# Healthcare Services Group Inc: Form 10-Q for the period ended Mar 31, 2024

- Company: [Healthcare Services Group Inc](/companies/hcsg.md) (CIK 731012)
- Form: 10-Q
- Filed: 2024-04-26
- Accepted by EDGAR: Apr 26, 2024, 16:13 ET
- Period: 2024-03-31
- Accession: 0000731012-24-000065
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/731012/000073101224000065/hcsg-20240331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/731012/000073101224000065/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-01-01 to 2024-03-31 | $423.4m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2024-01-01 to 2024-03-31 | $358.9m | us-gaap:CostOfGoodsAndServicesSold |
| Selling, general and administrative | 3 months, 2024-01-01 to 2024-03-31 | $46.9m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Income tax | 3 months, 2024-01-01 to 2024-03-31 | $6.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-01-01 to 2024-03-31 | $15.3m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-01-01 to 2024-03-31 | $0.21 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-01-01 to 2024-03-31 | $0.21 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-01-01 to 2024-03-31 | 74,055,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2024-01-01 to 2024-03-31 | −$26.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-01-01 to 2024-03-31 | $2.2m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 3 months, 2024-01-01 to 2024-03-31 | $0 | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2024-03-31 | $29.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-03-31 | $580.4m | us-gaap:AssetsCurrent |
| Total assets | at 2024-03-31 | $803.9m | us-gaap:Assets |
| Current liabilities | at 2024-03-31 | $209.4m | us-gaap:LiabilitiesCurrent |
| Shareholders' equity | at 2024-03-31 | $474.6m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 23,681 characters.

### Results of Operations

The following discussion is intended to provide the reader with information that will be helpful in understanding our financial statements, including the changes in certain key items when comparing financial statements period to period. We also intend to provide the primary factors that accounted for those changes as well as a summary of how certain accounting principles affect our financial statements. In addition, we are providing information about the financial results of our two operating segments to further assist in understanding how these segments and their results affect our consolidated results of operations. This discussion should be read in conjunction with our financial statements as of March 31, 2024 and December 31, 2023 and the notes accompanying those financial statements.

### COVID-19 Considerations

While the crisis brought on by the COVID-19 pandemic has largely abated (e.g., new case rates remain relatively low compared to prior highs, the mortality rate remains low, and the Centers for Disease Control have relaxed masking requirements within healthcare facilities), our clients, who were at the epicenter of the COVID-19 pandemic, continue to dedicate significant financial and other resources to protect their residents, employees and visitors. Moreover, we, our clients, vendors and business partners remain challenged by the lingering effects of the COVID-19 pandemic and the global economic crisis that resulted from it. Significant inflation, labor shortages and unprecedented wage growth remain, and nursing home occupancy levels, while increasing from the lowest point in 2020, are still below the national average target to support a robust recovery of the healthcare sector. All the while, nursing home workforce participation remains depressed and continues to be the slowest segment in the health care sector to recover toward pre-pandemic levels.

For additional information on risk factors related to the pandemic or other risks that could impact our results, please refer to “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”).

### Overview

We provide management, administrative and operating expertise and services to the housekeeping, laundry, linen, facility maintenance and dietary service departments of healthcare facilities, including nursing homes, retirement complexes, rehabilitation centers and hospitals located throughout the United States. We believe we are the largest provider of housekeeping and laundry management services to the long-term care industry in the United States, rendering such services to over 2,600 facilities throughout the continental United States as of March 31, 2024.

We provide services primarily pursuant to full-service agreements with our customers. Under such agreements, we are responsible for the day-to-day management of the employees located at our customers’ facilities, as well as for the provision of certain supplies. We also provide services on the basis of management-only agreements for a limited number of customers. Under a management-only agreement, we provide management and supervisory services while the customer facility retains payroll responsibility for the non-supervisory staff. In certain management-only agreements, the Company maintains responsibility for purchasing supplies. Our agreements with customers typically provide for a renewable one year service term cancellable by either party upon 30 to 90 days’ notice after an initial period of 60 to 120 days.

