities also decreased from $15.0 million to $11.0 million[23] Consolidated Statements of Equity (Deficit) | Metric | Balance at December 31, 2022 (Millions) | Balance at June 30, 2023 (Millions) | | :----- | :-------------------------------------- | :---------------------------------- | | Total Unisys Corporation stockholders' equity (deficit) | $(14.7) | $11.4 | | Accumulated deficit | $(1,515.0) | $(1,730.4) | | Accumulated other comprehensive loss | $(3,076.0) | $(2,842.6) | - Unisys Corporation's stockholders' equity shifted from a deficit of $14.7 million at December 31, 2022, to a positive $11.4 million at June 30, 2023, despite an increase in accumulated deficit[26] - Accumulated other comprehensive loss improved from $(3,076.0) million to $(2,842.6) million, primarily due to translation adjustments and postretirement plan changes[26] Notes to Consolidated Financial Statements Note 1 - Basis of Presentation - The unaudited consolidated financial statements are prepared in accordance with SEC rules and U.S. GAAP, with certain information condensed or omitted[28] - Management makes estimates and assumptions about future events, which affect reported amounts and disclosures, and these estimates are subject to change based on economic conditions[30] Note 2 - Cost-Reduction Actions | Cost-Reduction Charges (Millions) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Net Charges | $3.5 | $3.1 | $0.7 | $6.1 | | Workforce reductions (severance) | $2.1 | $(0.3) (credit) | $2.8 | $(0.9) (credit) | | Professional fees/other expenses | $1.3 | $0.7 | $1.3 | N/A | | Net foreign currency (gains) losses | $0.1 | $1.8 | $(2.1) (credit) | $2.9 | | Asset impairments | N/A | $0.9 | N/A | $4.7 | - Net cost-reduction charges for the three months ended June 30, 2023, were $3.5 million, primarily due to workforce reductions ($2.1 million severance costs)[32] - For the six months ended June 30, 2023, net cost-reduction charges were $0.7 million, including $2.8 million for workforce reductions and a net credit of $2.1 million from foreign currency gains[34] Note 3 - Pension and Postretirement Benefits | Metric | Three Months Ended June 30, 2023 (Millions) | Three Months Ended June 30, 2022 (Millions) | Six Months Ended June 30, 2023 (Millions) | Six Months Ended June 30, 2022 (Millions) | | :----- | :------------------------------------------ | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Net periodic pension expense (income) | $10.9 | $12.9 | $204.4 | $23.5 | | Net periodic postretirement benefit income | $(0.3) | $(0.4) | $(0.6) | $(0.8) | - Net periodic pension expense for the six months ended June 30, 2023, significantly increased to $204.4 million, primarily due to a $183.2 million pre-tax settlement loss from purchasing a group annuity contract to transfer U.S. defined benefit pension obligations[37] - The company expects to make cash contributions of approximately $41 million to its international defined benefit pension plans in 2023 and $4.0 million to its postretirement benefit plan[37][40] Note 4 - Stock Compensation | Metric | Six Months Ended June 30, 2023 (Millions) | Six Months Ended June 30, 2022 (Millions) | | :----- | :---------------------------------------- | :---------------------------------------- | | Share-based compensation expense | $8.9 | $10.3 | | Aggregate weighted-average grant-date fair value of restricted stock and RSUs granted | $16.7 | $26.7 | | Unrecognized compensation cost (as of June 30, 2023) | $28.4 | N/A | - Share-based compensation expense decreased to $8.9 million for the six months ended June 30, 2023, from $10.3 million in the prior-year period[43] - As of June 30, 2023, there was $28.4 million of total unrecognized compensation cost related to outstanding restricted stock and restricted stock units, expected to be recognized over a weighted-average period of 2.0 years[46] Note 5 - Other (expense), net | Component | Three Months Ended June 30, 2023 (Millions) | Three Months Ended June 30, 2022 (Millions) | Six Months Ended June 30, 2023 (Millions) | Six Months Ended June 30, 2022 (Millions) | | :-------- | :------------------------------------------ | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Postretirement expense* | $(10.2) | $(11.9) | $(203.1) | $(21.6) | | Foreign exchange (losses) gains** | $(3.2) | $(2.6) | $0.5 | $(0.4) | | Environmental costs and other, net*** | $(3.3) | $(7.4) | $(11.0) | $(20.9) | | Total other (expense), net | $(16.7) | $(21.9) | $(213.6) | $(42.9) | - Other (expense), net for the six months ended June 30, 2023, significantly increased to $213.6 million, primarily due to a $183.2 million settlement loss related to a U.S. defined benefit pension plan[48] Note 6 - Income Taxes - The company maintains a full valuation allowance for all U.S. and certain foreign deferred tax assets in excess of deferred tax liabilities, meaning U.S. operations generally have no tax provision or benefit[53] - The ability to realize net deferred tax assets depends on generating sustained