Bally's Corp 10-Q for FY2022 Q1

Bally's Corp (BALY)

10-Q 2022-05-05 For: 2022-03-31

Added on April 11, 2026

About this 10-Q

Bally's Corp filed this 10-Q on May 5, 2022, covering the quarter ended March 31, 2022 (FY2022 Q1).

Headline figures

Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $548.27M; up 185.2% from $192.27M a year earlier
Net income: $1.89M; compared with a net loss of $10.71M a year earlier
Diluted EPS: $0.03; compared with -$0.30 a year earlier

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Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.01 par value	BALY	New York Stock Exchange


		Page No.

	PART I

ITEM 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets (unaudited)	3
	Condensed Consolidated Statements of Operations (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Loss (unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited)	6
	Condensed Consolidated Statements of Cash Flows (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	56
ITEM 4.	Controls and Procedures	56
	PART II
ITEM 1.	Legal Proceedings	57
ITEM 1A.	Risk Factors	57
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
ITEM 6.	Exhibits	58
	Signatures	59


	March 31, 2022		December 31, 2021
Assets
Cash and cash equivalents	$	160,777	$	206,193
Restricted cash	62,893		68,647
Accounts receivable, net	49,393		48,178
Inventory	13,583		11,489
Tax receivable	131,164		128,217
Prepaid expenses and other current assets	93,104		104,463
Total current assets	510,914		567,187
Property and equipment, net	877,275		838,651
Right of use assets, net	502,222		507,843
Goodwill	2,082,632		2,122,653
Intangible assets, net	2,397,827		2,477,952
Deferred tax asset	15,735		11,922
Other assets	21,423		27,009
Total assets	$	6,408,028	$	6,553,217
Liabilities and Stockholders’ Equity
Current portion of long-term debt	$	19,450	$	19,450
Current portion of lease liabilities	24,773		24,506
Accounts payable	83,167		87,540
Accrued income taxes	48,701		37,208
Accrued liabilities	352,695		401,428
Total current liabilities	528,786		570,132
Long-term debt, net	3,449,053		3,426,777
Long-term portion of lease liabilities	501,980		506,475
Pension benefit obligations	4,406		4,647
Deferred tax liability	196,339		214,467
Naming rights liabilities	153,073		168,929
Contingent consideration payable	13,077		34,931
Other long-term liabilities	10,091		11,057
Total liabilities	4,856,805		4,937,415
Commitments and contingencies
Stockholders’ equity:
Common stock ($0.01 par value, 200,000,000 shares authorized; 52,538,476 and 53,050,055 shares issued; 52,538,476 and 52,254,477 shares outstanding)	525		530
Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares outstanding)	—		—
Additional paid-in-capital	1,832,224		1,849,068
Treasury stock, at cost	—		(29,166)
Retained deficit	(144,037)		(138,683)
Accumulated other comprehensive loss	(141,249)		(69,707)
Total Bally’s Corporation stockholders’ equity	1,547,463		1,612,042
Non-controlling interest	3,760		3,760
Total stockholders’ equity	1,551,223		1,615,802
Total liabilities and stockholders’ equity	$	6,408,028	$	6,553,217


	Three Months Ended March 31,
	2022		2021
Revenue:
Gaming	$	463,702	$	155,278
Hotel	26,935		13,059
Food and beverage	23,988		15,500
Retail, entertainment and other	33,646		8,429
Total revenue	548,271		192,266

Operating (income) costs and expenses:
Gaming	219,212		47,254
Hotel	8,582		5,149
Food and beverage	18,956		12,209
Retail, entertainment and other	13,099		1,797
Advertising, general and administrative	181,616		80,499

Expansion and pre-opening	—		603
Acquisition, integration and restructuring	5,280		12,258
Gain from insurance recoveries, net of losses	(164)		(10,676)
Rebranding	289		913

Depreciation and amortization	78,881		12,786
Total operating costs and expenses	525,751		162,792
Income from operations	22,520		29,474

Other income (expense):
Interest income	162		524
Interest expense, net of amounts capitalized	(45,847)		(20,798)
Change in value of naming rights liabilities	13,379		(27,406)
Adjustment on bargain purchase	(107)		—

Other, net	6,207		2,671
Total other expense, net	(26,206)		(45,009)

Loss before provision for income taxes	(3,686)		(15,535)
Benefit from income taxes	(5,575)		(4,830)
Net income (loss)	$	1,889	$	(10,705)

