Valvoline Inc 10-Q for FY2023 Q3

Valvoline Inc (VVV)

10-Q 2023-08-09 For: 2023-06-30

Added on April 11, 2026

About this 10-Q

Valvoline Inc filed this 10-Q on August 9, 2023, covering the quarter ended June 30, 2023 (FY2023 Q3).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $376.2M; up 18.5% from $317.4M a year earlier
Net income: $61.6M; down 37.3% from net income of $98.2M a year earlier
Diluted EPS: $0.38; down 30.9% from $0.55 a year earlier

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Kentucky			30-0939371
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


			Page
PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

Condensed Consolidated Statements of Comprehensive Income			3

Condensed Consolidated Balance Sheets			4

Condensed Consolidated Statements of Cash Flows			5

Condensed Consolidated Statements of Stockholders' Equity			6

Notes to Condensed Consolidated Financial Statements			8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			20

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			32

ITEM 4. CONTROLS AND PROCEDURES			32

ITEM 5. OTHER INFORMATION			33

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS			34

ITEM 1A. RISK FACTORS			34

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			34

ITEM 6. EXHIBITS			36

SIGNATURE			37


	Three months ended June 30				Nine months ended June 30
(In millions, except per share amounts - unaudited)	2023		2022		2023		2022
Net revenues	$	376.2	$	317.4	$	1,053.5	$	900.7
Cost of sales	225.5		189.6		657.3		553.4
Gross profit	150.7		127.8		396.2		347.3

Selling, general and administrative expenses	65.6		59.2		194.2		182.6
Net legacy and separation-related expenses	1.6		9.9		30.8		18.9
Other income, net	(3.0)		(2.4)		(5.8)		(7.3)
Operating income	86.5		61.1		177.0		153.1
Net pension and other postretirement plan expense (income)	3.7		(9.2)		11.0		(27.7)
Net interest and other financing (income) expense	(4.6)		17.3		27.4		51.2
Income before income taxes	87.4		53.0		138.6		129.6
Income tax expense	22.9		13.2		14.2		32.6
Income from continuing operations	64.5		39.8		124.4		97.0
(Loss) income from discontinued operations	(2.9)		58.4		1,246.4		169.6
Net income	$	61.6	$	98.2	$	1,370.8	$	266.6

Net earnings per share
Basic earnings (loss) per share
Continuing operations	0.40		0.22		0.74		0.54
Discontinued operations	(0.02)		0.33		7.35		0.94
Basic earnings per share	$	0.38	$	0.55	$	8.09	$	1.48

Diluted earnings (loss) per share
Continuing operations	0.40		0.22		0.73		0.53
Discontinued operations	(0.02)		0.33		7.31		0.94
Diluted earnings per share	$	0.38	$	0.55	$	8.04	$	1.47

Weighted average common shares outstanding
Basic	161.5		178.6		169.5		179.6
Diluted	162.5		179.8		170.6		180.9

Comprehensive income
Net income	$	61.6	$	98.2	$	1,370.8	$	266.6
Other comprehensive income (loss), net of tax
Currency translation adjustments	1.0		(19.4)		45.5		(19.7)
Amortization of pension and other postretirement plan prior service credits	(0.4)		(0.5)		(1.3)		(1.3)
Unrealized (loss) gain on cash flow hedges	(1.5)		1.9		(5.9)		10.3
Other comprehensive (loss) income	(0.9)		(18.0)		38.3		(10.7)
Comprehensive income	$	60.7	$	80.2	$	1,409.1	$	255.9


(In millions, except per share amounts - unaudited)	June 30 2023		September 30 2022
Assets
Current assets
Cash and cash equivalents	$	526.7	$	23.4
Receivables, net	71.9		66.1
Inventories, net	34.1		29.4
Prepaid expenses and other current assets	30.3		38.0
Short-term investments	424.1		—
Current assets held for sale	—		1,464.2
Total current assets	1,087.1		1,621.1
Noncurrent assets
Property, plant and equipment, net	761.6		668.6
Operating lease assets	264.3		248.1
Goodwill and intangibles, net	678.0		663.1

Other noncurrent assets	194.5		215.9

Total noncurrent assets	1,898.4		1,795.7
Total assets	$	2,985.5	$	3,416.8

Liabilities and Stockholders’ Equity
Current liabilities

Current portion of long-term debt	$	23.7	$	162.5
Trade and other payables	96.4		45.0
Accrued expenses and other liabilities	285.8		172.6
Current liabilities held for sale	—		539.3
Total current liabilities	405.9		919.4
Noncurrent liabilities
Long-term debt	1,567.8		1,525.1
Employee benefit obligations	202.1		199.4
Operating lease liabilities	245.0		229.2