taxable income in various jurisdictions, and future changes in tax laws or an 'ownership change' under Section 382 could limit the utilization of NOL carryforwards[52][54] Note 7 - Loss Per Share | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic loss per common share | $(0.59) | $(0.25) | $(3.16) | $(1.10) | | Diluted loss per common share | $(0.59) | $(0.25) | $(3.16) | $(1.10) | | Weighted average shares (thousands) | 68,289 | 67,694 | 68,116 | 67,541 | - Basic and diluted loss per common share increased significantly for both the three-month and six-month periods ended June 30, 2023, primarily due to the higher net loss attributable to Unisys Corporation[55] Note 8 - Contract Assets and Deferred Revenue | Metric | June 30, 2023 (Millions) | December 31, 2022 (Millions) | | :----- | :----------------------- | :--------------------------- | | Contract assets - current | $16.5 | $28.9 | | Contract assets - long-term | $9.8 | $11.0 | | Deferred revenue - current | $(219.8) | $(200.7) | | Deferred revenue - long-term | $(113.0) | $(122.3) | - Current contract assets decreased from $28.9 million to $16.5 million, while current deferred revenue increased from $200.7 million to $219.8 million, indicating a shift in contract liability balances[56] Note 9 - Capitalized Contract Costs | Metric | June 30, 2023 (Millions) | December 31, 2022 (Millions) | | :----- | :----------------------- | :--------------------------- | | Deferred commissions | $2.6 | $4.9 | | Costs to fulfill a contract (outsourcing assets, net) | $28.5 | $34.8 | - Deferred commissions decreased from $4.9 million to $2.6 million, and costs to fulfill outsourcing contracts (capitalized) decreased from $34.8 million to $28.5 million[57][58] | Amortization Expense (Millions) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Deferred commissions | $0.4 | $0.8 | $0.8 | $1.9 | | Costs to fulfill a contract | $1.4 | $7.5 | $3.6 | $16.4 | Note 10 - Financial Instruments and Fair Value Measurements - The company uses foreign exchange forward contracts to reduce exposure to foreign currency exchange rate fluctuations, with notional amounts of $462.1 million at June 30, 2023[60] | Metric | June 30, 2023 (Millions) | December 31, 2022 (Millions) | | :----- | :----------------------- | :--------------------------- | | Total fair value of foreign exchange forward contracts | $1.7 | $6.6 | | Fair value of 6.875% senior secured notes due 2027 | $349.8 | $373.0 | | Gains and (losses) on foreign exchange forward contracts (Millions) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Other (expense), net | $(29.3) | $5.0 | $10.2 | $(40.2) | Note 11 - Goodwill and Intangible Assets | Metric | December 31, 2022 (Millions) | June 30, 2023 (Millions) | | :----- | :--------------------------- | :----------------------- | | Total Goodwill | $287.1 | $287.3 | | Total Intangible assets, net | $52.4 | $47.5 | - Goodwill remained relatively stable at $287.3 million at June 30, 2023, with no goodwill allocated to reporting units with negative net assets[65] - Net intangible assets decreased to $47.5 million at June 30, 2023, from $52.4 million at December 31, 2022, with future amortization expense estimated at $4.7 million for the remainder of 2023[66][67] Note 12 - Debt | Metric | June 30, 2023 (Millions) | December 31, 2022 (Millions) | | :----- | :----------------------- | :--------------------------- | | Total debt | $503.0 | $513.1 | | Long-term debt | $488.5 | $495.7 | | Current maturities of long-term debt | $14.5 | $17.4 | - Total debt decreased to $503.0 million at June 30, 2023, from $513.1 million at December 31, 2022[68] - The company has outstanding $485.0 million aggregate principal amount of 6.875% Senior Secured Notes due 2027, which are secured by substantially all assets of the company and its subsidiary guarantors[69][70] - The Amended and Restated ABL Credit Facility, maturing October 29, 2025, provides for revolving loans and letters of credit up to $145.0 million, with $56.5 million available at June 30, 2023[77] Note 13 - Litigation and Contingencies - The company is involved in various lawsuits, claims, investigations, and proceedings in the ordinary course of business, including tax-related matters in Brazil estimated up to $119 million[83][89] - A putative securities class action complaint was filed on November 11, 2022, alleging violations of the Securities Exchange Act of 1934 based on allegedly false or misleading statements[90] - The company records provisions for these matters when a liability is probable and estimable, and believes it has adequate provisions at June 30, 2023[84][88] Note 14 - Accumulated Other Comprehensive Loss | Metric | December 31, 2022 (Millions) | June 30, 2023 (Millions) | | :----- | :--------------------------- | :----------------------- | | Total Accumulated other comprehensive loss | $(3,076.0) | $(2,842.6) | | Translation Adjustments | $(977.4) | $(923.3) | | Postretirement Plans | $(2,098.6) | $(1,919.3) | - Accumulated other comprehensive