What changed in this filing

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Item 1. Financial Statements

2021-10-29 compared with 2021-08-04 · 112 added, 71 removed, 420 unchanged (30% of the section changed)

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Cost of services rendered

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(In millions, except share data)

September 30,

Current Assets:

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2,000,000,000 shares authorized;

85,741,842 shares issued and 85,740,910 shares outstanding at June 30, 2021 and 85,477,779 shares issued and outstanding at December 31, 2020

85,768,848 shares issued and 85,221,181 shares outstanding at September 30, 2021 and 85,477,779 shares issued and outstanding at December 31, 2020

Additional paid-in capital

Accumulated deficit

Retained earnings (accumulated deficit)

Accumulated other comprehensive loss

Less common stock held in treasury, at cost;

547,667 shares at September 30, 2021

Total Equity (Deficit)

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Balance at beginning of period

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Balance at end of period

Accumulated Deficit

Retained Earnings (Accumulated Deficit)

Balance at beginning of period

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Balance at end of period

Common Stock Held in Treasury

Balance at beginning of period

Repurchase of common stock

Balance at end of period

Total Equity (Deficit)

2 unchanged sentences

(In millions)

Six Months Ended

Nine Months Ended

September 30,

Cash and Cash Equivalents at Beginning of Period

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Borrowings of debt, net of discount

Payments of debt

Payments of debt and finance lease obligations

Debt issuance cost paid

Call premium paid on retired debt

Repurchase of common stock

Other financing activities

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Our operations also include our ProConnect on-demand home services business and Streem, a technology platform that uses augmented reality, computer vision and machine learning to, among other things, help home service professionals more quickly and accurately diagnose breakdowns and complete repairs.

At June 30, 2021, we had over two million active home service plans across all 50 states and the District of Columbia.

At September 30, 2021, we had over two million active home service plans across all 50 states and the District of Columbia.

We recommend that the accompanying condensed consolidated financial statements be read in conjunction with the audited consolidated and combined financial statements and the notes thereto included in our 2020 Form 10-K.

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The COVID-19 situation remains very fluid, and we continue to adjust our response in real time.

During the first six months of 2021, our financial condition and results of operations were adversely impacted by the COVID-19 pandemic as follows:

 The tight existing home sales market continues to constrain demand for home service plans in the first-year real estate channel.

Additionally, due to the annual nature of our home service plan agreements, real estate revenue for the first quarter of 2021 was adversely impacted by the decline in U.S.

During the first nine months of 2021, our financial condition and results of operations were adversely impacted by the COVID-19 pandemic as follows:

 The tight existing home sales market continued to constrain demand for home service plans in the first-year real estate channel.

Additionally, due to the annual nature of our home service plan agreements and the corresponding recognition of revenue over this annual period, real estate revenue for the first quarter of 2021 was adversely impacted by the decline in U.S.

existing home sales that occurred in the second quarter of 2020.

 We experienced an increase in appliance and plumbing claims primarily due to the increased usage of home systems and appliances driven by customers spending greater time at home in response to COVID-19.

In addition, industry-wide parts availability challenges in the appliance trade have caused increased cost pressure, and, more specifically, additional replacements due to lack of parts availability, further contributing to the increased costs.

 We incurred incremental wages at our customer care centers due to a higher number of service requests in the appliance and plumbing trades, which is primarily a result of customers spending greater time at home in response to COVID-19.

Additionally, due to labor availability challenges, we continue to experience difficulties in hiring and retaining customer care center personnel.

 We continued to experience an increase in appliance claims compared to pre-pandemic levels primarily due to increased usage of home systems and appliances driven by customers spending greater time at home in response to COVID-19.

In addition, industry-wide parts availability challenges have caused increased cost pressure, and, more specifically, additional appliance replacements due to lack of parts availability, further contributing to the increased costs.

These industry-wide supply chain challenges also impacted the customer experience, which was reflected in our customer retention rate.

 We incurred incremental customer service wages due to a higher number of service requests in the appliance trade compared to pre-pandemic levels, which was primarily a result of customers spending greater time at home in response to COVID-19.

Additionally, due to labor availability challenges, we continued to experience difficulties in hiring and retaining customer service personnel.