Other noncurrent liabilities	279.3		237.1

Total noncurrent liabilities	2,294.2		2,190.8
Commitments and contingencies
Stockholders' equity
Preferred stock, no par value, 40.0 shares authorized; no shares issued and outstanding	—		—
Common stock, par value $0.01 per share, 400.0 shares authorized; 138.7 and 176.1 shares issued and outstanding at June 30, 2023 and September 30, 2022, respectively	1.4		1.8
Paid-in capital	44.8		44.1
Retained earnings	222.2		282.0


Accumulated other comprehensive income (loss)	17.0		(21.3)
Stockholders' equity	285.4		306.6
Total liabilities and stockholders’ equity	$	2,985.5	$	3,416.8


☑			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


	Nine months ended June 30
(In millions - unaudited)	2023		2022
Cash flows from operating activities
Net income	$	1,370.8	$	266.6
Adjustments to reconcile net income to cash flows from operating activities:
Income from discontinued operations	(1,246.4)		(169.6)

Depreciation and amortization	60.7		52.1

Deferred income taxes	(26.6)		29.6





Stock-based compensation expense	8.8		11.7
Other, net	2.1		1.6
Change in operating assets and liabilities
Receivables	(3.5)		(2.1)
Inventories	(3.3)		(1.8)
Payables and accrued liabilities	76.4		8.7
Other assets and liabilities	10.9		(69.9)
Operating cash flows from continuing operations	249.9		126.9
Operating cash flows from discontinued operations	(298.3)		64.3
Total cash (used in) provided by operating activities	(48.4)		191.2
Cash flows from investing activities
Additions to property, plant and equipment	(125.9)		(89.5)

Acquisitions of businesses, net of cash acquired	(27.8)		(42.7)


Purchases of investments	(440.4)		—
Other investing activities, net	(0.8)		8.6
Investing cash flows from continuing operations	(594.9)		(123.6)
Investing cash flows from discontinued operations	2,621.0		(20.0)
Total cash provided by (used in) investing activities	2,026.1		(143.6)
Cash flows from financing activities
Proceeds from borrowings, net of issuance costs	920.9		—

Repayments on borrowings	(915.0)		(0.6)

Repurchases of common stock	(1,395.5)		(103.5)

Cash dividends paid	(21.8)		(67.1)
Other financing activities	(16.0)		(13.6)
Financing cash flows from continuing operations	(1,427.4)		(184.8)
Financing cash flows from discontinued operations	(108.1)		6.8
Total cash used in financing activities	(1,535.5)		(178.0)
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash	0.6		(1.4)
Increase (decrease) in cash, cash equivalents and restricted cash	442.8		(131.8)
Cash, cash equivalents and restricted cash - beginning of period	83.9		231.4
Cash, cash equivalents and restricted cash - end of period	$	526.7	$	99.6


	Nine months ended June 30, 2023
(In millions, except per share amounts - unaudited)	Common stock			Paid-in capital		Retained earnings		Accumulated other comprehensive (loss) income		Totals
	Shares	Amount
Balance at September 30, 2022	176.1	$	1.8	$	44.1	$	282.0	$	(21.3)	$	306.6
Net income	—	—		—		81.9		—		81.9
Dividends paid, $0.125 per common share	—	—		0.1		(21.9)		—		(21.8)
Stock-based compensation, net of issuances	0.3	—		(3.4)		—		—		(3.4)
Repurchases of common stock	(2.9)	(0.1)		—		(87.4)		—		(87.5)
Other comprehensive income, net of tax	—	—		—		—		13.5		13.5
Balance at December 31, 2022	173.5	$	1.7	$	40.8	$	254.6	$	(7.8)	$	289.3
Net income	—	—		—		1,227.3		—		1,227.3

Stock-based compensation, net of issuances	0.1	—		1.8		—		—		1.8
Repurchases of common stock	(4.9)	—		—		(171.7)		—		(171.7)
Other comprehensive income, net of tax	—	—		—		—		25.7		25.7
Balance at March 31, 2023	168.7	$	1.7	$	42.6	$	1,310.2	$	17.9	$	1,372.4
Net income	—	—		—		61.6		—		61.6