We are organized into two reportable segments: housekeeping, laundry, linen and other services (“Housekeeping”) and dietary department services (“Dietary”).

Housekeeping consists of managing our customers’ housekeeping departments, which are principally responsible for the cleaning, disinfecting and sanitizing of resident rooms and common areas of the customers’ facilities, as well as the laundering and processing of the bed linens, uniforms, resident personal clothing and other assorted linen items utilized at the customers’ facilities. Upon beginning service with a customer facility, we typically hire and train the employees previously employed by such facility and assign an on-site manager to supervise the front-line personnel and coordinate housekeeping services with other facility support functions in accordance with customer requests. Such management personnel also oversee the execution of various cost and quality control procedures including continuous training and employee evaluation. On-site management is responsible for all daily customer housekeeping department activities with regular support provided by a District Manager specializing in such services.

Dietary consists of managing our customers’ dietary departments, which are principally responsible for food purchasing, meal preparation and professional dietitian services, which include the development of menus that meet the dietary needs of residents. On-site management is responsible for all daily dietary department activities with regular support provided by a District Manager specializing in dietary services. We also offer clinical consulting services to our dietary customers which may be provided as a standalone service or be bundled with other dietary department services. Upon beginning service with a customer facility, we typically hire and train the employees previously employed by such facility and assign an on-site manager to supervise the front-line personnel and coordinate dietitian services with other facility support functions in accordance with customer requests. Such management personnel also oversee the execution of various cost and quality control procedures including continuous training and employee evaluation.

At March 31, 2024, Housekeeping services were provided at approximately 2,300 customer facilities, generating approximately 45.0% or $190.6 million of our total revenues for the three months ended March 31, 2024. Dietary services were provided at approximately 1,600 customer facilities at March 31, 2024, generating approximately 55.0% or $232.9 million of our total revenues for the three months ended March 31, 2024.

### Three Months Ended March 31, 2024 and 2023

The following table summarizes the income statement key components that we use to evaluate our financial performance on a consolidated and reportable segment basis for the three months ended March 31, 2024 and 2023. The differences between the reportable segments’ operating results and other disclosed data and our consolidated financial results relate primarily to corporate level transactions and adjustments related to transactions recorded at the reportable segment level which use methods other than generally accepted accounting principles.

*(in thousands)*

| Revenues | Three Months Ended March 31, 2024 | 2023 | % Change |
| --- | ---: | ---: | ---: |
| Housekeeping | $190,559 | $193,519 | (1.5)% |
| Dietary | 232,874 | 223,711 | 4.1% |
| Consolidated | $423,433 | $417,230 | 1.5% |
| **Costs of services provided** |  |  |  |
| Housekeeping | $172,117 | $173,466 | (0.8)% |
| Dietary | 215,246 | 209,045 | 3.0% |
| Corporate and eliminations | (28,452) | (20,132) | 41.3% |
| Consolidated | $358,911 | $362,379 | (1.0)% |
| **Selling, general and administrative expense** |  |  |  |
| Corporate and eliminations | $46,911 | $40,047 | 17.1% |
| **Investment and other income, net** |  |  |  |
| Corporate and eliminations | $5,699 | $3,102 | \*\*\* |
| **Interest expense** |  |  |  |
| Corporate and eliminations | $(1,996) | $(1,751) | 14.0% |
| **(Loss) income before income taxes** |  |  |  |
| Housekeeping | $18,442 | $20,053 | (8.0)% |
| Dietary | 17,628 | 14,666 | 20.2% |
| Corporate and eliminations | (14,756) | (18,564) | 20.5% |
| Consolidated | $21,314 | $16,155 | 31.9% |

\*\*\*Not meaningful

Housekeeping and Dietary revenues represented approximately 45.0% and 55.0% of consolidated revenues for the three months ended March 31, 2024, respectively.

