IRT(IRT) - 2020 Q2 - Quarterly Report

PART I—FINANCIAL INFORMATION Item 1. Financial Statements Unaudited condensed consolidated financial statements and notes detail financial position, performance, and cash flows Condensed Consolidated Balance Sheets Total assets and liabilities increased by June 30, 2020, driven by real estate investments and derivative liabilities, while equity slightly decreased Total Assets and Liabilities (in thousands) | Metric | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | | :----------------------------- | :----------------------------- | :----------------------------- | | Total Assets | $1,708,912 | $1,664,106 | | Investments in real estate, net | $1,676,424 | $1,637,930 | | Total Liabilities | $1,092,526 | $1,044,349 | | Derivative liabilities | $34,614 | $7,769 | | Total Equity | $616,386 | $619,757 | Condensed Consolidated Statements of Operations Net income significantly decreased for both periods in 2020 due to no asset sale gains and higher depreciation, despite modest revenue growth Consolidated Statements of Operations (Three Months Ended June 30, in thousands) | Metric | Three Months Ended June 30, 2020 (in thousands) | Three Months Ended June 30, 2019 (in thousands) | | :-------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Rental and other property revenue | $52,087 | $50,848 | | Total revenue | $52,268 | $50,956 | | Depreciation and amortization expense | $15,231 | $12,721 | | Gain (loss) on sale of assets | $0 | $12,142 | | Net income (loss) | $799 | $14,856 | | Basic EPS | $0.01 | $0.16 | | Diluted EPS | $0.01 | $0.16 | Consolidated Statements of Operations (Six Months Ended June 30, in thousands) | Metric | Six Months Ended June 30, 2020 (in thousands) | Six Months Ended June 30, 2019 (in thousands) | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Rental and other property revenue | $103,243 | $100,313 | | Total revenue | $103,618 | $100,496 | | Depreciation and amortization expense | $30,059 | $25,168 |\ | Gain (loss) on sale of assets | $0 | $12,142 | | Net income (loss) | $425 | $17,422 | | Basic EPS | $0.00 | $0.19 | | Diluted EPS | $0.00 | $0.19 | Condensed Consolidated Statements of Comprehensive Income (Loss) The company shifted from comprehensive income in 2019 to a comprehensive loss in 2020, mainly from negative changes in interest rate hedge fair value Comprehensive Income (Loss) (Three Months Ended June 30, in thousands) | Metric | Three Months Ended June 30, 2020 (in thousands) | Three Months Ended June 30, 2019 (in thousands) | | :------------------------------------ | :---------------------------------------------- | :---------------------------------------------- | | Net income (loss) | $799 | $14,856 | | Change in fair value of interest rate hedges | $(1,973) | $(10,023) | | Total other comprehensive income (loss) | $(3,378) | $(9,556) | | Comprehensive income (loss) | $(2,560) | $5,248 | Comprehensive Income (Loss) (Six Months Ended June 30, in thousands) | Metric | Six Months Ended June 30, 2020 (in thousands) | Six Months Ended June 30, 2019 (in thousands) | | :------------------------------------ | :-------------------------------------------- | :-------------------------------------------- |\ | Net income (loss) | $425 | $17,422 | | Change in fair value of interest rate hedges | $(25,395) | $(14,950) | | Total other comprehensive income (loss) | $(27,218) | $(13,924) | | Comprehensive income (loss) | $(26,583) | $3,464 | Condensed Consolidated Statements of Changes in Equity Equity statements detail net income, other comprehensive income, stock compensation, common share issuances, and dividends, resulting in a slight total equity decrease Total Equity (in thousands) | Metric | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Total Equity (Balance) | $616,386 | $619,757 | - Issuance of common shares, net, contributed $49,764 thousand to equity during the six months ended June 30, 2020[17] - Common dividends declared totaled $17,148 thousand (Q1) and $11,329 thousand (Q2) for the six months ended June 30, 2020[17] Condensed Consolidated Statements of Cash Flows Operating cash flows remained stable, investing outflows increased due to real estate, and financing shifted to inflows from credit facilities and stock issuance Cash Flow Summary (Six Months Ended June 30, in thousands) | Metric | Six Months Ended June 30, 2020 (in thousands) | Six Months Ended June 30, 2019 (in thousands) | | :------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $34,339 | $36,100 | | Cash flow used in investing activities | $(67,688) | $(28,152) | | Cash flow provided by (used in) financing activities | $37,077 | $(5,153) | | Acquisition of real estate