loss improved by $233.4 million for the six months ended June 30, 2023, primarily due to positive translation adjustments and postretirement plan changes[92] | Reclassifications from Accumulated Other Comprehensive Loss (Millions) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------------------------------------------- | :----------------------------- | :----------------------------- | | Total before tax | $218.0 | $80.5 | | Settlement losses (Postretirement plans) | $183.2 | — | Note 15 - Supplemental Cash Flow Information | Metric | Six Months Ended June 30, 2023 (Millions) | Six Months Ended June 30, 2022 (Millions) | | :----- | :---------------------------------------- | :---------------------------------------- | | Cash paid for Income taxes, net of refunds | $37.0 | $29.3 | | Cash paid for Interest | $18.1 | $18.7 | | Total cash, cash equivalents and restricted cash (end of period) | $432.2 | $402.7 | - Cash paid for income taxes increased to $37.0 million for the six months ended June 30, 2023, from $29.3 million in the prior-year period[95] Note 16 - Segment Information - The company operates through three reportable segments: Digital Workplace Solutions (DWS), Cloud, Applications & Infrastructure Solutions (CA&I), and Enterprise Computing Solutions (ECS)[97] | Segment Revenue (Millions) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Segments | $402.2 | $443.1 | $847.4 | $817.6 | | DWS | $135.0 | $127.2 | $266.0 | $252.0 | | CA&I | $132.6 | $130.1 | $258.6 | $259.2 | | ECS | $134.6 | $185.8 | $322.8 | $306.4 | | Segment Gross Profit (Millions) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Segments | $113.6 | $146.6 | $271.1 | $232.4 | | DWS | $18.4 | $16.5 | $34.0 | $32.5 | | CA&I | $22.4 | $7.1 | $38.8 | $14.1 | | ECS | $72.8 | $123.0 | $198.3 | $185.8 | Note 17 - Remaining Performance Obligations - At June 30, 2023, the company had approximately $0.6 billion in remaining performance obligations[100] - Approximately 17% of these obligations are expected to be recognized as revenue by the end of 2023, 27% by the end of 2024, 22% by the end of 2025, 16% by the end of 2026, and 18% thereafter[100] 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 performance and condition, highlighting key drivers of revenue, expenses, and profitability, as well as liquidity and capital resources. It also discusses segment-specific results and critical accounting policies Overview - Unisys Corporation reported a net loss of $40.0 million ($0.59 per diluted share) for Q2 2023, compared to a $17.1 million loss ($0.25 per diluted share) in Q2 2022[103] - For the six months ended June 30, 2023, the net loss was $215.4 million ($3.16 per diluted share), significantly higher than $74.4 million ($1.10 per diluted share) in the prior-year period, primarily due to a $183.2 million U.S. pension plan settlement loss[104][105] Results of operations | Metric | Three Months Ended June 30, 2023 (Millions) | Three Months Ended June 30, 2022 (Millions) | Six Months Ended June 30, 2023 (Millions) | Six Months Ended June 30, 2022 (Millions) | | :----- | :------------------------------------------ | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Revenue | $476.8 | $515.0 | $993.2 | $961.7 | | Gross profit | $115.8 | $148.1 | $274.8 | $235.5 | | Gross profit margin | 24.3% | 28.8% | 27.7% | 24.5% | | Operating profit | $0.1 | $33.7 | $50.0 | $10.2 | | Loss before income taxes | $(24.1) | $3.5 | $(178.7) | $(49.4) | | Net loss attributable to Unisys Corporation | $(40.0) | $(17.1) | $(215.4) | $(74.4) | - Q2 2023 revenue decreased by 7.4% YoY to $476.8 million, primarily due to lower software license renewals in the ECS segment, with foreign currency having a 1 percentage-point negative impact[106] - For the six months ended June 30, 2023, revenue increased by 3.3% YoY to $993.2 million, despite a 2 percentage-point negative impact from foreign currency fluctuations[118] - Operating profit for the six months ended June 30, 2023, increased to $50.0 million from $10.2 million in the prior-year period, driven by higher gross profit in CA&I and ECS segments[124] Segment results | Segment Revenue (Millions) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | DWS | $135.0 | $127.2 | $266.0 | $252.0 | | CA&I | $132.6 | $130.1 | $258.6 | $259.2 | | ECS | $134.6 | $185.8 | $322.8 | $306.4 | | Segment Gross Profit Percent | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | DWS | 13.6% | 13.0% | 12.8% | 12.9% | | CA&I | 16.9% | 5.5% | 15.0% | 5.4% | | ECS | 54.1% | 66.2% | 61.4% | 60.6% | - DWS revenue increased by 6.1% for Q2 2023 and 5.6% for the six months ended June 30, 2023, driven by recent contract signings and additional scope with existing clients[130][133] - CA&I gross profit percent significantly increased to 16.9% for Q2 2023 and 15.0% for the six months ended June 30, 2023, from 5.5% and 5.4% respectively, due to additional cost incurred in the prior-year period associated with certain contracts as well as delivery improvements[131][134] - ECS