Asure Software(ASUR) - 2020 Q1 - Quarterly Report

PART I - FINANCIAL INFORMATION This section presents the unaudited financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for Asure Software, Inc ITEM 1. FINANCIAL STATEMENTS (Unaudited) This section presents the unaudited condensed consolidated financial statements for Asure Software, Inc., including the balance sheets, statements of comprehensive loss, changes in stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, financial instruments, debt, equity, and recent events Condensed Consolidated Balance Sheets This table provides a snapshot of Asure Software, Inc.'s financial position, detailing assets, liabilities, and stockholders' equity as of March 31, 2020, and December 31, 2019 | Metric (in thousands) | March 31, 2020 (Unaudited) | December 31, 2019 | Change (vs. Dec 31, 2019) | | :--------------------------- | :------------------------- | :---------------- | :------------------------ | | Total Assets | $300,138 | $335,044 | $(34,906) | | Total Liabilities | $163,717 | $197,465 | $(33,748) | | Total Stockholders' Equity | $136,421 | $137,579 | $(1,158) | | Cash and cash equivalents | $20,780 | $28,826 | $(8,046) | | Funds held for clients | $116,433 | $137,935 | $(21,502) | | Client fund obligations | $117,476 | $145,227 | $(27,751) | Condensed Consolidated Statements of Comprehensive Loss This table outlines Asure Software, Inc.'s financial performance, showing revenue, expenses, and net loss for the three months ended March 31, 2020, and 2019 | Metric (in thousands) | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | Change (YoY) | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | :----------- | | Total Revenue | $18,947 | $20,410 | $(1,463) | | Cost of Sales | $7,840 | $6,254 | $1,586 | | Gross Profit | $11,107 | $14,156 | $(3,049) | | Total Operating Expenses | $13,551 | $14,633 | $(1,082) | | Loss from Operations | $(2,444) | $(477) | $(1,967) | | Interest expense and other, net | $696 | $(2,714) | $3,410 | | Net Loss | $(1,767) | $(2,894) | $1,127 | | Basic and Diluted Loss Per Share | $(0.11) | $(0.19) | $0.08 | Condensed Consolidated Statements of Changes in Stockholders' Equity This table details the changes in Asure Software, Inc.'s stockholders' equity from December 31, 2019, to March 31, 2020, including net loss and share-based compensation | Metric (in thousands) | December 31, 2019 | March 31, 2020 | Change | | :-------------------------------------- | :---------------- | :------------- | :----- | | Total Stockholders' Equity | $137,579 | $136,421 | $(1,158) | | Net Loss | N/A | $(1,767) | N/A | | Share-based compensation | N/A | $438 | N/A | | Stock issued upon option exercise | N/A | $106 | N/A | | Other comprehensive income | N/A | $65 | N/A | Condensed Consolidated Statements of Cash Flows This table summarizes Asure Software, Inc.'s cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2020, and 2019 | Cash Flow Activity (in thousands) | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by (used in) operating activities | $(3,403) | $4,247 | | Net cash provided by investing activities | $24,806 | $3,313 | | Net cash used in financing activities | $(29,449) | $(6,402) | | Net increase (decrease) in cash and cash equivalents | $(8,046) | $1,147 | | Cash and cash equivalents at end of period | $20,780 | $16,591 | Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures for the financial statements, covering accounting policies, financial instruments, debt, equity, and recent events NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION Asure Software, Inc. is a leading provider of Human Capital Management (HCM) software solutions, including Payroll & Tax, HR, and Time & Attendance. The company divested its Workspace Management business in December 2019 to focus on HCM - Asure Software, Inc. focuses on Human Capital Management (HCM) solutions (Payroll & Tax, HR, Time & Attendance) after divesting its Workspace Management business in December 2019[13][14] NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES This note outlines the company's significant accounting policies, including the use of estimates, and discusses significant risks and uncertainties, particularly the impact of the COVID-19 pandemic, and recent and upcoming accounting pronouncements USE OF ESTIMATES This section highlights the key accounting estimates used in preparing the financial statements, such as valuation allowances and asset fair values - Key estimates include valuation allowance for deferred tax