Basic earnings (loss) per share	$	0.03	$	(0.30)
Weighted average common shares outstanding - basic	60,017		35,827
Diluted earnings (loss) per share	$	0.03	$	(0.30)
Weighted average common shares outstanding - diluted	60,120		35,827


	Three Months Ended March 31,
	2022		2021
Net income (loss)	$	1,889	$	(10,705)
Other comprehensive income (loss):
Foreign currency translation adjustment	$	(71,542)	$	(1,052)
Defined benefit pension plan reclassification adjustment(1)	—		40
Other comprehensive loss	(71,542)		(1,012)
Total comprehensive loss	$	(69,653)	$	(11,717)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Common Stock			Additional Paid-in Capital		Treasury Stock		Retained (Deficit) Earnings		Accumulated Other Comprehensive Loss		Non-controlling Interest		Total Stockholders’ Equity
	Shares Outstanding	Amount
Balance as of December 31, 2021	52,254,477	$	530	$	1,849,068	$	(29,166)	$	(138,683)	$	(69,707)	$	3,760	$	1,615,802
Release of restricted stock	122,849	1		(2,534)		—		—		—		—		(2,533)
Share-based compensation	—	—		5,095		—		—		—		—		5,095
Retirement of treasury shares	—	(11)		(35,200)		42,454		(7,243)		—		—		—
Share repurchases	(350,616)	—		—		(13,288)		—		—		—		(13,288)
Stock options exercised	20,000	—		86		—		—		—		—		86
Penny warrants exercised	383,934	4		—		—		—		—		—		4
Issuance of MKF penny warrants	—	—		12,010		—		—		—		—		12,010
Settlement of consideration to SportCaller	107,832	1		3,699		—		—		—		—		3,700
Other comprehensive loss	—	—		—		—		—		(71,542)		—		(71,542)
Net income	—	—		—		—		1,889		—		—		1,889
Balance as of March 31, 2022	52,538,476	$	525	$	1,832,224	$	—	$	(144,037)	$	(141,249)	$	3,760	$	1,551,223


	Three Months Ended March 31,
(in thousands)	2022		2021
Cash flows from operating activities:
Net income (loss)	$	1,889	$	(10,705)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	78,881		12,786
Non-cash lease expense	7,221		159
Share-based compensation	5,095		4,483

Amortization of debt discount and debt issuance costs	2,417		1,515

Gain from insurance recoveries	—		(10,513)


Deferred income taxes	(18,594)		(6,341)
Loss on assets and liabilities measured at fair value	139		—
Change in value of naming rights liabilities	(13,379)		27,406
Change in contingent consideration payable	(5,859)		(3,142)
Adjustment on bargain purchase	107		—
Other operating activities	1,750		2,111
Changes in current operating assets and liabilities	(38,857)		8,111
Net cash provided by operating activities	20,810		25,870
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	—		(22,745)



Capital expenditures	(54,516)		(15,327)
Insurance proceeds from hurricane damage	—		10,513
Cash paid for internally developed software	(14,956)		—
Acquisition of gaming licenses	(860)		(250)
Other intangible asset acquisitions	(1,500)		—
Other investing activities	(123)		(1,075)
Net cash used in investing activities	(71,955)		(28,884)
Cash flows from financing activities:
Issuance of long-term debt	105,000		40,000
Repayments of long-term debt	(84,863)		(1,438)
Payment of financing fees	—		(5,840)

Share repurchases	(13,288)		—



Other financing activities	(2,444)		(861)
Net cash provided by financing activities	4,405		31,861
Effect of foreign currency on cash and cash equivalents	(4,430)		69
Net change in cash and cash equivalents and restricted cash	(51,170)		28,916
Cash and cash equivalents and restricted cash, beginning of period	274,840		126,555
Cash and cash equivalents and restricted cash, end of period	$	223,670	$	155,471
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	67,015	$	9,128
Cash paid for income taxes, net of refunds	3,427		(607)
Non-cash investing and financing activities:
Unpaid property and equipment	$	33,743	$	3,960
Stock and equity instruments issued for acquisition of SportCaller and Monkey Knife Fight	—		76,756
Acquisitions in exchange for contingent liability	—		58,685


	March 31,		December 31,
(in thousands)	2022		2021
Cash and cash equivalents	$	160,777	$	206,193
Restricted cash	62,893		68,647
Total cash and cash equivalents and restricted cash	$	223,670	$	274,840


