Entravision(EVC) - 2023 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS This section presents Entravision Communications Corporation's unaudited condensed consolidated financial statements and related notes for Q1 2023 and Q1 2022 CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) | ASSETS (in thousands) | March 31, 2023 | December 31, 2022 | | :-------------------- | :------------- | :---------------- | | Total current assets | $402,501 | $407,923 | | Total assets | $878,283 | $880,841 | | LIABILITIES AND STOCKHOLDERS' EQUITY (in thousands) | March 31, 2023 | December 31, 2022 | | :------------------------------------------------ | :------------- | :---------------- | | Total current liabilities | $245,598 | $248,241 | | Total liabilities | $591,719 | $595,472 | | Total equity | $286,564 | $285,369 | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | (in thousands, except share and per share data) | Three-Month Period Ended March 31, 2023 | Three-Month Period Ended March 31, 2022 | | :---------------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Net Revenue | $239,006 | $197,172 | | Operating income (loss) | $6,668 | $4,166 | | Net income (loss) | $1,699 | $1,887 | | Net income (loss) attributable to common stockholders | $2,041 | $1,887 | | Basic and diluted earnings per share | $0.02 | $0.02 | | Cash dividends declared per common share | $0.05 | $0.03 | CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) | (in thousands) | Three-Month Period Ended March 31, 2023 | Three-Month Period Ended March 31, 2022 | | :------------- | :-------------------------------------- | :-------------------------------------- | | Net income (loss) | $1,699 | $1,887 | | Total other comprehensive income (loss) | $142 | $(283) | | Comprehensive income (loss) | $1,841 | $1,604 | | Comprehensive income (loss) attributable to common stockholders | $2,183 | $1,604 | CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - Total equity increased from $285,369 thousand as of December 31, 2022, to $286,564 thousand as of March 31, 2023. Key changes include issuance of common stock upon exercise of stock options/awards ($313 thousand), stock-based compensation expense ($4,053 thousand), and net income attributable to common stockholders ($2,041 thousand), partially offset by dividends paid ($(4,932) thousand)[22] CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | (in thousands) | Three-Month Period Ended March 31, 2023 | Three-Month Period Ended March 31, 2022 | | :------------- | :-------------------------------------- | :-------------------------------------- | | Net cash provided by operating activities | $36,695 | $53,219 | | Net cash used in investing activities | $(563) | $(86,900) | | Net cash used in financing activities | $(5,365) | $(24,838) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $30,768 | $(58,520) | | Ending cash, cash equivalents and restricted cash | $142,212 | $127,323 | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION - The consolidated financial statements are unaudited and prepared in accordance with SEC rules and GAAP, omitting certain disclosures. Interim results are not indicative of full fiscal year performance[25] 2. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES - Entravision is a global advertising solutions, media, and technology company operating in three reportable segments: digital, television, and audio. The digital segment focuses on emerging economies and includes digital commercial partnerships, Smadex (programmatic ad platform), mobile growth solutions, and digital audio. Television and audio operations target U.S. Hispanics[26][32] - The COVID-19 pandemic did not materially affect the Company's business operationally or financially during Q1 2023, and is not anticipated to have a material effect in future periods, though resurgences could pose risks[33] | Restricted Cash (in thousands) | March 31, 2023 | December 31, 2022 | | :----------------------------- | :------------- | :---------------- | | Cash and cash equivalents | $141,455 | $126,574 | | Restricted cash | $757 | $749 | | Total | $142,212 | $127,323 | - The Company has a significant relationship with TelevisaUnivision, which acts as an exclusive third-party sales representative for national advertising on Univision/UniMás-affiliated TV stations. Payments to TelevisaUnivision for sales representation were $1.4 million in Q1 2023 (vs. $1.6 million in Q1 2022). Retransmission consent revenue from TelevisaUnivision proxy agreement was $6.6 million in Q1 2023 (vs. $6.3 million in Q1 2022)[36][39] - Stock-based