Significant Accounting Policies

Our significant accounting policies are described in Note 2 to the audited consolidated and combined financial statements included in our 2020 Form 10-K.

There have been no material changes to the significant accounting policies for the six months ended June 30, 2021.

There have been no material changes to the significant accounting policies for the nine months ended September 30, 2021.

The majority of our revenue is generated from annual home service plan agreements entered into with our customers.

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In millions)

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We capitalize the incremental costs of obtaining a contract with a customer, primarily sales commissions, and recognize the expense using the input method in proportion to the costs expected to be incurred in performing services under the contract, over the expected customer relationship period.

Deferred customer acquisition costs were $ 18 million and $ 19 million as of June 30, 2021 and December 31, 2020, respectively.

Amortization of these deferred acquisition costs was $ 6 million for each of the three months ended June 30, 2021 and 2020 and $ 10 million for each of the six months ended June 30, 2021 and 2020.

Deferred customer acquisition costs were $ 16 million and $ 19 million as of September 30, 2021 and December 31, 2020, respectively.

Amortization of these deferred acquisition costs was $ 5 million and $ 6 million for the three months ended September 30, 2021 and 2020, respectively, and $ 15 million for each of the nine months ended September 30, 2021 and 2020.

There were no impairment losses in relation to these capitalized costs.

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As a result, a contract asset is created when revenue is recognized on monthly-pay customers before being billed.

As of June 30, 2021, a contract asset of $ 4 million was recorded related to the recognition of monthly-pay customer revenue on an other-than-straight-line basis to match the timing of cost recognition.

As of September 30, 2021, a contract asset of $ 53 million was recorded related to the recognition of monthly-pay customer revenue on an other-than-straight-line basis to match the timing of cost recognition.

Deferred revenue represents a contract liability and is recognized when cash payments are received in advance of the performance of services, including when the amounts are refundable.

Amounts are recognized as revenue in proportion to the costs expected to be incurred in performing services under our contracts.

Deferred revenue was $ 162 million and $ 187 million as of June 30, 2021 and December 31, 2020, respectively.

Changes in deferred revenue for the six months ended June 30, 2021 were as follows:

Deferred revenue was $ 147 million and $ 187 million as of September 30, 2021 and December 31, 2020, respectively.

Changes in deferred revenue for the nine months ended September 30, 2021 were as follows:

(In millions)

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Recognition of deferred revenue

Balance as of June 30, 2021

There was approximately $ 75 million and $ 146 million of revenue recognized in the three and six months ended June 30, 2021, respectively, that was included in the deferred revenue balance as of December 31, 2020.

Balance as of September 30, 2021

There was approximately $ 41 million and $ 187 million of revenue recognized in the three and nine months ended September 30, 2021, respectively, that was included in the deferred revenue balance as of December 31, 2020.

Deferred revenue decreased during the nine months ended September 30, 2021, reflecting a decline in the number of first-year real estate home service plans, a shift in the mix of annual-pay customers to monthly-pay customers and the recognition of previously deferred amounts on an other-than-straight-line basis to match the timing of cost recognition.

Goodwill and Intangible Assets

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An assessment for impairment is performed on October 1 of every year.

The balance of goodwill was $ 512 million as of June 30, 2021 and December 31, 2020.

There were no goodwill or trade name impairment charges recorded in the six months ended June 30, 2021 and 2020.

There were no accumulated impairment losses recorded as of June 30, 2021 and December 31, 2020.

The balance of goodwill was $ 512 million as of September 30, 2021 and December 31, 2020.

There were no goodwill or trade name impairment charges recorded in the nine months ended September 30, 2021 and 2020.

There were no accumulated impairment losses recorded as of September 30, 2021 and December 31, 2020.

During the second quarter of 2020, we completed a business acquisition for $ 5 million, which was primarily allocated to developed technology and other intangible assets.

There were no acquisitions during the six months ended June 30, 2021.

There were no acquisitions during the nine months ended September 30, 2021.

The table below summarizes the other intangible asset balances:

As of June 30, 2021

As of September 30, 2021

As of December 31, 2020

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(1) Not subject to amortization.