(in thousands)	Casinos & Resorts		North America Interactive		International Interactive		Total
Three Months Ended March 31, 2022
Gaming	$	217,805	$	6,645	$	239,252	$	463,702
Hotel	26,935		—		—		26,935
Food and beverage	23,988		—		—		23,988
Retail, entertainment and other	11,242		8,582		13,822		33,646
Total revenue	$	279,970	$	15,227	$	253,074	$	548,271

Three Months Ended March 31, 2021
Gaming	$	154,429	$	849	—		$	155,278
Hotel	13,059		—		—		13,059
Food and beverage	15,500		—		—		15,500
Retail, entertainment and other	6,445		1,984		—		8,429
Total revenue	$	189,433	$	2,833	—		$	192,266


(in thousands)	March 31, 2022		December 31, 2021
Loyalty programs	$	19,759	$	19,099
Advanced deposits from customers	26,415		29,168
Unpaid wagers	10,483		11,307
Total	$	56,657	$	59,574



(in thousands)	Preliminary as of December 31, 2021		Year to Date Adjustments		Final as of March 31, 2022
Total current assets	$	4,683	$	—	$	4,683
Property and equipment, net	6,361		—		6,361
Right of use assets, net	57,017		—		57,017
Intangible assets, net	5,430		—		5,430
Accounts payable and accrued liabilities	(3,402)		(144)		(3,546)
Lease liabilities	(52,927)		—		(52,927)
Other long-term liabilities	(941)		37		(904)
Net assets acquired	16,221		(107)		16,114
Bargain purchase gain	(2,049)		107		(1,942)
Total purchase price	$	14,172	$	—	$	14,172



(in thousands)	Preliminary as of March 31, 2022
Cash and cash equivalents	$	9,355
Accounts receivable, net	1,474
Inventory and prepaid expenses and other current assets	1,202
Property and equipment, net	12,325
Right of use assets, net	285,772
Intangible assets, net	154,210
Other assets	468
Accounts payable and accrued liabilities	(10,927)
Lease liabilities	(285,772)
Deferred tax liability	(7,233)
Other long-term liabilities	(310)
Net assets acquired	160,564
Bargain purchase gain	(20,856)
Total purchase price	$	139,708


(in thousands)	As of March 31, 2022(1)
Cash and cash equivalents	$	8,689
Accounts receivable, net	4,498
Prepaid expenses and other current assets	3,104
Property and equipment, net	596
Intangible assets, net	167,075
Goodwill	250,491

Total current liabilities	(14,548)
Deferred tax liability	(15,811)
Acquired non-controlling interest	(3,760)
Net investment in the North America Interactive Acquisitions	$	400,334


	March 31,		December 31,
(in thousands)	2022		2021
Amounts due from Rhode Island and Delaware(1)	$	14,484	$	10,575
Gaming receivables	9,185		10,576
Non-gaming receivables	30,185		31,481
Accounts receivable	53,854		52,632
Less: Allowance for doubtful accounts	(4,461)		(4,454)
Accounts receivable, net	$	49,393	$	48,178


	March 31,		December 31,
(in thousands)	2022		2021
Services and license agreements	$	25,810	$	21,496
Due from payment service providers	13,832		15,984
Prepaid marketing	12,352		10,066
Sales tax	11,075		18,308
Unbilled revenue	9,929		7,759
Convertible loans	5,774		—
Deposits	4,991		8,748
Prepaid insurance	4,744		9,637
Purse funds	1,482		8,286
Other	3,115		4,179
Total prepaid expenses and other current assets	$	93,104	$	104,463


(in thousands)	March 31, 2022		December 31, 2021
Land	$	75,328	$	75,328
Land improvements	34,704		34,704
Building and improvements	669,455		650,837
Equipment	200,280		182,006
Furniture and fixtures	51,689		47,258
Construction in process	64,914		53,715
Total property, plant and equipment	1,096,370		1,043,848
Less: Accumulated depreciation	(219,095)		(205,197)
Property and equipment, net	$	877,275	$	838,651


	Weighted average remaining life (in years)	March 31, 2022
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(1)	9.0	$	334,827	$	(34,145)	$	300,682

Trade names	10.7	28,174		(17,696)		10,478
Hard Rock license	25.2	8,000		(1,879)		6,121
Customer relationships	6.5	1,004,631		(82,074)		922,557
Developed technology	6.9	386,434		(32,669)		353,765
Internally developed software	4.8	35,723		(1,713)		34,010
Gaming licenses	8.5	32,769		(2,526)		30,243
Other	4.3	2,413		(1,241)		1,172
Total amortizable intangible assets		1,832,971		(173,943)		1,659,028