Stock-based compensation, net of issuances	0.1	—		2.2		—		—		2.2
Repurchases of common stock	(30.1)	(0.3)		—		(1,149.6)		—		(1,149.9)
Other comprehensive loss, net of tax	—	—		—		—		(0.9)		(0.9)
Balance at June 30, 2023	138.7	$	1.4	$	44.8	$	222.2	$	17.0	$	285.4


	Nine months ended June 30, 2022
(In millions, except per share amounts - unaudited)	Common stock			Paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Totals
	Shares	Amount
Balance at September 30, 2021	180.3	$	1.8	$	35.2	$	90.0	$	7.5	$	134.5
Net income	—	—		—		87.0		—		87.0
Dividends paid, $0.125 per common share	—	—		0.1		(22.6)		—		(22.5)
Stock-based compensation, net of issuances	0.2	—		(2.4)		—		—		(2.4)
Repurchases of common stock	(0.9)	—		—		(31.4)		—		(31.4)

Other comprehensive income, net of tax	—	—		—		—		2.1		2.1
Balance at December 31, 2021	179.6	$	1.8	$	32.9	$	123.0	$	9.6	$	167.3
Net income	—	—		—		81.4		—		81.4
Dividends paid, $0.125 per common share	—	—		0.1		(22.6)		—		(22.5)
Stock-based compensation, net of issuances	—	—		3.8		—		—		3.8
Repurchases of common stock	(1.0)	—		—		(34.9)		—		(34.9)
Other comprehensive income, net of tax	—	—		—		—		5.2		5.2
Balance at March 31, 2022	178.6	$	1.8	$	36.8	$	146.9	$	14.8	$	200.3
Net income	—	—		—		98.2		—		98.2
Dividends paid, $0.125 per common share	—	—		0.2		(22.4)		—		(22.2)
Stock-based compensation, net of issuances	—	—		4.3		—		—		4.3
Repurchase of common stock	(1.2)	—		—		(37.1)		—		(37.1)
Other comprehensive income, net of tax	—	—		—		—		(18.0)		(18.0)
Balance at June 30, 2022	177.4	$	1.8	$	41.3	$	185.6	$	(3.2)	$	225.5


Index to Notes to Condensed Consolidated Financial Statements			Page

Note 1 - Basis of Presentation and Significant Accounting Policies			9
Note 2 - Discontinued Operations			10
Note 3 - Fair Value Measurements			12
Note 4 - Business Combinations			14
Note 5 - Debt			15
Note 6 - Income Taxes			16
Note 7 - Employee Benefit Plans			17
Note 8 - Litigation, Claims and Contingencies			17
Note 9 - Earnings Per Share			18
Note 10 - Stockholder’s Equity			18
Note 11 - Supplemental Financial Information			19


	Three months ended June 30				Nine months ended June 30
(In millions)	2023		2022		2023		2022
Net revenues	$	—	$	696.2	$	1,174.4	$	1,953.4
Cost of sales	—		548.5		924.2		1,532.5
Gross profit	—		147.7		250.2		420.9

Selling, general and administrative expenses	—		78.0		125.0		225.7
Net legacy and separation-related expenses	5.6		0.2		26.2		0.5
Equity and other income, net	—		(7.8)		(14.2)		(28.6)
Operating (loss) income from discontinued operations	(5.6)		77.3		113.2		223.3
Net pension and other postretirement plan expense	—		0.1		0.1		0.1
Net interest and other financing expenses	(0.7)		1.2		4.3		2.7
Gain on sale of discontinued operations (a)	(0.8)		—		(1,571.6)		—
(Loss) income before income taxes - discontinued operations	(4.1)		76.0		1,680.4		220.5
Income tax (benefit) expense (b)	(1.2)		17.6		434.0		50.9
(Loss) income from discontinued operations	$	(2.9)	$	58.4	$	1,246.4	$	169.6


	As of June 30, 2023
(In millions)	Total		Level 1		Level 2		Level 3		NAV (a)
Cash and cash equivalents
Money market funds	$	1.4	$	1.4	$	—	$	—	$	—
Time deposits	277.5		—		277.5		—		—

Prepaid expenses and other current assets
Currency derivatives (b)	0.3		—		0.3		—		—


Other noncurrent assets
Non-qualified trust funds	2.8		—		—		—		2.8
Interest rate swap agreements (c)	9.8		—		9.8		—		—
Deferred compensation investments	19.4		19.4		—		—		—
Total assets at fair value	$	311.2	$	20.8	$	287.6	$	—	$	2.8