assets, useful lives of fixed assets, and fair value of long-lived assets and acquired assets/liabilities[18] SIGNIFICANT RISKS AND UNCERTAINTIES This section addresses the significant risks and uncertainties impacting the company, particularly the expected negative effects of the COVID-19 pandemic - The COVID-19 pandemic is expected to negatively impact business, financial condition, results of operations, and growth prospects due to economic slowdown, customer headcount reductions, and decreased demand[20][21] RECENT ACCOUNTING PRONOUNCEMENTS This section details recently adopted accounting standards and their financial impact, or lack thereof, on the company's financial statements - Adopted ASU 2018-13 (Fair Value Measurement) and ASU 2018-15 (Intangibles-Goodwill and Other-Internal-Use Software) on January 1, 2020, with no material financial impact[22][23] - ASU 2020-04 (Reference Rate Reform) issued in March 2020, not expected to apply to current credit agreement[24] STANDARDS YET TO BE ADOPTED This section identifies accounting standards issued but not yet adopted by the company and their potential future impact - Evaluating ASU 2016-13 (Credit Losses), effective January 1, 2023[25] - Evaluating ASU 2019-12 (Income Taxes), effective for fiscal years after December 15, 2020[26] CONTINGENCIES This section discloses any material pending legal proceedings or other contingent liabilities affecting the company's financial position - No material pending legal proceedings as of March 31, 2020[29] NOTE 3 – INVESTMENTS AND FAIR VALUE MEASUREMENTS The company's funds held for clients include available-for-sale securities (government and commercial bonds) and money market funds. Fair value measurements are categorized into a three-tier hierarchy, with most assets classified as Level 1 or Level 2 | Investment Type (in thousands) | March 31, 2020 (Fair Value) | December 31, 2019 (Fair Value) | | :------------------------------ | :-------------------------- | :----------------------------- | | Funds Held for Clients: | | | | Available-for-sale securities | $26,885 | $24,136 | | Money market funds | $38,200 | $48,500 | | Cash Equivalents: | | | | Money market funds | $17,994 | Not material | - Fair value measurements are categorized into a three-tier hierarchy (Level 1: quoted prices in active markets for identical assets; Level 2: quoted prices for similar assets or observable inputs; Level 3: unobservable inputs)[34] NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill remained at $68,697 thousand as of March 31, 2020, with no impairment recognized during the quarter. Total net intangible assets decreased slightly to $63,223 thousand from $63,850 thousand at December 31, 2019, due to amortization | Metric (in thousands) | March 31, 2020 | December 31, 2019 | Change | | :-------------------------- | :------------- | :---------------- | :----- | | Goodwill | $68,697 | $68,697 | $0 | | Total Intangible Assets, net| $63,223 | $63,850 | $(627) | - No goodwill or intangible asset impairment was recognized for the three months ended March 31, 2020[36][37] NOTE 5 – NOTES PAYABLE Total notes payable decreased to $25,688 thousand at March 31, 2020, from $27,185 thousand at December 31, 2019. The company entered into a Third Amended and Restated Credit Agreement in December 2019, providing for $20,000 thousand in term loans and a $10,000 thousand revolver, and was in compliance with all financial covenants as of March 31, 2020 | Debt Type (in thousands) | March 31, 2020 | December 31, 2019 | Change | | :-------------------------- | :------------- | :---------------- | :----- | | Subordinated Notes Payable | $5,813 | $7,185 | $(1,372) | | Term Loan – Wells Fargo | $19,875 | $20,000 | $(125) | | Total Notes Payable | $25,688 | $27,185 | $(1,497) | - The Third Restated Credit Agreement provides for $20,000 thousand in term loans and a $10,000 thousand revolver[45] - As of March 31, 2020, $9,500 thousand was available under the revolver, and the company was in compliance with all financial covenants[47] NOTE 6 – STOCKHOLDERS' EQUITY The Board of Directors authorized a new $5,000 thousand stock repurchase program on March 10, 2020, in addition to existing capacity, though no repurchases were made in Q1 2020 or 2019. Accumulated other comprehensive income (loss) primarily consists of net unrealized gains and losses on available-for-sale securities - New stock repurchase program authorized for up to $5,000 thousand on March 10, 2020[48] - No share repurchases made in 2020 or 2019[50] - Accumulated