Intangible assets not subject to amortization:
Gaming licenses	Indefinite	478,171		—		478,171
Trade names	Indefinite	259,980		—		259,980
Other	Indefinite	648		—		648
Total unamortizable intangible assets		738,799		—		738,799
Total intangible assets, net		$	2,571,770	$	(173,943)	$	2,397,827


	Three Months Ended
(in thousands)	March 31, 2021
Revenue	$	506,615
Net income	$	14,670


Intangible assets, net as of December 31, 2021	$	2,477,952

Additions in current period	18,354
Change in TRA	(2,564)
Effect of foreign exchange	(32,703)

Other	(1,074)
Less: Amortization	(62,138)
Intangible assets, net as of March 31, 2022	$	2,397,827


(in thousands)
Remaining 2022	$	185,269
2023	243,700
2024	240,878
2025	238,226
2026	232,398
Thereafter	518,557
Total	$	1,659,028


		March 31, 2022
(in thousands)	Balance Sheet Location	Level 1		Level 2		Level 3
Assets:
Other current assets	Prepaid expenses and other current assets	$	36	$	—	$	—
Convertible loans	Prepaid expenses and other current assets	5,774		—		—
Convertible loans	Other assets	—		—		2,138
Total		$	5,810	$	—	$	2,138
Liabilities:
Sinclair Performance Warrants	Naming rights liabilities	$	—	$	—	$	56,185
Contingent consideration	Contingent consideration payable	—		—		13,077
Total		$	—	$	—	$	69,262


( in thousands)	Sinclair Performance Warrants		Contingent Consideration		Convertible Loans		Total
Beginning as of December 31, 2021	$	69,564	$	34,931	$	2,025	$	106,520
Additions in the period (acquisition fair value)	—		—		167		167
Reductions in the period	—		(15,862)		—		(15,862)
Change in fair value	(13,379)		(5,992)		(54)		(19,425)
Ending as of March 31, 2022	$	56,185	$	13,077	$	2,138	$	71,400


	March 31, 2022		December 31, 2021
Weighted average remaining lease term	15.1 years		15.3 years
Weighted average discount rate	6.1	%	6.1	%



(in thousands, except share and per share data)	Three Months Ended March 31, 2022
Number of common shares repurchased	350,616
Total cost	$	13,288
Average cost per share, including commissions	$	37.90


Sinclair Penny Warrants (Note 2)			7,911,724
Sinclair Performance Warrants (Note 2)			3,279,337
Sinclair Options(1) (Note 2)			1,639,669
MKF penny warrants (Note 5)			34,455
MKF contingent shares (Note 5)			393,779
Telescope contingent shares (Note 5)			75,678
SportCaller contingent shares(2) (Note 5)			235,260
Outstanding awards under Equity Incentive Plans (Note 14)			990,833
			14,560,735


(in thousands)	Foreign Currency Translation Adjustment		Benefit Plans		Total
Accumulated other comprehensive loss at December 31, 2021	$	(68,731)	$	(976)	$	(69,707)
Current period other comprehensive loss	(71,542)		—		(71,542)

Accumulated other comprehensive loss at March 31, 2022	$	(140,273)	$	(976)	$	(141,249)


	Three Months Ended March 31,
(in thousands, except per share data)	2022		2021
Net income (loss)	$	1,889	$	(10,705)

Weighted average shares outstanding - basic	60,017		35,827
Weighted average effect of dilutive securities	103		—
Weighted average shares outstanding - diluted	60,120		35,827


Basic earnings (loss) per share	$	0.03	$	(0.30)
Diluted earnings (loss) per share	$	0.03	$	(0.30)


Property Name						Location
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)						Lincoln, Rhode Island
Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”)						Tiverton, Rhode Island
Bally’s Dover Casino Resort (“Bally’s Dover”)						Dover, Delaware
Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”)						Atlantic City, New Jersey
Bally’s Evansville Casino & Hotel (“Bally’s Evansville”)						Evansville, Indiana
Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”)						Biloxi, Mississippi
Bally’s Vicksburg Casino (“Bally’s Vicksburg”)						Vicksburg, Mississippi
Bally’s Kansas City Casino (“Bally’s Kansas City”)						Kansas City, Missouri
Bally’s Black Hawk (3 properties)						Black Hawk, Colorado
Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”)						Shreveport, Louisiana
Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”)						Lake Tahoe, Nevada
Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”)						Rock Island, Illinois
Bally’s Arapahoe Park						Aurora, Colorado