Amortization expense was $ 3 million and $ 4 million for the three months ended June 30, 2021 and 2020, respectively, and $ 6 million and $ 7 million for the six months ended June 30, 2021 and 2020, respectively.

Amortization expense was $ 2 million and $ 2 million for the three months ended September 30, 2021 and 2020, respectively, and $ 8 million and $ 9 million for the nine months ended September 30, 2021 and 2020, respectively.

The following table outlines expected amortization expense for existing intangible assets for the remainder of 2021 and the next five years :

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2021 (remainder)

We have operating leases primarily for our corporate offices, customer care centers and engineering and technology campuses.

We have operating leases primarily for our corporate offices, customer service centers and engineering and technology campuses.

Our leases have remaining lease terms of two years to 13 years, some of which include options to extend the leases for up to five years .

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The weighted-average remaining lease term and weighted-average discount rate related to operating leases is as follows:

September 30,

Weighted-average remaining lease term (years)

Weighted-average discount rate

We recognized operating lease expense of $ 1 million for each of the three months ended June 30, 2021 and 2020 and $ 2 million and $ 1 million for the six months ended June 30, 2021 and 2020, respectively .

We recognized operating lease expense of $ 1 million for each of the three months ended September 30, 2021 and 2020 and $ 3 million and $ 2 million for the nine months ended September 30, 2021 and 2020, respectively .

These expenses are included in Selling and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

Supplemental cash flow information related to operating leases is as follows:

Six Months Ended

Nine Months Ended

September 30,

(In millions)

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_____________________________

(1) For the six months ended June 30, 2020, amounts include $ 2 million of lease termination costs related to the decision to consolidate certain operations of Landmark Home Warranty, LLC (“Landmark”) with those of OneGuard Home Warranties (“OneGuard”).

(1) For the nine months ended September 30, 2020, amounts include $ 2 million of lease termination costs related to the decision to consolidate certain operations of Landmark Home Warranty, LLC (“Landmark”) with those of OneGuard Home Warranties (“OneGuard”).

See Note 7 to the accompanying condensed consolidated financial statements for further information.

Supplemental balance sheet information related to operating leases is as follows:

September 30,

(In millions)

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Total operating lease liabilities

The following table presents maturities of our operating lease liabilities as of June 30, 2021.

The following table presents maturities of our operating lease liabilities as of September 30, 2021.

(In millions)

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Our estimated tax rate is adjusted each quarter in accordance with ASC 740.

The effective tax rate on income was 26.0 percent and 25.5 percent for the three months ended June 30, 2021 and 2020, respectively, and 24.5 percent and 25.4 percent for six months ended June 30, 2021 and 2020, respectively .

The decrease in the effective tax rate for the six months ended June 30, 2021 compared to 2020 is primarily due to excess tax benefits for share-based awards.

The effective tax rate on income was 24.3 percent and 24.8 percent for the three months ended September 30, 2021 and 2020, respectively, and 24.4 percent and 25.1 percent for nine months ended September 30, 2021 and 2020, respectively .

The decrease in the effective tax rate for the nine months ended September 30, 2021 compared to 2020 is primarily due to excess tax benefits for share-based awards and income tax credits, offset, in part, by an increase in state income taxes.

We are subject to taxation in the United States, various states and foreign jurisdictions.

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We are not subject to state and local income tax examinations by tax authorities in jurisdictions where separate income tax returns are filed for the years prior to 2016.

Substantially all of our income before income taxes for the six months ended June 30, 2021 and 2020 was generated in the United States.

Substantially all of our income before income taxes for the nine months ended September 30, 2021 and 2020 was generated in the United States.

Our policy is to recognize potential interest and penalties related to our tax positions within the tax provision.

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Restructuring Charges

We incurred restructuring charges of $ 1 million (less than $ 1 million, net of tax) and $ 1 million ($ 1 million, net of tax) for the three months ended June 30, 2021 and 2020, respectively, and $ 2 million ($ 1 million, net of tax) and $ 4 million ($ 3 million, net of tax) for the six months ended June 30, 2021 and 2020, respectively.