properties | $(50,618) | $(28,981) | | Proceeds from issuance of common stock | $49,732 | $6,032 | Notes to Condensed Consolidated Financial Statements These notes detail the company's organization, accounting policies, financial instrument valuations, and COVID-19 pandemic impacts NOTE 1: Organization Independence Realty Trust, Inc. is a self-managed Maryland REIT focused on acquiring and managing multifamily apartment communities in non-gateway U.S. markets - Independence Realty Trust, Inc. (IRT) is a self-administered and self-managed Maryland real estate investment trust (REIT)[21] - IRT's primary purpose is to acquire, own, operate, improve, and manage multifamily apartment communities in non-gateway U.S. markets[21] - As of June 30, 2020, IRT owned and operated 58 properties, containing 15,805 units[21] NOTE 2: Summary of Significant Accounting Policies This note details accounting principles, including GAAP, consolidation, estimates, real estate, revenue recognition, derivatives, fair value, and REIT tax status, plus recent pronouncement adoptions - The company offered deferred rent payment plans to residents impacted by COVID-19, resulting in $413 thousand in deferred rents receivable and a $723 thousand provision for bad debts as of June 30, 2020[38][39] - The company uses derivative financial instruments to hedge interest rate risk, measuring them at fair value and reporting changes in effective portions in other comprehensive income[42][43] - The company has elected to be taxed as a REIT since 2011, generally exempting it from federal income tax on distributed taxable income[52][53] - Adopted FASB ASC Topic 842 (Leases) on January 1, 2019, recognizing a $308 thousand right-of-use asset and lease liability for corporate office leases[55] - Adopted FASB ASC Topic 326 (Financial Instruments – Credit Losses) on January 1, 2020, with no material effect on consolidated financial statements[56] - Elected to apply hedge accounting expedients under FASB ASC Topic 848 (Reference Rate Reform) in Q1 2020 to preserve derivative presentation consistent with past practices[58] NOTE 3: Investments in Real Estate Net investments in real estate increased to $1,676,424 thousand by June 30, 2020, including a $51,204 thousand property acquisition in McKinney, TX Investments in Real Estate (in thousands) | Metric | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | | :----------------------------- | :----------------------------- | :----------------------------- | | Total investment in real estate, at cost | $1,864,182 | $1,796,365 | | Investments in real estate, net | $1,676,424 | $1,637,930 | - Acquired a 251-unit property in McKinney, TX, for $51,204 thousand in February 2020[60] NOTE 4: Indebtedness Total debt increased to $1,008,911 thousand by June 30, 2020, with a lower weighted average interest rate, and the company complied with all covenants Debt Summary (June 30, 2020, in thousands) | Debt Type | Outstanding Principal (June 30, 2020, in thousands) | Carrying Amount (June 30, 2020, in thousands) | Weighted Average Rate (June 30, 2020) | | :---------------------- | :------------------------------------------ | :------------------------------------------ | :------------------------------------ | | Unsecured credit facility | $212,802 | $210,765 | 1.6% | | Unsecured term loans | $300,000 | $298,588 | 1.5% | | Mortgages | $501,041 | $499,558 | 3.9% | | Total Debt | $1,013,843 | $1,008,911 | 2.7% | Debt Summary (Dec 31, 2019, in thousands) | Debt Type | Outstanding Principal (Dec 31, 2019, in thousands) | Carrying Amount (Dec 31, 2019, in thousands) | Weighted Average Rate (Dec 31, 2019) | | :---------------------- | :------------------------------------------ | :------------------------------------------ | :----------------------------------- | | Unsecured credit facility | $186,302 | $183,966 | 3.2% | | Unsecured term loans | $300,000 | $298,418 | 3.1% | | Mortgages | $504,876 | $503,188 | 3.9% | | Total Debt | $991,178 | $985,572 | 3.5% | - On July 9, 2020, the company drew down $32,117 thousand on its unsecured credit facility to extinguish property mortgages with a weighted-average rate of 3.9%, leveraging the credit facility's 1.6% interest rate[63] NOTE 5: Derivative Financial Instruments Derivative liabilities significantly increased to $34,614 thousand by June 30, 2020, due to interest rate collars and a new forward interest rate swap Derivative Financial Instruments (in thousands) | Derivative Type | Notional (June 30, 2020, in thousands) | Fair Value of Liabilities (June 30, 2020, in thousands) | Fair Value of Liabilities (Dec 31, 2019, in thousands) | | :---------------------- | :------------------------------------- | :------------------------------------------------------ | :------------------------------------------------------ | | Interest rate swap | $150,000 | $1,421 | $0 | | Interest rate collars | $250,000 | $15,776 | $4,330 | | Forward interest rate swaps | $0 | $17,417 | $3,439 | | Total | $400,000 | $34,614 | $7,769 | - On March 2, 2020, the company entered into a forward-starting interest rate swap with a notional value of $150,000 thousand and a strike rate of 0.985%, effective May 17, 2022[66] - Realized losses of $1,244 thousand from interest rate swaps and collars were reclassified to earnings within interest expense for the six months ended June 30, 2020[68] NOTE 6: Stockholders' Equity and Noncontrolling Interests The company declared common stock dividends and completed a common share offering via forward sale agreements, settling $50 million by March 31, 2020 - Declared common stock dividends of $0.18 per share on March 16, 2020, and $0.12 per share on June 15, 2020[69] - Entered into forward sale agreements for 10,350,000 shares of common stock at $14.688 per share[71] - Settled $50,000 thousand under forward sale agreements by issuing 3,406,000 shares by March 31, 2020[73] - 6,944,000 shares remain to be settled under forward sale agreements, expected to provide an additional $99,790 thousand[73] - Holders of IROP units exchanged 82,357 units for common stock, with 789,134 IROP units remaining outstanding[75] NOTE 7: Equity Compensation Plans The Long Term Incentive Plan authorizes various equity awards, with 2020 grants totaling over $5.4 million in fair value, including recognized stock-based compensation - The Long Term Incentive Plan authorizes the grant of restricted shares, PSUs, RSUs, and other awards, with 4,300,000 shares of common stock issuable[77] - In 2020, awards included 71,604 restricted stock awards ($993 thousand), 62,483 restricted stock awards ($930 thousand), 67,381 RSUs ($935 thousand), 202,145 PSUs ($2,379 thousand), 17,804 restricted stock awards ($144 thousand), and 39,685 common shares ($357 thousand)[79][81] - Stock-based compensation expense of $1,667 thousand was immediately recognized for retirement-eligible employees during the three months ended March 31, 2020[80] NOTE 8: Earnings Per Share Basic and diluted EPS for both periods in 2020 significantly decreased, with certain anti-dilutive items excluded from calculations Earnings Per Share (Three Months Ended June 30) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | | :-------------------------- | :------------------------------- | :------------------------------- | | Basic EPS | $0.01 | $0.16 | | Diluted EPS | $0.01 | $0.16 | Earnings Per Share (Six Months Ended June 30) | Metric | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :-------------------------- | :----------------------------- | :----------------------------- | | Basic EPS | $0.00 | $0.19 | | Diluted EPS | $0.00 | $0.19 | - 7,785,677 (three months) and 7,733,134 (six months) IROP units, unvested shares, and shares deliverable under Forward Sale Agreements were excluded from EPS computation as they were anti-dilutive[82] NOTE 9: Other Disclosures This note highlights the COVID-19 pandemic as a significant risk, impacting operations, and notes ongoing legal proceedings not expected to materially affect financials - The COVID-19 pandemic is identified as one of the most significant risks and uncertainties, disrupting businesses and slowing economic activity[83] - Operational and policy changes were made in response to COVID-19, including complying with mandates, protecting stakeholders, and minimizing financial impact[83] - The company is subject to various legal proceedings and claims, generally covered by insurance, and their final outcome is not expected to materially adversely affect financial position, results of operations, or cash flows[84] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial performance, business strategies, COVID-19 impact, results of operations, non-GAAP measures, and liquidity and capital resources Forward-Looking Statements The report contains forward-looking statements subject to significant uncertainties, and readers are cautioned not to rely unduly on them, with no obligation to update - The report contains forward-looking statements to help investors understand future prospects, but these are subject to significant business, economic, and competitive uncertainties and contingencies[86][88] - Actual results may differ materially from anticipated results, and the company undertakes no obligation to update these statements[88][89] Overview This section introduces Independence Realty Trust as a REIT, outlining its objective