other comprehensive income (loss) comprises net unrealized gains/losses on available-for-sale securities[50] NOTE 7 – CONTRACTS WITH CUSTOMERS AND REVENUE CONCENTRATION Receivables from customers increased slightly to $4,900 thousand at March 31, 2020. Deferred commission costs and deferred revenue also saw changes. Approximately $32,323 thousand of revenue is expected from remaining performance obligations, with 60% recognized over the next 12 months. No single customer accounted for 10% or more of consolidated revenue | Metric (in thousands) | March 31, 2020 | December 31, 2019 | Change | | :-------------------------------------- | :------------- | :---------------- | :----- | | Receivables from contracts with customers, net | $4,900 | $4,808 | $92 | | Deferred commission costs | $2,985 | $2,697 | $288 | | Deferred revenue (current) | $3,526 | $5,500 | $(1,974) | - Approximately $32,323 thousand of revenue is expected from remaining performance obligations, with 60% to be recognized within the next 12 months[54] - No customer represented 10% or more of consolidated revenue[55] NOTE 8 – LEASES The company has operating lease agreements for office space, with a weighted average remaining lease term of 6 years and a weighted average discount rate of 9%. Net rent expense for the three months ended March 31, 2020, was $504 thousand | Metric (in thousands) | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Operating lease cost | $552 | $579 | | Sublease income | $(48) | $(37) | | Net rent expense | $504 | $542 | - Weighted average remaining lease term for operating leases is 6 years, with a weighted average discount rate of 9%[56] NOTE 9 – SHARE-BASED COMPENSATION Share-based compensation expense for the three months ended March 31, 2020, was $438 thousand. The company granted 187,000 RSUs in January 2020 in exchange for the cancellation of 467,500 eligible stock options. As of March 31, 2020, 849,105 shares were available for grant under the 2018 Incentive Award Plan | Metric (in thousands) | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Share-based compensation | $438 | $502 | - 187,000 RSUs granted in January 2020 in exchange for 467,500 cancelled stock options[62] - 849,105 shares available for grant under the 2018 Plan as of March 31, 2020[63] NOTE 10 – DISCONTINUED OPERATIONS In December 2019, the company sold its Workspace Management business for approximately $121,500 thousand in cash, allowing it to focus on HCM solutions. The operating results of the discontinued operations for the three months ended March 31, 2019, included revenue of $6,350 thousand and income from discontinued operations, net of taxes, of $659 thousand - The Workspace Management business was sold in December 2019 for approximately $121,500 thousand in cash, enabling a focus on HCM solutions[65] | Metric (in thousands) | Three Months Ended March 31, 2019 | | :-------------------------------------- | :-------------------------------- | | Revenue (Discontinued Operations) | $6,350 | | Income from discontinued operations, net of taxes | $659 | NOTE 11 – NET LOSS PER SHARE Basic and diluted net loss per share for the three months ended March 31, 2020, was $(0.11), an improvement from $(0.19) in the prior year period. Stock options and restricted stock units totaling approximately 1,264,000 shares were excluded from diluted EPS calculation as they were anti-dilutive | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | | Net Loss (in thousands) | $(1,767) | $(2,894) | | Weighted-average shares outstanding | 15,727,000 | 15,405,000 | | Basic and Diluted Loss Per Share | $(0.11) | $(0.19) | - Approximately 1,264,000 stock options and restricted stock units were excluded from diluted EPS calculation for Q1 2020 due to their anti-dilutive effect[70] NOTE 12 – SUBSEQUENT EVENTS In April 2020, the company secured an $8,856 thousand loan under the Paycheck Protection Program (PPP Loan) from Pinnacle Bank, as part of the CARES Act. The proceeds are intended for payroll costs, rent, utilities, and interest on debt, with potential for forgiveness if used for permitted expenses, particularly payroll - Secured an $8,856 thousand PPP Loan in April 2020 under the CARES Act[73] - Loan proceeds are for payroll costs, rent, utilities, and debt interest, with potential for forgiveness based on usage, especially for payroll[74][75] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on the company's financial condition and results of operations for the three months ended March 31, 2020, compared to