Accrued expenses and other liabilities
Currency derivatives (b)	$	0.1	$	—	$	0.1	$	—	$	—

Other noncurrent liabilities
Deferred compensation obligations	20.2		—		—		—		20.2
Total liabilities at fair value	$	20.3	$	—	$	0.1	$	—	$	20.2


	As of September 30, 2022
(In millions)	Total		Level 1		Level 2		Level 3		NAV (a)
Cash and cash equivalents
Money market funds	$	0.4	$	0.4	$	—	$	—	$	—
Time deposits	13.3		—		13.3		—		—
Prepaid expenses and other current assets
Currency derivatives (b)	6.0		—		6.0		—		—
Interest rate swap agreements	5.2		—		5.2		—		—
Other noncurrent assets
Non-qualified trust funds	6.4		—		—		—		6.4
Interest rate swap agreements	12.6		—		12.6		—		—
Total assets at fair value	$	43.9	$	0.4	$	37.1	$	—	$	6.4

Accrued expenses and other liabilities
Currency derivatives (b)	$	5.2	$	—	$	5.2	$	—	$	—

Other noncurrent liabilities
Deferred compensation obligations	19.6		—		—		—		19.6
Total liabilities at fair value	$	24.8	$	—	$	5.2	$	—	$	19.6


	June 30, 2023
(In millions)	Amortized cost		Gross unrealized losses		Fair value
Cash and cash equivalents
U.S. treasuries (a)	$	19.9	$	—	$	19.9
Short-term investments
U.S. treasuries (b)	$	424.1	$	(0.9)	$	423.2











		Number of stores at end of period
		Third Quarter 2023	Second Quarter 2023	First Quarter 2023	Fourth Quarter 2022	Third Quarter 2022

Company-operated		854	832	813	790	772
Franchised (a)		950	949	933	925	918
Total system-wide stores (a)		1,804	1,781	1,746	1,715	1,690





(a)	Measures include Valvoline franchisees, which are independent legal entities. Valvoline does not consolidate the results of operations of its franchisees.
(b)	Valvoline determines SSS growth as sales by U.S. stores, with new stores, including franchised conversions, excluded from the metric until the completion of their first full fiscal year in operation.


(a)			EBITDA from continuing operations is defined as income from continuing operations, plus income tax expense, net interest and other financing (income) expense, and depreciation and amortization attributable to continuing operations. Adjusted EBITDA from continuing operations is EBITDA adjusted for key items attributable to continuing operations.
(b)			Includes several elements impacted by changes in plan assets and obligations that are primarily driven by the debt and equity markets, including remeasurement gains and losses, when applicable; and recurring non-service pension and other postretirement net periodic activity, which consists of interest cost, expected return on plan assets and amortization of prior service credits. Management considers that these elements are more reflective of changes in current conditions in global markets (in particular, interest rates), outside the operational performance of the business, and are also legacy amounts that are not directly related to the underlying business and do not have an impact on the compensation and benefits provided to eligible employees for current service. Refer to Note 7 in the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q for further details.
(c)			Activity associated with legacy businesses and the separation from Valvoline’s former parent company and its former Global Products reportable segment. This activity includes the recognition of and adjustments to indemnity obligations to its former parent company; certain legal, financial, professional advisory and consulting fees; and other expenses incurred by the continuing operations in connection with and directly related to these separation transactions and legacy matters. This incremental activity directly attributable to legacy matters and separation transactions is not considered reflective of the underlying operating performance of the Company’s continuing operations. Of specific note, the Company recognized $24.4 million of pre-tax expense during the nine months ended June 30, 2023 to reflect its increased estimated indemnity obligation, which also resulted in an income tax benefit of $26.5 million to reflect the release of valuation allowances in connection with the amendment of the Tax Matters Agreement with Valvoline’s former parent company.


(d)			Consist of redundant expenses incurred from duplicative technology platforms required while implementing the Company’s stand-alone enterprise resource planning software system during fiscal 2023 and transitioning its data centers during fiscal 2022. These expenses are reflective of incremental costs directly associated with technology transitions and are not considered to be reflective of the ongoing expenses of operating the Company’s technology platforms.
(e)			Represents the results of a former Global Products business where operations were suspended during fiscal 2022 that were not included in the sale. These results are not indicative of the operating performance of the Company’s ongoing continuing operations.
(f)			Expense recognized to reduce the carrying value of an investment interest determined to be impaired. This cost is not considered to be reflective of the underlying performance of the Company’s ongoing continuing operations.