The following table sets forth the ratio of certain items to consolidated revenues:

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Revenues | 100.0% | 100.0% |
| Operating costs and expenses: |  |  |
| Costs of services provided | 84.8% | 86.9% |
| Selling, general and administrative expense | 11.1% | 9.6% |
| Other income (expense): |  |  |
| Investment and other income, net | 1.3% | 0.7% |
| Interest expense | (0.5)% | (0.4)% |
| Income before income taxes | 4.9% | 3.8% |
| Income tax provision | 1.4% | 1.1% |
| Net income | 3.5% | 2.7% |

#### Revenues

#### Consolidated

Consolidated revenues increased 1.5% to $423.4 million during the three months ended March 31, 2024 compared to $417.2 million for the corresponding period in 2023, as a result of the factors discussed below under Reportable Segments.

#### Reportable Segments

Housekeeping revenues decreased 1.5% during the three months ended March 31, 2024 compared to the corresponding period in 2023, while Dietary revenues increased 4.1% over the same period. Housekeeping revenues decreased due to a decline in the number of facilities serviced year-over-year. While there was a slight increase in the number of Dietary facilities year-over-year, Dietary revenues also increased due to passing the impact of labor and supplies cost increases through to customers following our contract modification initiatives.

#### Costs of Services Provided

#### Consolidated

Consolidated costs of services provided decreased by 1.0% to $358.9 million for the three months ended March 31, 2024 compared to $362.4 million for the three months ended March 31, 2023.

The following table provides a comparison of key indicators we consider when managing the consolidated costs of services provided:

| Costs of Services Provided - Key Indicators as a % of Consolidated Revenues | Three Months Ended March 31, 2024 | 2023 | Change |
| --- | ---: | ---: | ---: |
| Bad debt provision | 1.2% | 1.7% | (0.5)% |
| Self-insurance costs | 2.2% | 2.4% | (0.2)% |

The decrease in the bad debt provision was impacted by one customer entering into an assignment for the benefit of creditors during the three months ended March 31, 2023, which resulted in an approximate $4.7 million increase to the bad debt provision for that period which did not reoccur during the three months ended March 31, 2024. Self-insurance costs decreased during the three months ended March 31, 2024 resulting from the Company's continued management of workers' compensation cases resulting in more favorable outcomes and ongoing incident prevention measures.

#### Reportable Segments

Costs of services provided for Housekeeping, as a percentage of Housekeeping revenues, increased to 90.3% for the three months ended March 31, 2024 from 89.6% in the corresponding period in 2023. Costs of services provided for Dietary, as a percentage of Dietary revenues, decreased to 92.4% for the three months ended March 31, 2024 from 93.4% in the corresponding period in 2023.

The following table provides a comparison of the key indicators we consider when managing costs of services provided at the segment level, as a percentage of the respective segment’s revenues:

| Costs of Services Provided - Key Indicators as a % of Segment Revenue | Three Months Ended March 31, 2024 | 2023 | Change |
| --- | ---: | ---: | ---: |
| Housekeeping labor and other labor-related costs | 80.8% | 80.2% | 0.6% |
| Housekeeping supplies | 6.7% | 6.6% | 0.1% |
| Dietary labor and other labor-related costs | 57.0% | 58.5% | (1.5)% |
| Dietary supplies | 34.5% | 31.2% | 3.3% |

Variations within these key indicators relate to the provision of services at new facilities and changes in the mix of customers for whom we provide supplies or do not provide supplies. Management focuses on building efficiencies and managing labor and other costs at the facility level, as well as managing supply chain costs, for new and existing facilities.

#### Consolidated Selling, General and Administrative Expense

Included in selling, general and administrative expense are gains and losses associated with changes in the value of investments under the deferred compensation plan. These investments represent the amounts held on behalf of the participating employees and changes in the value of these investments affect the amount of our deferred compensation liability. Gains on the plan investments during the three months ended March 31, 2024 and 2023 increased our total selling, general and administrative expense.