compensation expense increased to $4.1 million for Q1 2023 from $2.6 million for Q1 2022. Restricted stock units granted increased significantly from 53 thousand in Q1 2022 to 3,614 thousand in Q1 2023, reflecting the annual grant for fiscal year 2023[43][45] | Earnings Per Share (in thousands, except share and per share data) | Three-Month Period Ended March 31, 2023 | Three-Month Period Ended March 31, 2022 | | :----------------------------------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Net income (loss) per share attributable to common stockholders, basic and diluted | $0.02 | $0.02 | | Weighted average common shares outstanding, basic | 87,623,887 | 86,522,378 | | Weighted average common shares outstanding, diluted | 89,786,585 | 88,630,216 | - The Company did not repurchase any Class A common stock in Q1 2023. As of March 31, 2023, 1.8 million shares have been repurchased under the current program for $11.3 million (average $6.43/share) and retired[51] - The Company refinanced its 2017 Credit Facility with a new 2023 Credit Facility on March 17, 2023. The new facility includes a $200 million Term A Facility (drawn in full) and a $75 million Revolving Credit Facility ($11.5 million drawn). This refinancing resulted in a $1.6 million loss on debt extinguishment[61][64][65] - The Company's credit risk is diversified across many customers globally. Revenue from the largest advertiser was 12% of total revenue in Q1 2023 (down from 18% in Q1 2022). The Company is dependent on a single global media company for 51% of total revenue in Q1 2023 (down from 53% in Q1 2022) and expects lower payment rates and margins from this partner in H2 2023[76][78][81] | Fair Value Measurements (in millions) | March 31, 2023 | December 31, 2022 | | :------------------------------------ | :------------- | :---------------- | | Money market account | $8.2 | $1.4 | | Corporate bonds and notes | $36.5 | $44.5 | | Asset-backed securities | $1.2 | — | | U.S. Government securities | $0.7 | — | | Contingent consideration (Liabilities)| $59.7 | $63.8 | - Accumulated other comprehensive income (loss) improved from $(1,510) thousand as of December 31, 2022, to $(1,368) thousand as of March 31, 2023, primarily due to changes in foreign currency translation and fair value of marketable securities[94] - The Company transitioned its Argentine operations to highly inflationary accounting as of July 1, 2018, changing the functional currency from Argentine peso to U.S. dollar[97] - Adsmurai and Jack of Digital are identified as Variable Interest Entities (VIEs) where the Company is the primary beneficiary, leading to their consolidation. The Company is in the process of completing the purchase price allocation for Adsmurai[103][173][179] 3. REVENUES - Revenue is recognized when control of promised services is transferred to customers. Digital advertising revenue is recognized when impressions are recorded or performance criteria are met. Broadcast advertising revenue is recognized at the time of broadcast. Retransmission consent revenue is recognized over time as the television signal is delivered. Spectrum usage rights revenue is recognized over the agreement term or upon relinquishment of rights[106][107][108][111][114] | Disaggregated Revenue by Major Source (in thousands) | Three-Month Period Ended March 31, 2023 | Three-Month Period Ended March 31, 2022 | | :--------------------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Digital advertising | $196,482 | $153,711 | | Broadcast advertising | $29,627 | $31,457 | | Spectrum usage rights | $2,146 | $1,535 | | Retransmission consent | $9,623 | $9,195 | | Other | $1,128 | $1,274 | | Total revenue | $239,006 | $197,172 | | Broadcast Advertising Revenue by Sales Channel (in thousands) | Three-Month Period Ended March 31, 2023 | Three-Month Period Ended March 31, 2022 | | :------------------------------------------------------------ | :-------------------------------------- | :-------------------------------------- | | Local direct | $5,308 | $5,421 | | Local agency | $12,872 | $12,553 | | National agency | $11,447 | $13,483 | | Total revenue | $29,627 | $31,457 | | Revenue by Geographical Region (in thousands) | Three-Month Period Ended March 31, 2023 | Three-Month Period Ended March 31, 2022 | | :-------------------------------------------- | :-------------------------------------- | :-------------------------------------- | | U.S. | $46,970 | $52,271 | | Latin America | $131,918 | $115,169 | | Asia | $24,063 | $17,179 | | EMEA | $36,055 | $12,553 | | Total revenue | $239,006 | $197,172 | | Deferred Revenue (in thousands) | December 31, 2022 | Increase | Decrease * | March 31, 2023 | | :------------------------------ | :---------------- | :------- | :--------- | :------------- | | Deferred revenue | $7,175 | $6,961 | $(7,175) | $6,961 | 4. LEASES - The Company's leases are primarily operating leases for real estate (office space, broadcasting towers, land). ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments, discounted using an incremental borrowing rate[124][125] | Expected Future Payments Related to Operating Lease Liabilities (in thousands) | Amount | | :----------------------------------------------------------------------------- | :----- | | Remainder of 2023 | $6,107 | | 2024 | $9,610 | | 2025 | $9,190 | | 2026 | $7,568 | | 2027 | $5,880 | | 2028 and thereafter | $32,992 | | Total minimum payments | $71,347 | | Less amounts representing interest | $(17,680) | | Less amounts representing tenant improvement allowance | $(3,058) | | Present value of minimum lease payments | $50,609 | | Less current operating lease liabilities | $(6,029) | | Long-term operating lease liabilities | $44,580 | - The weighted average remaining lease term as of March 31, 2023, was 8.9 years, with a weighted average discount rate of 6.2%[132] | Operating Lease Payments and Non-Cash Disclosures (in thousands) | Three-Month Period Ended March 31, 2023 | Three-Month Period Ended March 31, 2022 | | :--------------------------------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Cash paid for operating cash flows from operating leases | $2,138 | $2,480 | | Non-cash additions to operating lease assets | $3,433 | $2,130 | | Components of Operating Lease Expense (in thousands) | Three-Month Period Ended March 31, 2023 | Three-Month Period Ended March 31, 2022 | | :--------------------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Operating lease cost | $2,477 | $2,165 | | Variable lease cost | $192 | $318 | | Short-term lease cost | $1,425 | $415 | | Total lease cost | $4,094 | $2,898 | 5. SEGMENT INFORMATION - The Company operates in three reportable segments: digital, television, and audio. The digital segment's operations are global, focusing on emerging economies, while television and audio target U.S. Hispanics[135][136][140][141] | Segment Performance (in thousands) | Three-Month Period Ended March 31, 2023 | Three-Month Period Ended March 31, 2022 | % Change | | :--------------------------------- | :-------------------------------------- | :-------------------------------------- | :------- | | Net revenue: | | | | | Digital | $196,482 | $153,711 | 28 % | | Television | $30,312 | $30,867 | (2) % | | Audio | $12,212 | $12,594 | (3) % | | Consolidated | $239,006 | $197,172 | 21 % | | Segment operating profit (loss): | | | | | Digital | $3,556 | $5,908 | (40) % | | Television | $7,555 | $8,734 | (13) % | | Audio | $1,038 | $2,382 | (56) % | | Consolidated | $12,149 | $17,024 | (29) % | - The digital segment accounted for 82% of total revenue in Q1 2023, up from 73% in Q1 2022, and is expected to continue to be the majority revenue contributor[142][189] | Capital Expenditures (in thousands) | Three-Month Period Ended March 31, 2023 | Three-Month Period Ended March 31, 2022 | | :---------------------------------- | :-------------------------------------- | :-------------------------------------- | | Digital | $1,111 | $769 | | Television | $7,336 | $460 | | Audio | $103 | $288 | | Consolidated | $8,550 | $1,517 | | Total Assets (in thousands) | March 31, 2023 | December 31, 2022 | | :-------------------------- | :------------- | :---------------- | | Digital | $415,204 | $408,027 | | Television | $355,996 | $363,904 | | Audio | $107,083 | $108,910 | | Consolidated | $878,283 | $880,841 | 6. COMMITMENTS AND CONTINGENCIES - The Company is subject to various legal proceedings in the ordinary course of business. Management believes that any resulting liability will not materially adversely affect the Company's financial position, results of operations, or cash flows[144] 7. ACQUISITIONS - The fair value of contingent consideration related to acquisitions decreased from $63.8 million at December 31, 2022, to $59.7 million at March 31, 2023. The change in fair value resulted in a $4.1 million income recognized in Q1 2023, compared to a $5.1 million expense in Q1 2022[92] - For Cisneros Interactive, the contingent liability was adjusted to $34.9 million at March 31, 2023 (from $41.4 million at December 31, 2022), with $28.3 million as current liability. The change in fair value resulted in $6.5 million income in Q1 2023[156][157] - For