to maximize stockholder value through strategic investments, property management, and renovations, addressing COVID-19 impacts Our Company Independence Realty Trust, Inc. is a self-managed Maryland REIT acquiring and managing multifamily apartment communities in non-gateway U.S. markets - Independence Realty Trust, Inc. is a self-administered and self-managed Maryland REIT[90] - The company acquires, owns, operates, improves, and manages multifamily apartment communities across non-gateway U.S. markets[90] - As of June 30, 2020, the company owned and operated 58 properties containing 15,805 units[90] Our Business Objective and Investment Strategies The company aims to maximize stockholder value through diligent portfolio management, strong operational performance, and consistent capital returns, focusing on strategic acquisitions and renovations - Primary business objective: Maximize stockholder value through diligent portfolio management, strong operational performance, and consistent return of capital[91] - Investment strategies include gaining scale in amenity-rich submarkets of non-gateway cities, increasing cash flows through prudent property management and strategic renovations, and acquiring properties with strong occupancies or repositioning potential[91][92] Property Portfolio As of June 30, 2020, the company owned 58 multifamily apartment properties with 15,805 units, maintaining 93.5% occupancy and an average effective monthly rent of $1,108 Property Portfolio Summary (June 30, 2020) | Metric | Value | | :-------------------------- | :---- | | Number of Properties | 58 | | Number of Units | 15,805| | Overall Period End Occupancy| 93.5% | | Average Effective Monthly Rent per Unit | $1,108| - Top markets by % of NOI include Atlanta, GA (14.5%), Raleigh-Durham, NC (13.0%), Louisville, KY (9.5%), and Memphis, TN (9.5%)[94] COVID-19 Pandemic The COVID-19 pandemic impacted business operations, leading to delayed capital recycling and spending, yet occupancy and rent collections remained steady, with deferred payment plans offered - The COVID-19 pandemic has disrupted businesses and slowed economic activity, impacting the company's operations[95] - Operational and policy changes include delaying capital recycling and spending, and supporting residents impacted by COVID-19[96] - Despite the pandemic, the company maintained occupancy and experienced steady rent collections, entering into 260 deferred payment plans for $0.4 million in rent during Q2 2020[97] Capital Recycling The capital recycling program involves disposing of assets in slowing markets and acquiring new properties, though a planned acquisition was allowed to expire due to COVID-19 uncertainties - Capital recycling program involves disposing of assets in markets where growth is slowing or scale is lacking[98] - Acquired a 251-unit property in McKinney, TX, for $51.2 million in February 2020 as part of the 2019 capital recycling program[98] - Allowed a non-binding letter of intent for the acquisition of three Class A communities in Atlanta, GA, to expire to provide greater financial flexibility due to COVID-19[99] Forward Sale Agreements The company entered into forward sale agreements for 10.4 million common shares, settling $50 million by March 31, 2020, to enhance financial resources and flexibility - Entered into forward sale agreements for 10.4 million shares of common stock at $14.688 per share[100] - Settled $50 million under the agreements by issuing 3.4 million shares by March 31, 2020[101] - 6.9 million shares remain to be settled, expected to provide an additional $99.8 million[101] - The agreements provide further financial resources and flexibility, particularly in light of the COVID-19 pandemic[101] Value Add Value-add initiatives, focusing on renovations to increase rental rates, are a core growth strategy, but renovations are being paused or delayed in some markets due to COVID-19 - Value-add initiatives, including renovations and upgrades, are a core component of the longer-term growth strategy[102] - 7,136 units across 23 properties have been identified for renovations and upgrades[102] - As of June 30, 2020, 3,252 of the identified units had completed renovations and upgrades[102] - Renovations are being paused or delayed in certain markets due to the COVID-19 pandemic[102] Results of Operations Net income significantly decreased for both periods in 2020 due to no asset sale gains and increased depreciation, despite modest rental revenue growth and rising expenses Three Months Ended June 30, 2020 compared to the Three Months Ended June 30, 2019 Total revenue increased by 2.6% to $52.3 million, but net income plummeted by 94.6% to $0.8 