Excluding the change in the deferred compensation plan described above, consolidated selling, general and administrative expense increased $4.3 million or 11.2% for the three months ended March 31, 2024 compared to the corresponding period in 2023. The change was driven by increases in payroll and travel-related expenses.

The table below summarizes the changes in these components of selling, general and administrative expense:

*(dollar amounts in thousands)*

|  | Three Months Ended March 31, 2024 | 2023 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Selling, general and administrative expense excluding change in deferred compensation plan liability | $42,811 | $38,501 | $4,310 | 11.2% |
| Increase in deferred compensation plan liability | 4,100 | 1,546 | 2,554 | 165.2% |
| Selling, general and administrative expense | $46,911 | $40,047 | $6,864 | 17.1% |

#### Consolidated Investment and Other Income, net

Investment and other income was a $5.7 million gain for the three months ended March 31, 2024 compared to a $3.1 million gain in the corresponding 2023 period. The change was driven by market fluctuations in the value of our trading security investments representing the funding for our deferred compensation plan.

#### Consolidated Interest Expense

Consolidated interest expense increased to $2.0 million for the three months ended March 31, 2024 compared to $1.8 million for the same period in 2023 due to increased short-term borrowings during 2024 and increased market interest rates.

#### Consolidated Income Taxes

During the three months ended March 31, 2024, the Company recognized a provision for income taxes of $6.0 million, or 28.2% effective tax rate, versus a provision for income taxes of $4.5 million, or 27.8% effective tax rate, for the same period in 2023. The effective tax rate change is based on the impact of discrete items in each quarter combined with the impact of our full year income estimate on the tax provision.

The actual annual effective tax rate will be impacted by the tax effects of option exercises or vested awards, which are treated as discrete items in the reporting period in which they occur and may vary based upon the Company’s common stock price at exercise and the volume of such exercises; therefore, these cannot be considered in the calculation of the estimated annual effective tax rate. The impact on our income tax provision for the three months ended March 31, 2024 for such discrete items was a $1.0 million expense versus a $0.9 million expense for the same period in 2023.

### Liquidity and Capital Resources

Our primary sources of liquidity are available cash and cash equivalents, available lines of credit under our revolving credit facility and cash flows from operating activities. At March 31, 2024, we had cash, cash equivalents and marketable securities of $104.9 million, restricted cash equivalents of $24.7 million and working capital of $371.0 million, compared to cash, cash equivalents and marketable securities of $147.5 million and working capital of $354.8 million at December 31, 2023. Our current ratio was 2.8 to 1 at both March 31, 2024 and December 31, 2023. Marketable securities represent fixed income investments that are highly liquid and can be readily purchased or sold through established markets. Such securities are held by our captive insurance company to satisfy capital requirements of the state regulator related to captive insurance companies. Restricted cash equivalents represent highly liquid investments held in a trust account as collateral for certain insurance coverages the Company obtained from a third-party insurance carrier.

For the three months ended March 31, 2024 and 2023, our cash flows were as follows:

*(in thousands)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Net cash used in operating activities | $(26,033) | $(16,290) |
| Net cash from (used in) investing activities | $11,716 | $(743) |
| Net cash from (used in) financing activities | $13,970 | $6,907 |

### Operating Activities

Our primary sources of cash from operating activities are the revenues generated from our Housekeeping and Dietary services. Our primary uses of cash from operating activities are the funding of our payroll and other personnel-related costs as well as the costs of supplies used in providing our services. For the three months ended March 31, 2024, cash flow from operations was negative primarily due to the increase in accounts receivable and decrease in accrued payroll. The increase in accounts receivable was driven by, among other things, a cybersecurity incident at Change Healthcare, a third-party patient claims processor which many of our customers use to submit patient claims, which resulted in delays in government reimbursements to our customers.