MediaDonuts, the contingent liability was adjusted to $23.9 million at March 31, 2023 (from $22.2 million at December 31, 2022), with $6.6 million as current liability. The change in fair value resulted in $1.7 million expense in Q1 2023[164][165] - For 365 Digital, the contingent liability was adjusted to $0.9 million at March 31, 2023 (from $0.2 million at December 31, 2022), with $0.4 million as current liability. The change in fair value resulted in $0.7 million expense in Q1 2023[170][171] 8. VARIABLE INTEREST ENTITIES - The Company consolidated Adsmurai as a VIE since August 5, 2022, due to a loan that provides power to direct its economic performance. The preliminary purchase price allocation includes $13.0 million in goodwill and $8.2 million in intangible assets[172][173][174] - The Company consolidated Jack of Digital as a VIE since August 3, 2022, due to its power to direct the entity's economic performance, despite an initial 15% equity investment[178][179] 9. SUBSEQUENT EVENTS - On April 3, 2023, the Company converted the Adsmurai Loan into a 51% equity interest in Adsmurai for €13.0 million (approximately $14.2 million). A new loan of €7,355,500 (approximately $8.1 million) was made to affiliated entities for the remaining 49% interest, with options for future purchase/sale[183][184][185][186] - On April 3, 2023, the Company acquired the remaining issued and outstanding stock of Jack of Digital for approximately $1.1 million, with an initial payment of $0.5 million and the balance paid through December 2025, plus a potential earnout[180] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section analyzes Entravision's financial condition and results for Q1 2023 and Q1 2022, covering revenue growth, expense changes, and debt refinancing Overview - Entravision is a global advertising solutions, media, and technology company with digital, television, and audio properties. The digital segment, operating globally, accounted for approximately 82% of net revenue in Q1 2023, with television at 13% and audio at 5%[187][188][189] - The digital segment offers end-to-end advertising solutions through four business units: digital commercial partnerships (largest, representing global media companies like Meta, Twitter, ByteDance, Spotify), Smadex (programmatic ad platform), mobile growth solutions, and digital audio[190][191][192][193] - Television and audio operations target U.S. Hispanic audiences, with 49 primary TV stations (largest affiliate group of Univision/UniMás) and 45 radio stations. Revenue is generated from advertising sales, retransmission consent, and spectrum usage rights[194][195] - Consolidated revenue increased to $239.0 million in Q1 2023 from $197.2 million in Q1 2022, primarily due to growth in the digital segment and increases in local advertising, spectrum usage rights, and retransmission consent in television, partially offset by declines in political and national advertising[202] | Net Revenue (in millions) | Q1 2023 | Q1 2022 | Change (YoY) | | :------------------------ | :------ | :------ | :----------- | | Digital | $196.5 | $153.7 | +28% | | Television | $30.3 | $30.9 | -2% | | Audio | $12.2 | $12.6 | -3% | | Total | $239.0 | $197.2 | +21% | - The Company entered into a new $200 million Term A Facility and a $75 million Revolving Credit Facility in Q1 2023[206] The Impact of the COVID-19 Pandemic on our Business - The COVID-19 pandemic did not have a material operational or financial effect on the Company during Q1 2023 and is not anticipated to have a material effect in future periods, though potential resurgences could adversely affect operations[208] Relationship with TelevisaUnivision - The Company's television stations are primarily Univision- or UniMás-affiliated, with TelevisaUnivision acting as the exclusive third-party sales representative for certain national advertising. Sales representation fees paid to TelevisaUnivision were $1.4 million in Q1 2023 (vs. $1.6 million in Q1 2022)[209][210] - Retransmission consent revenue from the TelevisaUnivision proxy agreement was $6.6 million in Q1 2023 (vs. $6.3 million in Q1 2022). TelevisaUnivision owns approximately 11% of the Company's common stock and has certain consent rights over major corporate actions[212][214] Critical Accounting Policies - For a description of critical accounting policies, refer to the Company's 2022 10-K[215] Recent Accounting Pronouncements - No new accounting pronouncements issued or effective since the 2022 10-K are expected to have a material impact on the Company's consolidated financial statements[104][216] Three-Month