revenue declined by 27.6% for Q2 2023 due to lower software license renewals, but increased by 5.4% for the six months ended June 30, 2023, driven by higher software license renewals[132][135] Financial condition - Cash and cash equivalents increased to $423.2 million at June 30, 2023, from $391.8 million at December 31, 2022[138] - Cash provided by operations was $55.3 million for the six months ended June 30, 2023, a significant improvement from cash usage of $66.7 million in the prior-year period[140] - The company has successfully reduced its global defined benefit pension obligations by $1.7 billion since December 2020, including a $265 million group annuity contract purchase in March 2023[143] - Total debt decreased to $503.0 million at June 30, 2023, from $513.1 million at December 31, 2022[146] - The Amended and Restated ABL Credit Facility provides $145.0 million in revolving loans and letters of credit, with $56.5 million available at June 30, 2023, and the company has met all covenants[147][152] Critical accounting policies and estimates - There have been no significant changes to the company's critical accounting policies and estimates as reported in its Annual Report on Form 10-K for the year ended December 31, 2022[154] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section states that there have been no material changes to the company's assessment of its sensitivity to market risk since its last annual report - No material changes in the company's assessment of market risk sensitivity since the December 31, 2022, Annual Report on Form 10-K[155] Item 4. Controls and Procedures This section details the evaluation of the company's disclosure controls and procedures and internal control over financial reporting, identifying material weaknesses and outlining the remediation plan Disclosure Controls and Procedures - The CEO and CFO concluded that the company's disclosure controls and procedures were not effective as of June 30, 2023, due to material weaknesses in disclosure controls and internal control over financial reporting[156] - A material weakness was identified regarding the lack of effective formal policies and procedures to ensure timely communication from IT and legal/compliance functions to accounting and governance, which could result in material misstatements[158] - Despite the material weaknesses, management believes the consolidated financial statements present the company's financial condition, results of operations, and cash flows in all material respects due to additional analysis and procedures performed[160] Remediation Plan for Material Weaknesses - Management implemented several remedial actions during Q4 2022, including enhancing policies for cyber-incident information escalation, strengthening the disclosure committee, requiring CEO direct reports to confirm awareness of SEC filing matters, and providing training to non-finance executives[161] - As of June 30, 2023, all remedial actions related to IT and legal/compliance communication to accounting functions have been implemented, but there has been insufficient time to demonstrate consistent execution and conclude on operating effectiveness[162] Changes in Internal Control Over Financial Reporting - Except for the remediation plan described, there have been no other material changes in internal control over financial reporting during the quarter ended June 30, 2023[163] PART II - OTHER INFORMATION Item 1. Legal Proceedings This section refers to Note 13 of the Consolidated Financial Statements for detailed information on legal proceedings, which are incorporated by reference - Information regarding legal proceedings is incorporated by reference from Note 13 of the Notes to Consolidated Financial Statements[165] Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes to the 'Risk Factors' as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022[166] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section indicates that there were no unregistered sales of equity securities or use of proceeds to report - No unregistered sales of equity securities or use of proceeds to report[167] Item 5. Other Information This section reports that no directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2023[167] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including amendments to credit agreements, certifications, and XBRL financial information - Exhibits include Amendment No.1 to the Amended and Restated Credit Agreement, certifications by Peter A. Altabef and Debra McCann, and Inline XBRL financial information[171] Signatures Report Signatures This section contains the official signatures of the company's Executive Vice President and Chief Financial Officer, Debra McCann, and William Reinheimer, Principal Accounting Officer, certifying the filing of the report - The report is duly signed by Debra McCann, Executive Vice President and Chief Financial Officer, and William Reinheimer, Principal Accounting Officer, on August 2, 2023[174]