### Investing Activities

Our principal uses of cash for investing activities are the purchases of marketable securities and capital expenditures such as housekeeping and food service equipment, computer software and hardware, and furniture and fixtures (see “Capital Expenditures” below for additional information). Such uses of cash are offset by proceeds from sales of marketable securities.

Our investments in marketable securities are primarily comprised of tax-exempt municipal bonds and are intended to achieve our goal of preserving principal, maintaining adequate liquidity and maximizing returns subject to our investment guidelines. Our investment policy limits investment to certain types of instruments issued by institutions primarily with investment-grade ratings and places restrictions on concentration by type and issuer.

### Financing Activities

The primary use of cash from financing activities is repurchases of our common stock. On February 14, 2023, our Board of Directors authorized the repurchase of up to 7.5 million outstanding shares and suspended the quarterly dividend previously issued on common stock as part of our overall capital rebalancing strategy. We have repurchased 1.0 million shares of our common stock as part of the capital rebalancing strategy. We did not repurchase shares of our common stock during the three months ended March 31, 2024. We remain authorized to repurchase up to 6.5 million outstanding shares under this authorization.

### Line of Credit

As of March 31, 2024, we had a $300 million bank line of credit on which to draw for general corporate purposes. Amounts drawn under the line of credit are payable upon demand and generally bear interest at a floating rate, based on our leverage ratio, and starting at the Term Secured Overnight Financing Rate (“SOFR”) rate plus 165 basis points. The Company’s line of credit was amended on November 22, 2022 to, among other things, provide for a five-year unsecured revolving loan facility in the aggregate amount of $300 million with, at the Company’s option, the ability to increase the revolving loan commitments to an aggregate amount not to exceed $500 million and to change the benchmark rate from the London Interbank Offered Rate (“LIBOR”) to SOFR. At March 31, 2024, there were $40.0 million in borrowings under the line of credit.

The line of credit requires us to satisfy two financial covenants. The covenants and their respective status at March 31, 2024 were as follows:

| Covenant Descriptions and Requirements | As of March 31, 2024 |
| --- | ---: |
| Funded debt 1 to EBITDA 2 ratio: less than 3.50 to 1.00 | 1.02 |
| EBITDA to Interest Expense ratio: not less than 3.00 to 1.00 | 10.09 |

1\. All indebtedness for borrowed money including, but not limited to, capitalized lease obligations, reimbursement obligations in respect of letters of credit and guarantees of any such indebtedness.

2\. Net income plus interest expense, income tax expense, depreciation, amortization, stock compensation expense, costs incurred to maintain the line of credit facility and certain third-party charges associated with the line of credit agreement or permitted acquisition-related activity, subject to limitations.

As noted above, we were in compliance with our financial covenants at March 31, 2024 and we expect to remain in compliance. The line of credit expires on November 22, 2027. We believe that our existing capacity under the line of credit provides adequate liquidity.

At March 31, 2024, we also had outstanding $72.4 million in irrevocable standby letters of credit, which relate to payment obligations under our insurance programs.

### Capital Expenditures

The level of capital expenditures is generally dependent on the number of new customers obtained. Such capital expenditures primarily consist of housekeeping and food service equipment purchases, laundry and linen equipment installations, computer hardware and software, furniture and fixtures. Although we have no specific material commitments for capital expenditures through the end of calendar year 2024, we estimate that for 2024 we will have capital expenditures of approximately $5.0 million to $7.0 million, of which we have made $2.2 million through March 31, 2024.

Although there can be no assurance, we believe that our cash from operations, existing cash and cash equivalents balance and credit line will be adequate for the foreseeable future to satisfy the needs of our operations and to fund our anticipated growth. However, should these sources not be sufficient, we would seek to obtain necessary capital from such sources as long-term debt or equity financing. In addition, there can be no assurance of the terms thereof and any subsequent equity financing sought may have dilutive effects on our current shareholders.

### Material Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements, other than our irrevocable standby letter of credit previously discussed.