	June 30, 2023						September 30, 2022
(In millions)	Fair value		Carrying value (a)		Unamortized discounts and issuance costs		Fair value		Carrying value (a)		Unamortized discounts and issuance costs
2030 Notes	$	590.1	$	594.3	$	(5.7)	$	568.5	$	593.7	$	(6.3)
2031 Notes	438.6		529.7		(5.3)		400.5		529.2		(5.8)
Total	$	1,028.7	$	1,124.0	$	(11.0)	$	969.0	$	1,122.9	$	(12.1)


	Pension benefits				Other postretirement benefits

(In millions)	2023		2022		2023		2022
Three months ended June 30

Interest cost	$	20.6	$	10.8	$	0.4	$	0.1
Expected return on plan assets	(16.8)		(19.7)		—		—
Amortization of prior service credits	0.1		0.1		(0.6)		(0.5)

Net periodic benefit costs (income)	$	3.9	$	(8.8)	$	(0.2)	$	(0.4)

Nine months ended June 30

Interest cost	$	61.8	$	32.4	$	1.2	$	0.5
Expected return on plan assets	(50.4)		(59.1)		—		—
Amortization of prior service credit	0.1		0.1		(1.7)		(1.6)

Net periodic benefit costs (income)	$	11.5	$	(26.6)	$	(0.5)	$	(1.1)


	Three months ended June 30				Nine months ended June 30

(In millions, except per share amounts)	2023		2022		2023		2022
Numerator
Income from continuing operations	$	64.5	$	39.8	$	124.4	$	97.0
(Loss) income from discontinued operations	(2.9)		58.4		1,246.4		169.6
Net income	$	61.6	$	98.2	$	1,370.8	$	266.6

Denominator
Weighted average common shares outstanding	161.5		178.6		169.5		179.6
Effect of potentially dilutive securities (a)	1.0		1.2		1.1		1.3
Weighted average diluted shares outstanding	162.5		179.8		170.6		180.9

Basic earnings (loss) per share
Continuing operations	$	0.40	$	0.22	$	0.74	$	0.54
Discontinued operations	(0.02)		0.33		7.35		0.94
Basic earnings per share	$	0.38	$	0.55	$	8.09	$	1.48

Diluted earnings (loss) per share
Continuing operations	$	0.40	$	0.22	$	0.73	$	0.53
Discontinued operations	(0.02)		0.33		7.31		0.94
Diluted earnings per share	$	0.38	$	0.55	$	8.04	$	1.47


Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations			Page

Business Overview			20
Results of Operations - Consolidated Review			23

Financial Position, Liquidity and Capital Resources			29
New Accounting Pronouncements			32
Critical Accounting Policies and Estimates			32


Monthly period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Dollar value of shares that may yet be purchased under the plans or programs (in millions)
April 1, 2023 - April 30, 2023	2,284,038	$	34.56	2,284,038	$	1,394.1
May 1, 2023 - May 31, 2023	859,216	$	34.28	859,216	$	1,364.6
June 1, 2023 - June 30, 2023	26,953,603	$	38.00	26,953,603	$	340.4
Total	30,096,857	$	37.63	30,096,857
















31.1*			Certification of Samuel J. Mitchell, Jr., Chief Executive Officer of Valvoline, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of Mary E. Meixelsperger, Chief Financial Officer of Valvoline, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**			Certification of Samuel J. Mitchell, Jr., Chief Executive Officer of Valvoline, and Mary E. Meixelsperger, Chief Financial Officer of Valvoline, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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	VALVOLINE INC.
	(Registrant)

August 9, 2023	By:	/s/ Mary E. Meixelsperger
		Mary E. Meixelsperger
		Chief Financial Officer


1.			I have reviewed this Quarterly Report on Form 10-Q of Valvoline Inc.;


2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.			The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


a.			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


			/s/ Samuel J. Mitchell, Jr.
			Samuel J. Mitchell, Jr.
			Chief Executive Officer and Director
			(Principal Executive Officer)


(1)			The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)			The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Samuel J. Mitchell, Jr.
Samuel J. Mitchell, Jr.
Chief Executive Officer
August 9, 2023


/s/ Mary E. Meixelsperger
Mary E. Meixelsperger
Chief Financial Officer
August 9, 2023