For the three months ended June 30, 2021 and 2020 , restructuring charges primarily comprised accelerated depreciation of certain technology systems driven by efforts to enhance our technological capabilities.

For the six months ended June 30, 2021, restructuring charges comprised $ 1 million of accelerated depreciation of certain technology systems driven by efforts to enhance our technological capabilities and $ 1 million of severance and other costs.

For the six months ended June 30, 2020, restructuring charges comprised $ 2 million of lease termination costs and $ 1 million of severance and other costs related to the decision to consolidate the operations of Landmark with those of OneGuard, which was completed during the first quarter of 2020, as well as $ 1 million of accelerated depreciation of certain technology systems.

We incurred restructuring charges of less than $ 1 million (less than $ 1 million, net of tax) for each of the three months ended September 30, 2021 and 2020 and $ 2 million ($ 1 million, net of tax) and $ 4 million ($ 3 million, net of tax) for the nine months ended September 30, 2021 and 2020, respectively.

For the three months ended September 30, 2021, restructuring charges primarily comprised severance costs.

For the three months ended September 30, 2020 restructuring charges primarily comprised accelerated depreciation of certain technology systems driven by efforts to enhance our technological capabilities.

For the nine months ended September 30, 2021, restructuring charges comprised $ 1 million of accelerated depreciation of certain technology systems driven by efforts to enhance our technological capabilities and $ 1 million of severance and other costs.

For the nine months ended September 30, 2020, restructuring charges comprised $ 2 million of lease termination costs and $ 1 million of severance and other costs related to the decision to consolidate the operations of Landmark with those of OneGuard, which was completed during the first quarter of 2020, as well as $ 1 million of accelerated depreciation of certain technology systems.

The pre-tax charges discussed above are reported in “Restructuring charges” in the accompanying condensed consolidated statements of operations and comprehensive income.

As of December 31, 2020, there were $ 1 million of restructuring charges accrued, which were paid or otherwise settled during the six months ended June 30, 2021.

As of June 30, 2021, there were less than $ 1 million in accrued restructuring charges in the accompanying condensed consolidated statements of financial position.

As of December 31, 2020, there were $ 1 million of restructuring charges accrued, which were paid or otherwise settled during the nine months ended September 30, 2021.

As of September 30, 2021, there were no accrued restructuring charges in the accompanying condensed consolidated statements of financial position.

Commitments and Contingencies

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Stock-Based Compensation

We recognized stock-based compensation expense of $ 8 million ($ 6 million, net of tax) and $ 5 million ($ 4 million, net of tax) for the three months ended June 30, 2021 and 2020, respectively, and $ 13 million ($ 10 million, net of tax) and $ 8 million ($ 7 million, net of tax) for the six months ended June 30, 2021 and 2020, respectively.

We recognized stock-based compensation expense of $ 5 million ($ 4 million, net of tax) and $ 4 million ($ 4 million, net of tax) for the three months ended September 30, 2021 and 2020, respectively, and $ 19 million ( 14 million, net of tax) and $ 13 million ($ 11 million, net of tax) for the nine months ended September 30, 2021 and 2020, respectively.

These charges are included in Selling and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

A summary of awards granted under the Omnibus Plan during the six months ended June 30, 2021 is presented below:

A summary of awards granted under the Omnibus Plan during the nine months ended September 30, 2021 is presented below:

Weighted Avg.

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(1) The number of performance shares granted during the six months ended June 30, 2021 represents the target value of the awards.

(1) The number of performance shares granted during the nine months ended September 30, 2021 represents the target value of the awards.

The performance shares contain a performance condition that is based on our revenue target, and the ultimate number of performance shares to be earned depends on the achievement of this performance condition.

As of June 30, 2021, there was $ 54 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options, restricted stock units (“RSUs”), performance shares and restricted stock awards (“RSAs”).

As of September 30, 2021, there was $ 46 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options, restricted stock units (“RSUs”), performance shares and restricted stock awards (“RSAs”).

These remaining costs are expected to be recognized over a weighted-average period of 2.31 years.