million due to no asset sale gains and higher depreciation Consolidated Financial Performance (Three Months Ended June 30, in thousands) | Metric | 2020 (in thousands) | 2019 (in thousands) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :--------- | | Total Revenue | $52,268 | $50,956 | 2.6% | | Net Income | $799 | $14,856 | -94.6% | | Depreciation and Amortization Expense | $15,231 | $12,721 | 19.7% | | Gain on Sale of Assets | $0 | $12,142 | -100.0% | Same Store Property Data (Three Months Ended June 30) | Metric | 2020 | 2019 | Change | | :-------------------------------- | :--- | :--- | :----- | | Rental and other property revenue | $48,176 (in thousands) | $47,389 (in thousands) | 1.7% | | Average occupancy | 93.0%| 94.2%| -1.2% | | Average effective monthly rent, per unit | $1,098| $1,056| 4.0% | - Interest expense decreased by 6.6% to $9.2 million, primarily due to lower interest rates[104][109] Six Months Ended June 30, 2020 compared to the Six Months Ended June 30, 2019 Total revenue increased by 3.1% to $103.6 million, but net income sharply declined by 97.6% to $0.4 million due to no asset sale gains, higher depreciation, and increased G&A expenses Consolidated Financial Performance (Six Months Ended June 30, in thousands) | Metric | 2020 (in thousands) | 2019 (in thousands) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :--------- | | Total Revenue | $103,618 | $100,496 | 3.1% | | Net Income | $425 | $17,422 | -97.6% | | General and Administrative Expenses | $8,950 | $6,645 | 34.7% | | Depreciation and Amortization Expense | $30,059 | $25,168 | 19.4% | | Gain on Sale of Assets | $0 | $12,142 | -100.0% | Same Store Property Data (Six Months Ended June 30) | Metric | 2020 | 2019 | Change | | :-------------------------------- | :--- | :--- | :----- | | Rental and other property revenue | $96,069 (in thousands) | $93,136 (in thousands) | 3.1% | | Average occupancy | 92.8%| 93.5%| -0.7% | | Average effective monthly rent, per unit | $1,093| $1,047| 4.4% | - General and administrative expenses increased by $2.4 million, primarily due to $1.7 million in stock-based compensation recognized for retirement-eligible employees[115] - Interest expense decreased by 4.5% to $18.7 million, primarily due to lower interest rates[117] Non-GAAP Financial Measures This section defines and reconciles non-GAAP financial measures, including FFO, CFFO, and Same Store NOI, all showing increases for the periods Funds From Operations (FFO) and Core Funds From Operations (CFFO) FFO and CFFO increased for both periods in 2020, reflecting adjustments for non-cash and non-operating items to provide a clearer view of operating performance FFO and CFFO (Three Months Ended June 30, in thousands) | Metric | 2020 (in thousands) | 2019 (in thousands) | Change (%) | | :-------------------------- | :------------------ | :------------------ | :--------- | | FFO | $15,955 | $13,360 | 19.4% | | FFO Per Share | $0.17 | $0.15 | 13.3% | | CFFO | $18,036 | $16,883 | 6.8% | | CFFO Per Share | $0.19 | $0.19 | 0.0% | FFO and CFFO (Six Months Ended June 30, in thousands) | Metric | 2020 (in thousands) | 2019 (in thousands) | Change (%) | | :-------------------------- | :------------------ | :------------------ | :--------- | | FFO | $30,306 | $28,244 | 7.3% | | FFO Per Share | $0.32 | $0.31 | 3.2% | | CFFO | $35,608 | $32,857 | 8.4% | | CFFO Per Share | $0.38 | $0.36 | 5.6% | Same Store Portfolio Net Operating Income Same-store NOI increased by 1.2% for three months and 4.0% for six months, driven by higher rental revenue and average effective monthly rent per unit Same Store NOI Performance (Three Months Ended June 30, in thousands) | Metric | 2020 (in thousands) | 2019 (in thousands) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :--------- | | Net Operating Income | $28,963 | $28,615 | 1.2% | | Rental and other property revenue | $48,176 | $47,389 | 1.7% | | Average effective monthly rent, per unit | $1,098 | $1,056 | 4.0% | | Average Occupancy | 93.0% | 94.2% | -1.2% | Same Store NOI Performance (Six Months Ended June 30, in thousands) | Metric | 2020 (in thousands) | 2019 (in thousands) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :--------- | | Net Operating Income | $58,418 | $56,154 | 4.0% | | Rental and other property revenue | $96,069 | $93,136 | 3.1% | | Average effective monthly rent, per unit | $1,093 | $1,047 | 4.4% | | Average Occupancy | 92.8% | 93.5% | -0.7% | Liquidity and Capital Resources The company's cash balances, financing, and operating cash flows are sufficient for future liquidity, with primary requirements including investments, debt, maintenance, and distributions - The company believes available cash balances, financing arrangements, and cash flows from operations will be sufficient to fund liquidity requirements for the next twelve months and foreseeable future[129] - Primary cash requirements include investments for value-add initiatives, debt repayment, property maintenance, operating expenses, and REIT distribution requirements[130] Cash Flows Operating cash flows slightly decreased, investing outflows significantly increased due to property acquisitions, and financing shifted to net inflows from credit facility draws and stock issuance Cash Flow Summary (Six Months Ended June 30, in thousands) | Metric | 2020 (in thousands) | 2019 (in thousands) | | :------------------------------------------ | :------------------ | :------------------ | | Cash flow from operating activities | $34,339 | $36,100 | | Cash flow from investing activities | $(67,688) | $(28,152) | | Cash flow from financing activities | $37,077 | $(5,153) | - Cash outflows from investing activities in 2020 were primarily due to one property acquisition and capital expenditures[132] - Cash inflows from financing activities in 2020 were primarily due to $65.5 million in draws on the unsecured credit facility and a $50.0 million settlement on forward sale agreements[133] Contractual Commitments No material changes to contractual commitments have occurred since the 2019 Annual Report on Form 10-K filing - No material changes to contractual commitments since the 2019 Annual Report on Form 10-K filing[134] Off-Balance Sheet Arrangements No material off-balance sheet arrangements were reported during the six months ended June 30, 2020 - No material off-balance sheet arrangements during the six months ended June 30, 2020[135] Critical Accounting Estimates and Policies No material changes to critical accounting policies have occurred since the 2019 Annual Report on Form 10-K filing - No material changes to critical accounting policies since the 2019 Annual Report on Form 10-K filing[136] Item 3. Quantitative and Qualitative Disclosures About Market Risk No material changes in quantitative and qualitative market risks were reported during the six months ended June 30, 2020 - No material changes in quantitative and qualitative market risks during the six months ended June 30, 2020, from the disclosures in the 2019 Annual Report on Form 10-K[137] Item 4. Controls and Procedures Disclosure controls and procedures were evaluated and deemed effective as of June 30, 2020, with no material changes in internal control over financial reporting - Disclosure controls and procedures were evaluated and concluded to be effective as of June 30, 2020[139] - No material changes in internal control over financial reporting were identified during the quarter ended June 30, 2020[140] PART II—OTHER INFORMATION Item 1. Legal Proceedings The company is involved in various legal proceedings, generally covered by insurance, with no expected material adverse effect on financial position or results - The company is subject to various legal proceedings and claims in the ordinary course of business, generally covered by insurance[141] - Management believes the final outcome of these matters will not have a material adverse effect on the company's financial position, results of operations, or cash flows[141] Item 1A. Risk Factors No material changes to risk factors have occurred since the 2019 Annual Report on Form 10-K and Q1 2020 Quarterly Report - No material changes to risk factors since the 2019 Annual Report on Form 10-K and the Quarterly Report on Form 10-Q for Q1 2020[142] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities or use of proceeds were reported during the period - None[143] Item 3. Defaults Upon Senior Securities No defaults upon senior securities were reported during the period - None[144] Item 4. Mine Safety Disclosures No mine safety disclosures were reported during the period - None[145] Item 5. Other Information No other information was reported during the period - None[146] Item 6. Exhibits This section lists exhibits, including certifications (Sections 302 and 906 of Sarbanes-Oxley Act) and iXBRL financial data - Exhibits include certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[149] - iXBRL (Inline eXtensible Business Reporting Language) materials are filed, including consolidated financial statements and notes[149] Signatures The Quarterly Report on Form 10-Q is duly signed by the company's Chairman/CEO, CFO/Treasurer, and Chief Accounting Officer - The report is signed by Scott F. Schaeffer (Chairman of the Board and Chief Executive Officer), James J. Sebra (Chief Financial Officer and Treasurer), and Jason R. Delozier (Chief Accounting Officer)[152]