	Three Months Ended March 31,
(in millions)	2022		2021
Total revenue	$	548.3	$	192.3
Income from operations	22.5		29.5
Net income (loss)	1.9		(10.7)


	Three Months Ended March 31,
(in thousands, except percentages)	2022			2021			$ Change		% Change
Revenue:
Gaming
Casinos & Resorts	$	217,805		$	154,429		$	63,376	41.0	%
North America Interactive	6,645			849			5,796		682.7	%
International Interactive	239,252			—			239,252		100.0	%

Total Gaming revenue	463,702			155,278			308,424		198.6	%
Non-gaming
Casinos & Resorts	62,165			35,004			27,161		77.6	%
North America Interactive	8,582			1,984			6,598		332.6	%
International Interactive	13,822			—			13,822		100.0	%

Total Non-gaming revenue	84,569			36,988			47,581		128.6	%
Total revenue	548,271			192,266			356,005		185.2	%
Operating costs and expenses:
Gaming
Casinos & Resorts	$	76,381		$	46,950		$	29,431	62.7	%
North America Interactive	7,329			304			7,025		2,310.9	%
International Interactive	135,502			—			135,502		100.0	%

Total Gaming expenses	219,212			47,254			171,958		363.9	%
Non-gaming
Casinos & Resorts	30,048			18,641			11,407		61.2	%
North America Interactive	1,318			514			804		156.4	%
International Interactive	9,271			—			9,271		100.0	%

Total Non-gaming expenses	40,637			19,155			21,482		112.1	%
Advertising, general and administrative
Casinos & Resorts	99,751			65,648			34,103		51.9	%
North America Interactive	26,755			618			26,137		4,229.3	%
International Interactive	34,974			—			34,974		100.0	%
Other	20,136			14,233			5,903		41.5	%
Total Advertising, general and administrative	181,616			80,499			101,117		125.6	%
Margins:
Gaming expenses as a percentage of Gaming revenue	47		%	30		%			17	%
Non-gaming expenses as a percentage of Non-gaming revenue	48		%	52		%			(4)	%
Advertising, general and administrative as a percentage of Total revenue	33		%	42		%			(9)	%


Period	Total Number of Shares Purchased	Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
January 1, 2022 - January 31, 2022	351	$	37.90		351	$	334,636
February 1, 2022 - February 28, 2022	—	—			—	334,636
March 1, 2022 - March 31, 2022	—	—			—	334,636
	351	$	37.90	(a)	351	$	334,636


Exhibit No.						Description
10.1						A mended and Restated Regulatory Agreement, dated February 17, 2022, by and among the Rhode Island Department of Business Regulation, the Division of Lotteries of the Rhode Island Department of Revenue, Bally’s Corporation, Twin River Management Group, Inc., UTGR, Inc. and Twin River-Tiverton, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-38850) filed February 24, 2022)
10.2						Eighth Amendment to UTGR Master Video Lottery Terminal Contract, dated February 17, 2022, by and between the Division of Lotteries of the Rhode Island Department of Revenue and UTGR, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-38850) filed February 24, 2022)
10.3						Eighth Amendment to TRT Master Video Lottery Terminal Contract, dated February 17, 2022, by and between the Division of Lotteries of the Rhode Island Department of Revenue and Twin River-Tiverton, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No. 001-38850) filed February 24, 2022)
10.4						Separation Agreement and Release, dated March 11, 2022 by and between Bally ’s Corporation and Stephen Capp (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-38850) filed March 14, 2022)
10.5						Employment Agreement, dated March 11, 2022, by and between Bally ’s Corporation and Robert Lavan (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-38850) filed March 14, 2022)
31.1*						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						XBRL Instance Document - the instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						The cover page from Bally’s Corporation’s Quarterly report on Form 10-Q for the quarter ended March 31, 2022, formatted in inline XBRL contained in Exhibit 101


BALLY’S CORPORATION

By:			/s/ ROBERT M. LAVAN
			Robert M. Lavan
			Executive Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)

			/s/ LEE D. FENTON
			Lee D. Fenton
			Chief Executive Officer
			(Principal Executive Officer)


Date:	May 5, 2022	By:	/s/ LEE D. FENTON
			Lee D. Fenton
			Chief Executive Officer
			(Principal Executive Officer)