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Long-term debt is summarized in the following table:

September 30,

(In millions)

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Amended Revolving Credit Facility maturing in 2026

Existing Term Loan Facility maturing in 2025 (3)

Existing Revolving Credit Facility maturing in 2023

Prior Term Loan Facility maturing in 2025 (3)

Prior Revolving Credit Facility maturing in 2023

2026 Notes (4)

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___________________________________

(1) As of June 30, 2021, presented net of $ 2 million in unamortized debt issuance costs.

(2) As of June 30, 2021, presented net of $ 4 million in unamortized debt issuance costs and $ 2 million in unamortized original issue discount.

(1) As of September 30, 2021, presented net of $ 2 million in unamortized debt issuance costs.

(2) As of September 30, 2021, presented net of $ 4 million in unamortized debt issuance costs and $ 2 million in unamortized original issue discount.

(3) As of December 31, 2020, presented net of $ 5 million in unamortized debt issuance costs and $ 1 million in unamortized original issue discount.

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Credit Facilities

On February 17, 2021, we repaid $ 100 million of the outstanding principal amount of the Existing Term Loan Facility.

On February 17, 2021, we repaid $ 100 million of the outstanding principal amount of the Prior Term Loan Facility.

In connection with the repayment, we recorded a loss on extinguishment of debt of $ 1 million, which included the write-off of debt issuance costs and original issue discount.

On June 17, 2021, we entered into the Amended Credit Agreement, providing for the Term Loan A maturing June 17, 2026 , the Term Loan B maturing June 17, 2028 and the Amended Revolving Credit Facility, which terminates June 17, 2026 .

The net proceeds of the transaction, together with cash on hand, were used to redeem the remaining outstanding principal amounts of $ 534 million of the Existing Term Loan Facility and $ 350 million of the 2026 Notes at a price of 106.1 %.

In addition, the Amended Revolving Credit Facility replaced the Existing Revolving Credit Facility .

The net proceeds of the transaction, together with cash on hand, were used to redeem the remaining outstanding principal amounts of $ 534 million of the Prior Term Loan Facility and $ 350 million of the 2026 Notes at a price of 106.1 %.

In addition, the Amended Revolving Credit Facility replaced the Prior Revolving Credit Facility .

In connection with the repayments, we recorded a loss on extinguishment of debt of $ 30 million in the second quarter of 2021, which included a “make-whole” redemption premium of $ 21 million on the 2026 Notes and the write-off of $ 9 million of debt issuance costs and original issue discount.

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The Amended Revolving Credit Facility limits outstanding letters of credit to $ 250 million.

As of June 30, 2021, there were $ 2 million of letters of credit outstanding and $ 248 million of available borrowing capacity under the Amended Revolving Credit Facility.

As of September 30, 2021, there were $ 2 million of letters of credit outstanding and $ 248 million of available borrowing capacity under the Amended Revolving Credit Facility.

The Amended Credit Agreement contains certain affirmative and negative covenants, including limitations on the incurrence of indebtedness, liens, ability to engage in certain fundamental transactions, make certain dispositions, make certain restricted payments and engage in transactions with affiliates.

The Amended Credit Agreement also contains a financial covenant requiring the maintenance of a Consolidated First Lien Leverage Ratio, as defined in the Amended Credit Agreement, of not greater than 3.50 to 1.00 at the end of each fiscal quarter or, subject to certain limitations, 4.00 to 1.00 following material acquisitions .

As of June 30, 2021, we were in compliance with the financial covenants under the Amended Credit Agreement that were in effect on such date.

1.00 at the end of each fiscal quarter or, subject to certain limitations, 4.00 to 1.00 following material acquisitions .

As of September 30, 2021, we were in compliance with the financial covenants under the Amended Credit Agreement that were in effect on such date.

Scheduled Long-term Debt Payments

As of June 30, 2021, future scheduled long - term debt payments are $ 8 million for the remainder of 2021, $ 17 million for each of the years ending December 31, 2022 through 2025 and $ 205 million for the year ending December 31, 2026.

As of September 30, 2021, future scheduled long - term debt payments are $ 4 million for the remainder of 2021, $ 17 million for each of the years ending December 31, 2022 through 2025 and $ 205 million for the year ending December 31, 2026.