the prior year. It covers revenue, expenses, net loss, liquidity, and the significant impact of the COVID-19 pandemic CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This section advises readers that the report contains forward-looking statements subject to various risks, including the impact of COVID-19 and economic downturns - The report contains forward-looking statements, subject to risks including COVID-19 impact, economic downturns, market acceptance, competition, and regulatory changes[79] OVERVIEW This section provides a general description of Asure Software, Inc.'s business as a cloud-based HCM provider and its sales and marketing strategies - Asure is a leading cloud-based HCM provider (Payroll & Tax, HR, Time & Attendance) for SMBs, focusing on reducing HR complexity and optimizing capital[81][82] - Sales and marketing strategy includes both direct channels (SMBs, CPAs, banks, benefits brokers) and indirect channels (licensing HCM software to resellers)[85] RECENT DEVELOPMENTS This section highlights recent events, including the expected negative impact of the COVID-19 pandemic, cost-saving initiatives, and the securing of a PPP loan - COVID-19 pandemic is expected to negatively and materially impact revenues for the remainder of 2020, especially in Q2 and Q3[86] - Implemented cost-saving initiatives in Q1 2020 and secured an $8,856 thousand PPP loan in April 2020[86] - No asset impairments or bad debt reserves related to COVID-19 recorded in Q1 2020, but future charges are possible[86] RESULTS OF OPERATIONS For the three months ended March 31, 2020, total revenue decreased by 7.2% year-over-year, and gross profit declined by 21.5%. Operating expenses, however, saw a slight decrease overall, and the net loss improved from the prior year | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | Change (YoY) | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | :----------- | | Revenues | 100% | 100% | | | Gross margin | 59% | 69% | -10 pp | | Sales and marketing | 19% | 13% | +6 pp | | General and administrative | 34% | 40% | -6 pp | | Research and development | 6% | 6% | 0 pp | | Amortization of intangible assets | 12% | 12% | 0 pp | | Total operating expenses | 72% | 72% | 0 pp | | Interest expense and other, net | 4% | -13% | +17 pp | | Loss from continuing operations before income taxes | -9% | -16% | +7 pp | | Net loss | -9% | -14% | +5 pp | Revenue This section analyzes the company's revenue performance, detailing recurring and professional services revenue for the three months ended March 31, 2020, and 2019 | Revenue Source (in thousands) | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | Change (Decrease) | % Change | | :---------------------------------- | :-------------------------------- | :-------------------------------- | :---------------- | :------- | | Recurring | $18,436 | $19,791 | $(1,355) | -6.8% | | Professional services, hardware and other | $511 | $619 | $(108) | -17.4% | | Total Revenue | $18,947 | $20,410 | $(1,463) | -7.2% | - Revenue decrease primarily attributed to higher client losses and lower volume on year-end processing fees[90] Gross Profit and Gross Margin This section examines the company's gross profit and gross margin, highlighting changes and underlying factors for the three months ended March 31, 2020, and 2019 | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | Change (Decrease) | % Change | | :-------------- | :-------------------------------- | :-------------------------------- | :---------------- | :------- | | Gross Profit (in thousands) | $11,107 | $14,156 | $(3,049) | -21.5% | | Gross Margin | 58.6% | 69.4% | -10.8 pp | | - Gross margin decreased due to growing investment in HCM service resources and migration to secure cloud hosting services[93] Sales and Marketing Expenses This section details sales and marketing expenses, explaining the drivers behind changes for the three months ended March 31, 2020, and 2019 | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | Change (Increase) | % of Revenue 2020 | % of Revenue 2019 | | :-------------------------- | :-------------------------------- | :-------------------------------- | :---------------- | :---------------- | :---------------- | | Sales and marketing expenses (in thousands)| $3,575 | $2,705 | $870 | 18.9% | 13.3% | - Increase driven by focus on hiring direct sales personnel, expanding brand recognition, and lead generation[95] General and Administrative Expenses This section analyzes general and administrative expenses, outlining the