Hyliion Holdings Corp. 10-Q

ITEM 1. FINANCIAL STATEMENTS HYLIION HOLDINGS CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollar amounts in thousands, except share data) March 31, 2024 December 31, 2023 (Unaudited) Assets Current assets Cash and cash equivalents $ 14,715 $ 12,881 Accounts receivable 122 40 Prepaid expenses and other current assets 6,559 18,483 Short-term investments 126,703 150,297 Assets held for sale 5,973 — Total current assets 154,072 181,701 Property and equipment, net 12,701 9,987 Operating lease right-of-use assets 6,992 7,070 Other assets 1,360 1,439 Long-term investments 122,529 128,186 Total assets $ 297,654 $ 328,383 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 2,119 $ 4,224 Current portion of operating lease liabilities 1,436 847 Accrued expenses and other current liabilities 6,948 10,051 Total current liabilities 10,503 15,122 Operating lease liabilities, net of current portion 6,207 6,792 Other liabilities 534 203 Total liabilities 17,244 22,117 Commitments and contingencies (Note 9) Stockholders’ equity Common stock, $ 0.0001 par value; 250,000,000 shares authorized; 184,016,695 and 183,071,317 shares issued at March 31, 2024 and December 31, 2023, respectively; 175,304,238 and 183,034,255 shares outstanding as of March 31, 2024 and December 31, 2023, respectively 18 18 Additional paid-in capital 405,118 404,045 Treasury stock, at cost; 8,712,457 and 37,062 shares as of March 31, 2024 and December 31, 2023, respectively ( 11,370 ) ( 33 ) Accumulated deficit ( 113,356 ) ( 97,764 ) Total stockholders’ equity 280,410 306,266 Total liabilities and stockholders’ equity $ 297,654 $ 328,383 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 Table of Contents HYLIION HOLDINGS CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollar amounts in thousands, except share and per share data) Three Months Ended March 31, 2024 2023 Revenues Product sales and other $ — $ 310 Total revenues — 310 Cost of revenues Product sales and other — 691 Total cost of revenues — 691 Gross loss — ( 381 ) Operating expenses Research and development 7,968 20,918 Selling, general and administrative 6,592 10,981 Exit and termination costs 4,431 — Total operating expenses 18,991 31,899 Loss from operations ( 18,991 ) ( 32,280 ) Interest income 3,396 3,462 Gain on disposal of assets 3 2 Other expense, net — ( 15 ) Net loss $ ( 15,592 ) $ ( 28,831 ) Net loss per share, basic and diluted $ ( 0.09 ) $ ( 0.16 ) Weighted-average shares outstanding, basic and diluted 178,482,894 180,118,044 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Table of Contents HYLIION HOLDINGS CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Dollar amounts in thousands, except share data) Three Months Ended March 31, 2024 Common Stock Treasury Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity Shares Amount Shares Amount Balance at December 31, 2023 183,071,317 $ 18 ( 37,062 ) $ ( 33 ) $ 404,045 $ ( 97,764 ) $ 306,266 Exercise of common stock options and vesting of restricted stock units, net 945,378 — — — ( 247 ) — ( 247 ) Share-based compensation — — — — 1,320 — 1,320 Repurchase of treasury stock — — ( 8,675,395 ) ( 11,337 ) — — ( 11,337 ) Net loss — — — — — ( 15,592 ) ( 15,592 ) Balance at March 31, 2024 184,016,695 $ 18 ( 8,712,457 ) $ ( 11,370 ) $ 405,118 $ ( 113,356 ) $ 280,410 Three Months Ended March 31, 2023 Common Stock Treasury Stock Additional Paid-In Capital (Accumulated Deficit) Retained Earnings Total Stockholders’ Equity Shares Amount Shares Amount Balance at December 31, 2022 179,826,309 $ 18 — $ — $ 397,810 $ 25,746 $ 423,574 Exercise of common stock options and vesting of restricted stock units, net 869,263 — — — ( 176 ) — ( 176 ) Share-based compensation — — — — 2,040 — 2,040 Net loss — — — — — ( 28,831 ) ( 28,831 ) Balance at March 31, 2023 180,695,572 $ 18 — $ — $ 399,674 $ ( 3,085 ) $ 396,607 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents HYLIION HOLDINGS CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollar amounts in thousands) Three Months Ended March 31, 2024 2023 Cash flows from operating activities Net loss $ ( 15,592 ) $ ( 28,831 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 572 524 Amortization and accretion of investments, net ( 973 ) ( 194 ) Noncash lease expense 78 302 Inventory write-down — 231 Gain on disposal of assets ( 572 ) ( 2 ) Share-based compensation 1,320 2,040 Carrying value adjustment to assets held for sale 5,564 — Changes in operating assets and liabilities: Accounts receivable ( 82 ) 299 Inventory — ( 1,026 ) Prepaid expenses and other assets ( 7,382 ) ( 5,313 ) Accounts payable ( 2,573 ) 215 Accrued expenses and other liabilities ( 3,066 ) ( 1,144 ) Operating lease liabilities 4 ( 340 ) Net cash used in operating activities ( 22,702 ) ( 33,239 ) Cash flows from investing activities Purchase