### Critical Accounting Policies and Estimates

Our significant accounting policies are described in the notes to the consolidated financial statements included in the Form 10-K for the period ended December 31, 2023. As described in such notes, we recognize revenue in the period in which the performance obligation is satisfied. Refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Form 10-K.

In preparing our financial statements, management is required to make estimates and assumptions that, among other things, affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are most significant when they involve levels of subjectivity and judgment necessary to account for highly uncertain matters or matters susceptible to change and where they can have a material impact on our financial condition and operating performance. If actual results were to differ materially from the estimates made, the reported results could be materially affected.

Critical accounting estimates and the related assumptions are evaluated periodically as conditions warrant, and changes to such estimates are recorded as new information or changed conditions require.

## Market risk

As filed, 1,073 characters.

At March 31, 2024, we had $129.6 million in cash and cash equivalents, restricted cash equivalents and marketable securities. The fair value of all of our cash equivalents and marketable securities are determined based on “Level 1” or “Level 2” inputs, which are based upon quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. We place our cash investments in instruments that meet credit quality standards, as specified in our investment policy guidelines.

Investments in both fixed-rate and floating-rate investments carry a degree of interest rate risk. The market value of fixed rate securities may be adversely impacted by an increase in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or if there is a decline in the fair value of our investments.

## Controls and procedures

As filed, 4,307 characters.

### Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are intended to ensure that information required to be disclosed in our reports under the Exchange Act, such as this Form 10-Q, is reported in accordance with Securities and Exchange Commission rules. Disclosure controls are also intended to ensure that such information is accumulated and communicated to Management, including the Principal Executive Officer (President and Chief Executive Officer) and Principal Financial Officer (Principal Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.

Based on their evaluation as of March 31, 2024, pursuant to Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 13a-15(b), our Management, including our Principal Executive Officer and Principal Financial Officer, concluded that our internal control over financial reporting was not effective.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

In the course of preparing the Company’s consolidated financial statements as of and for the year ended December 31, 2023, management identified a material weakness related to accrued payroll liabilities from employee vested vacation. Our controls over accrued payroll liabilities in respect to accrued vacation were not sufficiently designed to consider all accounting and disclosure ramifications of such accrued payroll liabilities. This material weakness resulted in immaterial misstatements in our 2022 and 2021 financial statements related to the accounting for accrued vacation which were corrected prior to issuance of the Company’s 2023 financial statements. Furthermore, there is a reasonable possibility that material misstatements to the Company’s future annual or interim financial statements will not be prevented or detected in a timely basis as a result of the identified material weakness.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

### Plan to Remediate Material Weakness

The Company is currently in the process of remediating the material weakness and has taken and continues to take steps that address the underlying causes of the material weakness including improving controls over the identification and estimation of payroll-related accruals in respect to accrued vacation. The Company has instituted enhanced controls including review processes and reconciliations related to the vacation accrual. The Company intends to remediate these deficiencies as soon as possible and believes these actions will be sufficient to remediate the identified material weaknesses and strengthen the Company's internal control over financial reporting; however, there can be no guarantee that such remediation will be sufficient. The Company will continue to monitor the effectiveness of its controls and will make any further changes management determines appropriate.

### Changes in Internal Control over Financial Reporting

Other than the material weaknesses described above, there were no changes in the Company’s internal controls over financial reporting that occurred during the three months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company continues to review its disclosure controls and procedures, including its internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.

### Certifications

Certifications of the Principal Executive Officer and Principal Financial and Accounting Officer regarding, among other items, disclosure controls and procedures are included as exhibits to this Form 10-Q.

## Risk factors

As filed, 182 characters.

There have been no material changes in the risk factors set forth in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Filed Apr 26, 2024.
Source: SEC EDGAR, the filing index for accession 0000731012-24-000065. Last ingested by Listed: Oct 30, 2026, 13:40 ET. No prices; not investment advice.