reasons for changes for the three months ended March 31, 2020, and 2019 | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | Change (Decrease) | % of Revenue 2020 | % of Revenue 2019 | | :---------------------------------- | :-------------------------------- | :-------------------------------- | :---------------- | :---------------- | :---------------- | | General and administrative expenses (in thousands) | $6,452 | $8,189 | $(1,737) | 34.1% | 40.1% | - Decrease due to efficiencies from the sale of the Workspace Management business and vendor rationalization[99] Research and Development Expenses This section reviews research and development expenses, discussing investment areas and changes for the three months ended March 31, 2020, and 2019 | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | Change (Decrease) | % of Revenue 2020 | % of Revenue 2019 | | :-------------------------- | :-------------------------------- | :-------------------------------- | :---------------- | :---------------- | :---------------- | | Research and development expenses (in thousands) | $1,174 | $1,321 | $(147) | 6.2% | 6.5% | - R&D expenses remained relatively flat due to restructuring after the Workspace Management business sale and consolidation into Amazon Web Services (AWS), with significant investments in compliance and certifications (SOC I Type 2, SOC II Type 2, FedRAMP)[98] - Q1 2020 development efforts included new Simple Payroll Entry cloud solution, QuickBooks online integration, improved facial recognition for AsureTime&Attendance, and immediate application changes for COVID-19 related legislation (PPP and CARES)[102] Amortization of Intangible Assets This section presents the amortization expense for intangible assets for the three months ended March 31, 2020, and 2019 | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | % of Revenue 2020 | % of Revenue 2019 | | :-------------------------- | :-------------------------------- | :-------------------------------- | :---------------- | :---------------- | | Amortization expense (in thousands) | $2,349 | $2,418 | 12.4% | 11.8% | Interest Expense and Other, net This section details the company's interest expense and other net income/loss, explaining the factors contributing to changes for the three months ended March 31, 2020, and 2019 | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | Change (YoY) | % of Revenue 2020 | % of Revenue 2019 | | :------------------------------ | :-------------------------------- | :-------------------------------- | :----------- | :---------------- | :---------------- | | Interest expense and other, net (in thousands) | $696 | $(2,714) | $3,410 | 3.7% | -13.3% | - The shift to a gain was primarily due to income from the transition services agreement related to the Workspace business sale, offsetting interest expense on notes payable[104] Income Taxes This section outlines the company's income tax expense for the three months ended March 31, 2020, and 2019, and any significant changes | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | Change (Decrease) | % Change | | :---------------------- | :-------------------------------- | :-------------------------------- | :---------------- | :------- | | Income tax expense (in thousands) | $19 | $246 | $(227) | -92.3% | Net Loss This section presents the company's net loss and net loss per share for the three months ended March 31, 2020, and 2019, highlighting year-over-year changes | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | Change (Improvement) | | :-------------------------- | :-------------------------------- | :-------------------------------- | :------------------- | | Net Loss (in thousands) | $(1,767) | $(2,894) | $1,127 | | Net Loss Per Share | $(0.11) | $(0.19) | $0.08 | | Net Loss as % of Revenue | 9.3% | 14.2% | -4.9 pp | LIQUIDITY AND CAPITAL RESOURCES This section assesses the company's ability to meet its short-term and long-term obligations, detailing working capital, cash flows, and available credit facilities | Metric (in thousands) | March 31, 2020 | December 31, 2019 | Change | | :-------------------------------------- | :------------- | :---------------- | :----- | | Working capital | $14,483 | $17,854 | $(3,371) | | Cash and cash equivalents | $20,780 | $28,826 | $(8,046) | | Cash Flow Activity (in thousands) | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by (used in) operating activities | $(3,403) | $4,247 | | Net cash provided by investing activities | $24,806 | $3,313 | | Net cash used in financing