Supplemental Cash Flow Information

Supplemental information relating to the accompanying condensed consolidated statements of cash flows is presented in the following table:

Six Months Ended

Nine Months Ended

September 30,

(In millions)

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Net current period other comprehensive income (loss)

Balance as of June 30, 2021

Balance as of September 30, 2021

Balance as of December 31, 2019

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Net current period other comprehensive income (loss)

Balance as of June 30, 2020

Balance as of September 30, 2020

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Other Comprehensive Income (Loss)

Six Months Ended

Nine Months Ended

September 30,

Consolidated Statements of

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See Note 12 to the accompanying condensed consolidated financial statements for the effective portion of the gain or loss on derivative instruments recorded in AOCI and for the amounts reclassified out of AOCI and into earnings.

As the underlying forecasted transactions occur during the next 12 months, the unrealized hedging loss in AOCI expected to be recognized in earnings is $ 8 million, net of tax, as of June 30, 2021.

As the underlying forecasted transactions occur during the next 12 months, the unrealized hedging loss in AOCI expected to be recognized in earnings is $ 8 million, net of tax, as of September 30, 2021.

The amounts that are ultimately reclassified into earnings will be based on actual interest rates at the time the positions are settled and may differ materially from the amount noted above.

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The period-end carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments.

The carrying amount of total debt was $ 633 million and $ 975 million, and the estimated fair value was $ 640 million and $ 1,004 million as of June 30, 2021 and December 31, 2020, respectively.

The carrying amount of total debt was $ 629 million and $ 975 million, and the estimated fair value was $ 635 million and $ 1,004 million as of September 30, 2021 and December 31, 2020, respectively.

The fair value of our debt is estimated based on available market prices for the same or similar instruments that are considered significant other observable inputs (Level 2) within the fair value hierarchy.

The fair values presented reflect the amounts that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

The fair value estimates presented in this report are based on information available to us as of June 30, 2021 and December 31, 2020.

The fair value estimates presented in this report are based on information available to us as of September 30, 2021 and December 31, 2020.

We value our interest rate swap contract using a forward interest rate curve obtained from a third-party market data provider.

1 unchanged sentence

The expected future settlements are determined by comparing the contract interest rate to the expected forward interest rate as of each settlement date and applying the difference between the two rates to the notional amount of debt in the interest rate swap contract.

We did not change our valuation techniques for measuring the fair value of any financial assets and liabilities during the six months ended June 30, 2021.

We did not change our valuation techniques for measuring the fair value of any financial assets and liabilities during the nine months ended September 30, 2021.

Transfers between levels, if any, are recognized at the end of the reporting period.

There were no transfers between levels during the six months ended June 30, 2021 and 2020.

There were no transfers between levels during the nine months ended September 30, 2021 and 2020.

The carrying amount and estimated fair value of our financial instruments that are recorded at fair value on a recurring basis for the periods presented are as follows:

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‎ Unobservable

As of June 30, 2021:

As of September 30, 2021:

Financial Liabilities:

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Total financial liabilities

Share Repurchase Program

On September 7, 2021, we announced a three-year repurchase authorization of up to $ 400 million of outstanding shares of our common stock over the three-year period from September 3, 2021 through September 3, 2024.

Purchases of outstanding shares are as follows:

Three Months Ended

Nine Months Ended

September 30,

(In millions, except per share data)

Number of shares purchased

Average price paid per share (1)

Cost of shares purchased

________________________________

(1) The average price paid per share is calculated on a trade date basis and excludes commissions.

Earnings Per Share

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In millions, except per share data)

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___________________________________

(1) Options to purchase 0.2 million and 0.9 million shares for the three months ended June 30, 2021 and 2020, respectively, and 0.1 million and 0.6 million shares for the six months ended June 30, 2021 and 2020, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive.

(1) Restricted stock units of 0.3 million and 0.1 million shares for the three months ended September 30, 2021 and 2020, respectively, and 0.3 million and 0.1 million shares for the nine months ended September 30, 2021 and 2020, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive.

(2) Options to purchase 0.7 million and 0.9 million shares for the three months ended September 30, 2021 and 2020, respectively, and 0.6 million and 0.7 million shares for the nine months ended September 30, 2021 and 2020, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements