markdown PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements.) Presents Issuer Direct's unaudited consolidated financial statements, including balance sheets, income, equity, cash flows, and notes [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets%20as%20of%20March%2031%2C%202020%20%28Unaudited%29%20and%20December%2031%2C%202019) Details Issuer Direct's financial position, including assets, liabilities, and equity, as of March 31, 2020, and December 31, 2019 Consolidated Balance Sheets as of March 31, 2020 (Unaudited) and December 31, 2019 | Metric | March 31, 2020 (Unaudited, in thousands) | December 31, 2019 (in thousands) | Change (vs. Dec 31, 2019) | | :-------------------------------- | :--------------------------------------- | :------------------------------- | :------------------------ | | Total Assets | $32,574 | $32,390 | +$184 | | Cash and cash equivalents | $16,197 | $15,766 | +$431 | | Accounts receivable (net) | $2,172 | $2,051 | +$121 | | Total current assets | $18,610 | $18,006 | +$604 | | Total liabilities | $6,366 | $6,290 | +$76 | | Total stockholders' equity | $26,208 | $26,100 | +$108 | [Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202020%20and%202019) Presents revenues, costs, and net income for the three months ended March 31, 2020, and 2019 Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019 | Metric | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | YoY Change | | :-------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :--------- | | Revenues | $4,016 | $4,179 | -$163 (-3.9%) | | Cost of revenues | $1,253 | $1,302 | -$49 (-3.8%) | | Gross profit | $2,763 | $2,877 | -$114 (-4.0%) | | Operating income | $248 | $147 | +$101 (+68.7%) | | Income before income taxes | $306 | $218 | +$88 (+40.4%) | | Net income | $226 | $205 | +$21 (+10.2%) | | Income per share – basic | $0.06 | $0.05 | +$0.01 | | Income per share – fully diluted | $0.06 | $0.05 | +$0.01 | [Consolidated Statements of Comprehensive Income](index=6&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Comprehensive%20Income%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202020%20and%202019) Reports net income and other comprehensive income components for Q1 2020 and Q1 2019 Unaudited Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2020 and 2019 | Metric | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | YoY Change | | :-------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :--------- | | Net income | $226 | $205 | +$21 | | Foreign currency translation adjustment | $40 | -$3 | +$43 | | Comprehensive income | $266 | $202 | +$64 | [Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Unaudited%20Consolidated%20Statement%20of%20Stockholders%27%20Equity%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202020%20and%202019) Outlines changes in stockholders' equity, including net income, currency adjustments, and stock repurchases for Q1 2020 - Total stockholders' equity increased from **$26,100 thousand** at December 31, 2019, to **$26,208 thousand** at March 31, 2020[21](index=21&type=chunk) - Key movements include **$226 thousand** in net income, **$40 thousand** from foreign currency translation, and a **$203 thousand** reduction from stock repurchase and retirement[21](index=21&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202020%20and%202019) Summarizes cash flows from operating, investing, and financing activities for Q1 2020 and Q1 2019 Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 | Metric | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | YoY Change | | :-------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :--------- | | Net cash provided by operating activities | $602 | $536 | +$66 | | Net cash used in investing activities | $0 | -$2,794 | +$2,794 | | Net cash used in financing activities | -$203 | $0 | -$203 | | Net change in cash | $399 | -$2,258 | +$2,657 | | Cash – ending | $16,197 | $14,961 | +$1,236 | [Notes to Unaudited Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Provides detailed notes on accounting policies, acquisitions, equity, taxes, leases, revenue, line of credit, and subsequent events [Note 1. Basis of Presentation](index=9&type=section&id=Note%201.%20Basis%20of%20Presentation) Explains the preparation basis for interim consolidated financial statements, adhering to Form 10-Q and Regulation S-X - The unaudited interim consolidated financial statements are prepared in accordance with Form 10-Q and Article 10 of Regulation S-X[27](index=27&type=chunk) - Management believes they include all normal recurring adjustments necessary for a fair presentation[27](index=27&type=chunk) - Interim results are not necessarily indicative of results for the entire year and should be read in conjunction with the 2019 audited financial statements[27](index=27&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=9&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) Outlines key accounting policies for revenue, capitalized development costs, and goodwill impairment (ASU 2017-04) - Revenue is primarily derived from cloud-based product subscriptions and compliance/other services, recognized over the contract period for subscriptions/stand-ready obligations or upon event completion for per-project services[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - Costs incurred to develop cloud-based platform products are capitalized when the preliminary project phase is complete and probable of completion/use, then amortized over their estimated useful life. No such costs were capitalized in Q1 2020 or Q1 2019[43](index=43&type=chunk) - The company adopted ASU 2017-04, simplifying the goodwill impairment test by eliminating Step 2, effective for fiscal years beginning after December 15, 2019[53](index=53&type=chunk) [Note 3: Recent Acquisitions](index=13&type=section&id=Note%203%3A%20Recent%20Acquisitions) Details the January 2019 acquisition of the VisualWebcaster Platform from Onstream Media for $2,788,000 cash - On January 3, 2019, the company acquired the VisualWebcaster Platform (VWP) from Onstream Media Corporation for a cash payment of **$2,788,000**[54](index=54&type=chunk)[57](index=57&type=chunk) Identified Intangible Assets from VWP Acquisition (in 000's) | Asset | Value | | :-------------------- | :---- | | Customer relationships | $865 | | Technology | $497 | | Non-compete agreement | $69 | | Goodwill | $1,344 | | **Total** | **$2,775** | [Note 4: Equity](index=15&type=section&id=Note%204%3A%20Equity) Covers remaining shares under the 2014 Equity Incentive Plan, stock compensation, and the expanded share repurchase program - As of March 31, 2020, **38,583 shares** remain to be granted under the 2014 Equity Incentive Plan[59](index=59&type=chunk) - Stock-based compensation expense for the three months ended March 31, 2020, was **$45,000**[21](index=21&type=chunk) - The share repurchase program was increased to **$2,000,000** on March 16, 2020. As of March 31, 2020, **97,870 shares** were repurchased at an aggregate cost of **$972,000**[62](index=62&type=chunk)[63](index=63&type=chunk) [Note 5: Income taxes](index=16&type=section&id=Note%205%3A%20Income%20taxes) Discusses income tax expense for Q1 2020 and Q1 2019, highlighting variances from the U.S. statutory rate - Income tax expense for Q1 2020 was **$80,000**, compared to **$13,000** in Q1 2019[64](index=64&type=chunk) - The variance from the U.S. statutory rate (**21%**) in Q1 2020 is primarily due to state income tax[64](index=64&type=chunk) - In Q1 2019, the variance was primarily due to excess stock-based compensation tax benefits (**$35,000**) and tax credits, offset by state income taxes[64](index=64&type=chunk) [Note 6: Leases](index=16&type=section&id=Note%206%3A%20Leases) Details the new corporate headquarters lease, resulting ROU asset, lease liability, and lease expenses - A new corporate headquarters lease in Raleigh, NC, commenced October 2, 2019, resulting in a **$2,596,000** Right-of-Use (ROU) asset and corresponding lease liability[65](index=65&type=chunk) - Total lease liabilities were **$2,610,000** as of March 31, 2020[69](index=69&type=chunk) Lease Expense (in 000's) | Lease Expense | Three months ended March 31, 2020 | Three months ended March 31, 2019 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Operating lease expense | $87 | $41 | | Variable lease expense | $32 | $42 | | **Total Rent expense** | **$119** | **$83** | [Note 7: Revenue](index=17&type=section&id=Note%207%3A%20Revenue) Disaggregates revenue by Platform and Technology versus Services, noting no single customer exceeds 10% of revenue Revenue Disaggregated by Stream (in 000's) | Revenue Streams | 2020 | % of Total | 2019 | % of Total | | :-------------------- | :----- | :--------- | :----- | :--------- | | Platform and Technology | $2,685 | 66.9% | $2,665 | 63.8% | | Services | $1,331 | 33.1% | $1,514 | 36.2% | | **Total** | **$4,016** | **100.0%** | **$4,179** | **100.0%** | - No single customer accounted for more than 10% of operating revenues during the three-month periods ended March 31, 2020 or 2019[71](index=71&type=chunk) [Note 8: Line of Credit](index=17&type=section&id=Note%208%3A%20Line%20of%20Credit) Describes the renewed $3,000,000 line of credit, its interest rate, and its undrawn status as of March 31, 2020 - The company renewed its **$3,000,000** line of credit on October 3, 2019, extending the term to two years[72](index=72&type=chunk) - The interest rate is LIBOR plus **1.75%** (**2.74%** as of March 31, 2020)[72](index=72&type=chunk) - No amounts were owed on the line of credit as of March 31, 2020[72](index=72&type=chunk) [Note 9: Subsequent Events](index=18&type=section&id=Note%209%3A%20Subsequent%20Events) Addresses COVID-19 impact, goodwill review, and the company's Paycheck Protection Program loan decision - The COVID-19 pandemic, declared a Public Health Emergency in January 2020 and a pandemic in March 2020, has led to temporary office closures and is expected to have an adverse impact on economies and financial markets[73](index=73&type=chunk) - The company performed a qualitative and quantitative review of goodwill and intangible assets as of March 31, 2020, determining no impairment, but will re-evaluate at the end of Q2 2020 due to pandemic uncertainty[73](index=73&type=chunk) - The company entered into a **$1,025,000** Paycheck Protection Program (PPP) loan on April 16, 2020, but returned all funds on April 28, 2020, after re-evaluating certification requirements[74](index=74&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Analyzes Issuer Direct's Q1 2020 financial condition, platform strategy, COVID-19 impacts, and strategic initiatives [Overview](index=19&type=section&id=Overview) Introduces Issuer Direct as a communications and compliance technology provider, its customer base, and initial COVID-19 impact - Issuer Direct is a premier provider of communications and compliance technology solutions, primarily through its cloud-based Platform id[79](index=79&type=chunk) - The company serves a diverse customer base including corporate issuers, private companies, investment banks, IR/PR firms, and the accounting/legal communities[80](index=80&type=chunk) - The COVID-19 pandemic has led to temporary office closures and remote work, with potential for material disruption, revenue decline, asset value decline, and customer payment issues, though no material impact was seen by Q1 2020 other than remote work[82](index=82&type=chunk) [Platform and Technology](index=21&type=section&id=Platform%20and%20Technology) Discusses Platform and Technology revenue growth, platform-first strategy, and new virtual meeting products due to COVID-19 - Platform and Technology revenue grew to **67%** of total revenue in Q1 2020 (from **64%** in Q1 2019), driven by increased Platform id. subscriptions and a focus on a platform-first engagement strategy[85](index=85&type=chunk) - The company developed a new Virtual Annual Meeting product and upgraded conference software for fully virtual events in response to COVID-19 business limitations[86](index=86&type=chunk) - Platform id. aims to provide a single, secure, cloud-based platform for all investor relations, communications, and compliance needs[88](index=88&type=chunk) [Communications Modules](index=23&type=section&id=Communications%20Modules) Details performance and strategic developments of ACCESSWIRE, PCO, Investor Network, Webcasting, and IR Content modules [ACCESSWIRE](index=23&type=section&id=ACCESSWIRE) Highlights ACCESSWIRE's 1% Q1 2020 revenue growth, or 36% excluding the lost investment commentary business - ACCESSWIRE revenue grew **1%** in Q1 2020 (YoY), and **36%** when excluding the impact of the lost investment commentary business, which accounted for approximately **$335,000** of revenue in Q1 2019[90](index=90&type=chunk) [Professional Conference Organizer (PCO) Module](index=23&type=section&id=Professional%20Conference%20Organizer%20%28PCO%29%20Module) Addresses conference cancellations due to COVID-19 and the company's upgrade for fully virtual events - A significant portion of conferences scheduled to use the PCO software in Q1 and Q2 2020 were cancelled or delayed due to the coronavirus pandemic[94](index=94&type=chunk) - The company upgraded its conference software to allow fully virtual conferences with one-on-one meetings, audio, video, and share features to address these impacts[94](index=94&type=chunk) [Investor Network](index=23&type=section&id=Investor%20Network) Focuses on Investor Network integration into Platform id. for digital distribution and ARS user migration - The Investor Network module is being integrated into Platform id. to refine digital distribution of customer messages to the investment community, with a focus on migrating historical Annual Report Service (ARS) users to this new digital subscription business[95](index=95&type=chunk) [Webcasting](index=23&type=section&id=Webcasting) Explains VWP acquisition's expansion of webcasting capabilities and increased demand due to the coronavirus outbreak - The VisualWebcaster Platform (VWP) acquisition enables hosting thousands of additional webcasts annually, diversifying from earnings events to corporate meetings, training sessions, and town halls[98](index=98&type=chunk) - Demand for the webcasting product has increased due to the coronavirus outbreak, as many companies are holding virtual meetings[98](index=98&type=chunk) [Investor Relations Content](index=25&type=section&id=Investor%20Relations%20Content) Describes the IR content network's data feeds and its integration into Platform id. for automatic content linking - The investor relations content network provides a robust series of data feeds (news, stock, fundamentals, regulatory filings) for creating a company's IR website tab[99](index=99&type=chunk) - Its integration into Platform id. allows automatic linking of public distribution content to corporate websites and data feed partners[99](index=99&type=chunk) [Compliance Modules](index=25&type=section&id=Compliance%20Modules) Covers Platform id.'s disclosure, whistleblower, stock transfer, and proxy modules, including virtual meeting upgrades - Platform id.'s disclosure reporting module offers document conversion, editing, and filing to the SEC's EDGAR system, providing higher margins than legacy disclosure conversion services[100](index=100&type=chunk) - The whistleblower module delivers secure notifications and incident workflow management, supported and subsidized by NYSE offerings[101](index=101&type=chunk) - The cloud-based stock transfer module provides customers with real-time access to shareholder information, stock ledgers, and the ability to issue new shares[102](index=102&type=chunk) - The proxy module, a real-time voting platform, has been upgraded to support virtual annual general meetings using webcasting technology[103](index=103&type=chunk) [Services](index=25&type=section&id=Services) Discusses expected decline in Services revenue as the company shifts to cloud-based subscriptions, accelerated by coronavirus - The company expects continued decreases in Services revenue as it focuses on its cloud-based subscription business[104](index=104&type=chunk) - Services include SEC document conversion/XBRL tagging, SEDAR filings, telecommunications, and print/fulfillment of stock certificates, proxy materials, or annual reports[104](index=104&type=chunk) - Demand is shifting from traditional printed, service-based engagements to digital distribution, voting, and transfer of records, a trend accelerated by the coronavirus outbreak[107](index=107&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Analyzes Q1 2020 financial performance, including revenues, costs, gross margin, operating expenses, interest, and net income - Total operating costs and expenses decreased by **$215,000 (8%)** to **$2,515,000** in Q1 2020 (YoY)[15](index=15&type=chunk) [Revenues](index=27&type=section&id=Revenues) Details the 4% decrease in total revenue for Q1 2020, driven by Services decline, offset by Platform and Technology growth - Total revenue decreased by **$163,000 (4%)** to **$4,016,000** in Q1 2020 (YoY), primarily due to a decrease in Services revenue[109](index=109&type=chunk) - Platform and Technology revenue increased **$20,000 (1%)** to **$2,685,000**, now representing **67%** of total revenue[110](index=110&type=chunk) - Services revenue decreased **$183,000 (12%)** to **$1,331,000**, mainly due to declines in transfer agent services and print/proxy distribution, partially offset by increased webcasting services[111](index=111&type=chunk) - ACCESSWIRE revenue grew **36%** in Q1 2020 (YoY) when excluding the investment commentary business, which accounted for approximately **$335,000** of revenue in Q1 2019[110](index=110&type=chunk) [Revenue Backlog](index=29&type=section&id=Revenue%20Backlog) Reports deferred revenue at March 31, 2020, and December 31, 2019, mostly recognized within twelve months - Deferred revenue was **$1,879,000** at March 31, 2020, up from **$1,812,000** at December 31, 2019, with the majority expected to be recognized within the next twelve months[114](index=114&type=chunk) [Cost of Revenues and Gross Margin](index=29&type=section&id=Cost%20of%20Revenues%20and%20Gross%20Margin) Examines the 4% decrease in cost of revenues and the maintained 69% overall gross margin percentage in Q1 2020 - Cost of revenues decreased by **$49,000 (4%)** in Q1 2020 (YoY), maintaining an overall gross margin percentage of **69%**[115](index=115&type=chunk) - Platform and Technology gross margin percentage slightly decreased to **74%** (from **75%**) due to increased newswire distribution costs[116](index=116&type=chunk) - Services gross margin percentage decreased to **57%** (from **58%**) due to lower transfer agent revenue on relatively fixed costs[117](index=117&type=chunk) [Operating Expenses](index=29&type=section&id=Operating%20Expenses) Breaks down changes in G&A, sales & marketing, product development, and depreciation & amortization expenses [General and Administrative Expense](index=29&type=section&id=General%20and%20Administrative%20Expense) Details the 11% decrease in G&A expenses due to reduced bad debt provision and acquisition-related fees - General and administrative expenses decreased by **$145,000 (11%)** to **$1,216,000** in Q1 2020 (YoY), primarily due to a **$131,000** decrease in bad debt provision and the absence of **$112,000** in VWP acquisition-related professional fees from Q1 2019[118](index=118&type=chunk) - As a percentage of revenue, general and administrative expenses decreased to **30%** in Q1 2020 from **33%** in Q1 2019[119](index=119&type=chunk) [Sales and Marketing Expenses](index=29&type=section&id=Sales%20and%20Marketing%20Expenses) Explains the 9% increase in sales and marketing expenses driven by personnel and digital marketing, offset by lower tradeshow costs - Sales and marketing expenses increased by **$76,000 (9%)** to **$896,000** in Q1 2020 (YoY), driven by increased personnel costs and digital marketing, partially offset by decreased tradeshow expenses due to the coronavirus[120](index=120&type=chunk) - As a percentage of revenue, sales and marketing expenses increased to **22%** in Q1 2020 from **20%** in Q1 2019[121](index=121&type=chunk) [Product Development Expenses](index=29&type=section&id=Product%20Development%20Expenses) Reports a 42% decrease in product development expenses primarily due to a reduction in development team headcount - Product development expenses decreased by **$143,000 (42%)** to **$194,000** in Q1 2020 (YoY), primarily due to a reduction in development team headcount[122](index=122&type=chunk) - As a percentage of revenue, product development expenses decreased to **5%** in Q1 2020 from **8%** in Q1 2019[123](index=123&type=chunk) [Depreciation and Amortization](index=29&type=section&id=Depreciation%20and%20Amortization) Notes a slight 1% decrease in depreciation and amortization expenses for Q1 2020 compared to the prior year - Depreciation and amortization expenses decreased slightly by **$3,000 (1%)** in Q1 2020 (YoY)[124](index=124&type=chunk) [Interest income, net](index=31&type=section&id=Interest%20income%2C%20net) Reports a decrease in net interest income for Q1 2020 compared to Q1 2019 - Net interest income decreased to **$58,000** in Q1 2020 from **$71,000** in Q1 2019[15](index=15&type=chunk)[126](index=126&type=chunk) [Income tax (benefit) expense](index=31&type=section&id=Income%20tax%20%28benefit%29%20expense) Discusses the increase in income tax expense for Q1 2020, primarily due to state income taxes - Income tax expense increased to **$80,000** in Q1 2020 from **$13,000** in Q1 2019[127](index=127&type=chunk) - The variance from the U.S. statutory rate (**21%**) is primarily due to state income taxes in Q1 2020, and excess stock-based compensation tax benefits in Q1 2019[127](index=127&type=chunk) [Net Income](index=31&type=section&id=Net%20Income) Highlights the increase in net income for Q1 2020, attributed to maintained gross margin and reduced operating expenses - Net income increased to **$226,000** in Q1 2020 from **$205,000** in Q1 2019[128](index=128&type=chunk) - This improvement was achieved despite a revenue decrease, attributed to maintained gross margin percentage and reduced operating expenses (bad debt, acquisition costs, lower development headcount)[129](index=129&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's financial liquidity, including cash, current asset-to-liability ratio, and undrawn line of credit - As of March 31, 2020, the company had **$16,197,000** in cash and cash equivalents[130](index=130&type=chunk) - Current assets exceeded current liabilities by **$14,607,000**[130](index=130&type=chunk) - The company's **$3,000,000** line of credit was renewed for two years and remained undrawn as of March 31, 2020[131](index=131&type=chunk) [2020 Outlook](index=31&type=section&id=2020%20Outlook) Outlines COVID-19 impact on 2020 outlook, shifting demand, and key strategic initiatives for growth - The 2020 outlook is significantly impacted by the COVID-19 pandemic, leading to remote work and potential adverse effects on financial position, operations, and cash flows[133](index=133&type=chunk) - Demand for platforms remains stable, but physical conference software and transfer agent services are declining, while webcasting demand is increasing, prompting new virtual meeting products[134](index=134&type=chunk)[135](index=135&type=chunk) - Key strategic initiatives for 2020 include expanding Platform and Technology products, pursuing strategic acquisitions, growing the customer base, expanding newswire distribution, developing the Insight and Analytics module, and generating profitable sustainable growth and cash flows from operations[138](index=138&type=chunk)[139](index=139&type=chunk)[142](index=142&type=chunk) [Off-Balance Sheet Arrangements](index=33&type=section&id=Off-Balance%20Sheet%20Arrangements) Confirms the absence of material off-balance sheet arrangements affecting the company's financial condition or operations - The company has no material off-balance sheet arrangements that are reasonably likely to affect its financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources[140](index=140&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) States that disclosures regarding quantitative and qualitative market risk are not applicable for the reporting period - This item is marked as 'Not applicable'[141](index=141&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures.) Confirms effectiveness of disclosure controls and absence of material changes in internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures are effective as of the end of the reporting period[141](index=141&type=chunk) - There were no material changes in internal control over financial reporting during the period covered by this report[142](index=142&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings.) States the company is not involved in any material litigation or aware of any threatened legal proceedings - The company is not a party to any litigation that might result in a material adverse effect to its business[144](index=144&type=chunk) - The company is not aware of any such threatened or pending litigation[144](index=144&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors.) Reports no material changes to risk factors, except for the newly identified potential adverse impact of the coronavirus outbreak - No material changes to risk factors previously disclosed in the most recent Form 10-K filing, except as set forth below[145](index=145&type=chunk) - The recent coronavirus outbreak could harm the company's business and results of operations due to travel restrictions, quarantines, business closures, and significant uncertainty in global financial markets[146](index=146&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) Indicates no unregistered sales of equity securities or use of proceeds to report for the period - None[147](index=147&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) States there were no defaults upon senior securities to report for the period - None[148](index=148&type=chunk) [Item 4. Mine Safety Disclosure](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosure.) States that the mine safety disclosure item is not applicable to the company - Not applicable[149](index=149&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information.) Indicates no other information was required to be reported for the period - None[150](index=150&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20Exhibits.) Lists exhibits filed with Form 10-Q, including CEO/CFO certifications and XBRL documents - Includes certifications of Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[152](index=152&type=chunk) - Includes XBRL Instance Document and various XBRL Taxonomy Extension Documents[152](index=152&type=chunk) [Signatures](index=36&type=section&id=Signatures) Confirms the report's signing by the Chief Executive Officer and Chief Financial Officer on April 30, 2020 - The report is signed by Brian R. Balbirnie, Chief Executive Officer, and Steven Knerr, Chief Financial Officer[155](index=155&type=chunk) - The signing date is April 30, 2020[155](index=155&type=chunk)
Issuer Direct (ISDR) - 2020 Q1 - Quarterly Report