activities | $(29,449) | $(6,402) | - Principal liquidity sources include $20,780 thousand cash, future operating cash flows, $9,500 thousand available under Wells Fargo revolver, and an $8,856 thousand PPP Loan secured in April 2020[111] - The company believes it has sufficient cash for operational needs and debt payments for at least the next twelve months and expects to remain in compliance with financial covenants[112][113] OFF-BALANCE SHEET ARRANGEMENTS This section discloses any off-balance sheet arrangements that could have a material effect on the company's financial condition or results of operations - No off-balance sheet arrangements as of March 31, 2020[113] COMMITMENTS AND CONTINGENCIES This section outlines any material commitments or contingencies that could impact the company's financial position or future performance - No material commitments or contingencies[114] CRITICAL ACCOUNTING POLICIES This section refers to the detailed discussion of critical accounting policies that require significant judgment and estimates in the financial statements - Critical accounting policies are detailed in Note 2 of the financial statements[115] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes to the company's exposure to market risks since the disclosures in its 2019 Annual Report on Form 10-K - No material changes to market risk exposure since the 2019 Form 10-K[116] ITEM 4. CONTROLS AND PROCEDURES Management concluded that disclosure controls and procedures were not effective as of March 31, 2020, due to a previously reported material weakness in internal control over financial reporting. No other material changes in internal controls occurred during the period Evaluation of Disclosure Control and Procedures This section details management's evaluation of the effectiveness of the company's disclosure controls and procedures as of March 31, 2020 - Disclosure controls and procedures were not effective as of March 31, 2020, due to a material weakness in internal control over financial reporting reported in Q4 2019[117] Change in Internal Controls over Financial Reporting This section reports on any material changes in the company's internal control over financial reporting during the most recent fiscal quarter - No material changes in internal control over financial reporting during Q1 2020, other than remediation efforts for the previously noted material weakness[118] PART II – OTHER INFORMATION This section provides additional information not covered in Part I, including legal proceedings, risk factors, equity sales, defaults, other disclosures, and exhibits ITEM 1. LEGAL PROCEEDINGS As of March 31, 2020, the company was not involved in any legal proceedings material to its business - No material pending legal proceedings as of March 31, 2020[120] ITEM 1A. RISK FACTORS The primary new risk factor is the material impact of the COVID-19 pandemic on the company's operations and financial performance. The pandemic has disrupted business operations, customer demand, and could affect IT spending, purchasing decisions, and service delivery, with uncertain duration and extent of impact - The COVID-19 pandemic is a new material risk, affecting business operations, customer demand, IT spending, and service delivery, with uncertain future impact[122][124][126] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS No unregistered sales of equity securities or use of proceeds were reported - None reported[127] ITEM 3. DEFAULTS UPON SENIOR SECURITIES No defaults upon senior securities were reported - None reported[127] ITEM 5. OTHER INFORMATION The company corrected an inadvertent error in its first-quarter Earnings Press Release regarding Total Liabilities and Shareholders' Equity as of March 31, 2020, stating the correct figure is $300,138 thousand, not $299,060 thousand - Corrected an error in the Q1 Earnings Press Release: Total Liabilities and Shareholders' Equity as of March 31, 2020, is $300,138 thousand, not $299,060 thousand[127] ITEM 6. EXHIBITS This section lists the exhibits filed with the Form 10-Q, including amendments to the credit agreement, certifications, and XBRL formatted financial statements - Exhibits include amendments to the Third Amended and Restated Credit Agreement, Section 302 and 906 certifications, and XBRL financial statements[128] SIGNATURES This section contains the official signatures of the company's authorized officers, certifying the accuracy of the report - Report signed by CEO Patrick Goepel and CFO Kelyn Brannon on May 8, 2020[129][130]