of property and equipment and other ( 2,818 ) ( 2,988 ) Proceeds from sale of property and equipment 572 2 Purchase of investments ( 23,707 ) ( 31,394 ) Proceeds from sale and maturity of investments 53,861 33,533 Net cash provided by (used in) investing activities 27,908 ( 847 ) Cash flows from financing activities Proceeds from exercise of common stock options 48 19 Taxes paid related to net share settlement of equity awards ( 295 ) ( 195 ) Repurchase of treasury stock ( 11,043 ) — Net cash used in financing activities ( 11,290 ) ( 176 ) Net decrease in cash and cash equivalents and restricted cash ( 6,084 ) ( 34,262 ) Cash and cash equivalents and restricted cash, beginning of period 21,464 120,133 Cash and cash equivalents and restricted cash, end of period $ 15,380 $ 85,871 Supplemental disclosure of noncash investing and financing activities: Repurchase of treasury stock included in accrued expenses $ 294 $ — Acquisitions of property and equipment included in accounts payable and other $ 468 $ 255 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents HYLIION HOLDINGS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except as separately indicated) Note 1. Overview Hyliion Holdings Corp. is a Delaware corporation headquartered in Cedar Park, Texas, with research and development facilities near Cincinnati, Ohio, that designs and develops power generators for stationary and mobile applications. References to the “Company,” “Hyliion,” “we,” or “us” in this report refer to Hyliion Holdings Corp. and its wholly owned subsidiary, unless expressly indicated or the context otherwise requires. Note 2. Disposals Strategic Plan Wind Down On November 7, 2023, the Board of the Company approved a strategic plan to wind down its powertrain business and preserve the related intellectual property (the “Plan”). We have not accounted for the impacts of the Plan as a discontinued operation through March 31, 2024 as we have not abandoned or sold the underlying intellectual property. We historically provided limited assurance-type warranties under our powertrain contracts and plan to continue to service such warranties through their remaining term, with the majority ending in 2024. Total charges and expenses related to the Plan of $ 4.4 million, inclusive of charges to assets held for sale discussed below, were incurred in the Company’s first quarter of 2024 and are included in exit and termination costs in the condensed consolidated statements of operations. The change in total liabilities associated with the Plan is included within accrued expenses and other current liabilities as presented in Note 8, and accounts payable, and is summarized as follows (in millions): December 31, 2023 Charged to Expense Costs Paid or Settled March 31, 2024 Employee severance and retention $ 1.1 $ — $ ( 0.4 ) $ 0.7 Contract terminations 6.5 ( 0.7 ) ( 3.7 ) 2.1 Warranty obligations 0.4 ( 0.3 ) — 0.1 $ 8.0 $ ( 1.0 ) $ ( 4.1 ) $ 2.9 The above estimates of the cash expenditures and charges that the Company expects to incur in connection with the Plan, and the timing thereof, are subject to a number of assumptions and actual amounts may differ materially from estimates. In addition, the Company may incur other cash expenditures or charges not currently contemplated due to unanticipated events. Assets Held for Sale During the quarter ended March 31, 2024 certain assets of our powertrain business including Class 8 semi-trucks and capital equipment were being actively marketed for sale, and we were actively locating buyers, at a price that was reasonable in relation to their current fair value and the assets were available for immediate sale in their present condition. Further, we estimated that the sale of the disposal groups were expected to be completed within one year and it was unlikely that significant changes to the plan of sale would be made. We review assets held for sale each reporting period to determine whether the existing carrying amounts are fully recoverable in comparison to their estimated fair values less costs to sell. We have recorded assets held for sale of $ 6.0 million consisting of property and equipment in connection with the Plan at their fair value less costs to sell at March 31, 2024. We used fair value hierarchy Level III inputs including comparable assets, adjusted for condition, and recorded charges of $ 5.6 million included in exit and termination costs in the condensed consolidated statements of operations. The estimates of fair value less costs to sell are subject to a number of assumptions and actual amounts may differ materially from estimates. Note 3. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Hyliion Holdings Corp. and its wholly owned subsidiary. Intercompany transactions and balances have been eliminated upon consolidation. The condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”), which permit reduced disclosure for interim periods. The condensed consolidated balance sheet at December 31, 2023 was derived from audited financial statements for the fiscal year then ended, but does not include all necessary disclosures required with respect to annual financial statements. In the opinion of the Company, these condensed consolidated financial statements include all recurring adjustments and normal accruals necessary 5 for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s 2023 Annual Report. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period. These condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The Company is an early-stage growth company and has generated negative cash flows from operating activities since inception. At March 31, 2024, the Company had total equity of $ 280.4 million, inclusive of cash and cash equivalents of $ 14.7 million and total investments of $ 249.2 million. Based on this, the Company has sufficient funds to continue to execute its business strategy for the next twelve months from the issuance date of the financial statements included in this Quarterly Report on Form 10-Q. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve disposals, income taxes and valuation of share-based compensation. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s condensed consolidated financial statements. Concentration of Supplier Risk The Company is dependent on certain suppliers, many of which are single source suppliers, and the inability of these suppliers to deliver necessary components of the Company’s products in a timely manner at prices, quality levels and volumes that are acceptable, or the Company’s inability to efficiently manage these components from these suppliers, could have a material adverse effect on the Company’s business, prospects, financial condition and operating results. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity date of 90 days or less at the time of purchase to be cash and cash equivalents only if in checking, savings or money market accounts. Cash and cash equivalents include cash held in banks and money market accounts and are carried at cost, which approximates fair value. The Company maintains cash in excess of federally insured limits at financial institutions which it believes are of high credit quality and has not incurred any losses related to these balances to date. The Company believes its credit risk, with respect to these financial institutions to be minimal. Restricted Cash The Company provided a supplier with a letter of credit for $ 7.9 million in the fourth quarter of 2023 to secure the performance of the Company’s obligations to purchase semi-trucks related to the Founders Program, backed by a restricted cash deposit to pay any draws on the letter of credit by the supplier. The Company was released from this letter of credit in the first quarter of 2024. The Company has provided its corporate headquarters lessor with a letter of credit for $ 0.7 million to secure the performance of the Company’s lease obligations, backed by a restricted cash deposit to pay any draws on the letter of credit by the lessor. Total cash and cash equivalents and restricted cash as presented in the condensed consolidated statements of cash flows is summarized as follows: March 31, 2024 December 31, 2023 March 31, 2023 December 31, 2022 Cash and cash equivalents $ 14,715 $ 12,881 $ 85,206 $ 119,468 Restricted cash included in prepaid expenses and other current assets — 7,918 — — Restricted cash included in other assets 665 665 665 665 $ 15,380 $ 21,464 $ 85,871 $ 120,133 Accounts Receivable Accounts receivable are stated at a gross invoice amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is maintained at a level considered adequate to provide for potential account losses on the balance based on the 6 Company’s evaluation of the anticipated impact of current economic conditions, changes in the character and size of the balance, past and expected future loss experience and other pertinent factors. At March 31, 2024 and December 31, 2023, there were no accounts receivable due from customers or allowances for doubtful accounts. Investments The Company’s investments consist of corporate bonds, U.S. treasury and agency securities, state and local municipal bonds and commercial paper, all of which are classified as held-to-maturity, with a maturity date of 36 -months or less at the time of purchase. The Company determines the appropriate classification of investments at the time of purchase and re-evaluates such designation as of each balance sheet date. Investments are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization, along with interest, is included in interest income. The Company uses the specific identification method to determine the cost basis of securities sold. Investments are impaired when a decline in fair value is judged to be other-than-temporary. The Company evaluates investments for impairment by considering the length of time and extent to which market value has been less than cost or amortized cost, the financial condition and near-term prospects of the issuer as well as specific events or circumstances that may influence the operations of the issuer and the Company’s intent to sell the security or the likelihood that it will be required to sell the security before recovery of the entire amortized cost. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income (expense) and a new cost basis in the investment is established. Fair Value Measurements ASC 820, Fair Value Measurements , clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level I : Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company can access at the measurement date; Level II : Significant other observable inputs other than level I prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data; and Level III : Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments consist of cash and cash equivalents and restricted cash, accounts receivable, investments, accounts payable and accrued expenses. The carrying value of cash and cash equivalents and restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of those instruments. The fair value of investments is based on quoted prices for identical or similar instruments in markets that are not active. As a result, investments are classified within Level II of the fair value hierarchy. Inventories Through March 31, 2024, we have not yet commercialized the KARNO generator. Costs incurred for components acquired prior to our determination of reaching a commercial stage are expensed as research and development costs, resulting in zero cost basis for those components. As a result, moving-average prices for inventory that is capitalized in future periods may be 7 significantly affected by those zero cost items. During the three months ended March 31, 2024 and March 31, 2023, we recorded inventory write-downs of $ 0.0 million and $ 0.2 million, respectively. Research and Development Expense Research and development costs did not meet the requirements to be recognized as an asset as the associated future benefits were at best uncertain and there was no alternative future use at the time the costs were incurred. Research and development costs include, but are not limited to, outsourced engineering services, allocated facilities costs, depreciation on equipment utilized in research and development activities, internal engineering and development expenses, materials, internally developed software and employee related expenses (including salaries, benefits, travel, and share-based compensation) related to development of the Company’s products and services. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) , to enhance transparency and decision usefulness of income tax disclosures. The pronouncement is effective for fiscal years beginning after December 15, 2024 and we expect a material impact to our disclosures as a result of adoption. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , to improve the disclosures about a public entity’s reportable segments. The pronouncement is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and we expect a material impact to our disclosures as a result of adoption. Note 4. Investments The amortized cost, unrealized gains and losses, fair value and maturities of our held-to-maturity investments at March 31, 2024 and December 31, 2023 are summarized as follows: Fair Value Measurements at March 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 31,067 $ — $ ( 20 ) $ 31,047 U.S. government agency bonds 27,622 22 ( 151 ) 27,493 State and municipal bonds 12,303 — ( 57 ) 12,246 Corporate bonds and notes 178,240 191 ( 494 ) 177,937 $ 249,232 $ 213 $ ( 722 ) $ 248,723 Fair Value Measurements at December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 35,218 $ 18 $ ( 10 ) $ 35,226 U.S. government agency bonds 27,602 56 ( 186 ) 27,472 State and municipal bonds 15,262 1 ( 48 ) 15,215 Corporate bonds and notes 200,401 515 ( 255 ) 200,661 $ 278,483 $ 590 $ ( 499 ) $ 278,574 March 31, 2024 December 31, 2023 Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 126,703 $ 126,385 $ 150,297 $ 149,934 Due after one year through five years 122,529 122,338 128,186 128,640 $ 249,232 $ 248,723 $ 278,483 $ 278,574 8 Note 5. Fair Value Measurements The fair value measurements of our financial assets at March 31, 2024 and December 31, 2023 are summarized as follows: Fair Value Measurements at March 31, 2024 Level I Level II Level III Total Cash and cash equivalents $ 14,715 $ — $ — $ 14,715 Restricted cash 665 — — 665 Held-to-maturity investments: Commercial paper — 31,047 — 31,047 U.S. government agency bonds — 27,493 — 27,493 State and municipal bonds — 12,246 — 12,246 Corporate bonds and notes — 177,937 — 177,937 $ 15,380 $ 248,723 $ — $ 264,103 Fair Value Measurements at December 31, 2023 Level I Level II Level III Total Cash and cash equivalents $ 12,881 $ — $ — $ 12,881 Restricted cash 8,583 — — 8,583 Held-to-maturity investments: Commercial paper — 35,226 — 35,226 U.S. government agency bonds — 27,472 — 27,472 State and municipal bonds — 15,215 — 15,215 Corporate bonds and notes — 200,661 — 200,661 $ 21,464 $ 278,574 $ — $ 300,038 Note 6. Property and Equipment, Net Property and equipment, net at March 31, 2024 and December 31, 2023 is summarized as follows: March 31, 2024 December 31, 2023 Production machinery and equipment $ 14,032 $ 10,376 Vehicles 1,040 2,013 Leasehold improvements 2,818 2,236 Office furniture and fixtures 223 223 Computers and related equipment 1,983 1,963 20,096 16,811 Less: accumulated depreciation ( 7,395 ) ( 6,824 ) Total property and equipment, net $ 12,701 $ 9,987 Note 7. Share-Based Compensation During the three months ended March 31, 2024 and 2023, the Company granted 5.9 million and 2.1 million, respectively, restricted stock units which will vest over a period of one to three years . During the three months ended March 31, 2024 and 2023, 0.9 million and 0.2 million, respectively, of restricted stock units and options were forfeited. Share-based compensation expense for the three months ended March 31, 2024 and 2023 was $ 1.3 million and $ 2.0 million, respectively. Of the restricted stock units granted during the three months ended March 31, 2024, 2.7 million units may vest between February 13, 2025 and December 31, 2026 contingent upon achieving underlying closing stock price thresholds. These awards were valued at $ 0.83 per unit using fair value hierarchy Level III inputs including an underlying share volatility of 90 % and a risk-free rate of 4.35 %. 9 Note 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities at March 31, 2024 and December 31, 2023 are summarized as follows: March 31, 2024 December 31, 2023 Accrued professional services and other $ 1,409 $ 2,606 Accrued compensation and related benefits 2,407 1,510 Other accrued liabilities 1,237 1,922 Accrued severance, contract termination, and other charges 1,895 4,013 $ 6,948 $ 10,051 Note 9. Commitments and Contingencies Economic Incentive Agreement During the quarter ended March 31, 2024, in connection with our operations in Cedar Park, Texas, the Company entered into an agreement with the Cedar Park Economic Development Corporation (“EDC”) that superseded prior agreements, whereby the Company would receive cash grants up to $ 1.1 million from the EDC at various measurement dates during the term of the agreement contingent upon the Company fulfilling and maintaining certain occupancy, investment, and employment requirements. The requirements must be met on or before specific measurement dates and maintained throughout the term of the agreement, which expires effective December 31, 2029. The Company is further required to refund $ 0.7 million and allowed to retain $ 0.4 million, subject to performance of above requirements, of grant funding previously received which was been included within a ccrued expenses and other current liabilities and other liabilities, respectively, as of March 31, 2024. Under the agreement, the EDC has the right to file a security interest to all assets of the Company. Legal Proceedings The Company is periodically involved in legal proceedings, legal actions and claims arising in the nor mal course of business, including proceedings relating to product liability, intellectual property, safety and health, employment and other matters. The Company believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. Note 10. Net Loss Per Share The computation of basic and diluted net loss per share for the three months ended March 31, 2024 and 2023 is summarized as follows (in thousands, except share and per share data): Three Months Ended March 31, 2024 2023 Numerator: Net loss attributable to common stockholders $ ( 15,592 ) $ ( 28,831 ) Denominator: Weighted average shares outstanding, basic and diluted 178,482,894 180,118,044 Net loss per share, basic and diluted $ ( 0.09 ) $ ( 0.16 ) 10 Potential common shares excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the three months ended March 31, 2024 and 2023 are summarized as follows: Three Months Ended March 31, 2024 2023 Unexercised stock options 293,410 2,444,263 Unvested restricted stock units* 6,763,910 4,563,859 7,057,320 7,008,122 * Potential common shares from unvested restricted stock units for the periods ended March 31, 2024 and 2023 include no and 687,084 shares, respectively, where no accounting grant date had been established. 11 Table of Contents