Periods Ended March 31, 2023 and 2022 | Statements of Operations Data (in thousands) | Three-Month Period Ended March 31, 2023 | Three-Month Period Ended March 31, 2022 | % Change | | :------------------------------------------- | :-------------------------------------- | :-------------------------------------- | :------- | | Net Revenue | $239,006 | $197,172 | 21 % | | Cost of revenue - digital | $167,756 | $129,891 | 29 % | | Direct operating expenses | $29,862 | $27,823 | 7 % | | Selling, general and administrative expenses | $22,768 | $16,039 | 42 % | | Corporate expenses | $10,502 | $8,724 | 20 % | | Depreciation and amortization | $6,471 | $6,395 | 1 % | | Change in fair value of contingent consideration | $(4,065) | $5,100 | * | | Foreign currency (gain) loss | $(956) | $(847) | 13 % | | Operating income (loss) | $6,668 | $4,166 | 60 % | | Interest expense | $(4,028) | $(1,836) | 119 % | | Interest income | $860 | $406 | 112 % | | Income before income (loss) taxes | $1,930 | $2,739 | (30) % | | Income tax benefit (expense) | $(231) | $(852) | (73) % | | Net income (loss) | $1,699 | $1,887 | (10) % | | Net income (loss) attributable to common stockholders | $2,041 | $1,887 | 8 % | | Other Data (in thousands) | Three-Month Period Ended March 31, 2023 | Three-Month Period Ended March 31, 2022 | | :------------------------ | :-------------------------------------- | :-------------------------------------- | | Capital expenditures | $8,550 | $1,517 | | Consolidated EBITDA | $13,022 | $18,113 | | Net cash provided by operating activities | $36,695 | $53,219 | | Net cash used in investing activities | $(563) | $(86,900) | | Net cash used in financing activities | $(5,365) | $(24,838) | - Consolidated EBITDA decreased by 29% to $13.0 million in Q1 2023 from $18.1 million in Q1 2022, representing 5% of net revenue (down from 9%)[217][272] - The Company believes it is in compliance with all covenants in the 2023 Credit Agreement, including a maximum total leverage ratio of 3.25 to 1.00 and a minimum interest coverage ratio of 3.00 to 1.00[218] Segment Operations - Digital segment net revenue increased by 28% to $196.5 million in Q1 2023, primarily due to advertising revenue growth from digital commercial partnerships and contributions from VIEs. Cost of revenue in digital increased by 29% to $167.8 million, maintaining 85% of digital net revenue[241][242][224] - Digital segment margins are under pressure due to a shift towards programmatic revenue and lower payment rates from global media partners, a trend expected to continue[243][244] - Television segment net revenue decreased by 2% to $30.3 million in Q1 2023, mainly due to decreases in political and national advertising, partially offset by increases in local advertising, spectrum usage rights, and retransmission consent. The segment faces declining audiences and a shift of advertising to digital media[247][248] - Audio segment net revenue decreased by 3% to $12.2 million in Q1 2023, primarily due to decreases in political, local, and national advertising revenue. This segment also faces declining audiences and a shift of advertising to digital media[251][252] - Direct operating expenses increased across all segments in Q1 2023, with digital up 12% ($0.9 million), television up 3% ($0.5 million), and audio up 11% ($0.7 million), largely due to increased non-cash stock-based compensation and higher digital advertising revenue expenses[225][245][249][253] - Selling, general and administrative expenses increased across all segments in Q1 2023, with digital up 67% ($5.4 million), television up 8% ($0.3 million), and audio up 31% ($0.9 million), driven by salary expenses, VIE contributions, and increased rent[227][246][250][254] - Corporate expenses increased by 20% to $10.5 million in Q1 2023, mainly due to increased non-cash stock-based compensation and professional service fees[229] Liquidity and Capital Resources - The Company expects to fund working capital, capital expenditures, and debt payments for the next twelve months with cash on hand ($141.5 million) and cash flows from operations ($36.7 million in Q1 2023)[255][256] - The majority of cash and cash equivalents are held outside the U.S. in countries without foreign currency controls, though smaller amounts are in countries with controls (South Africa, Argentina)[257] - Net cash flow provided by operating activities was $36.7 million in Q1 2023, down from $53.2 million in Q1 2022. Net cash flow used in investing activities was $0.6 million in Q1 2023, a significant decrease from $86.9 million in Q1 2022, primarily due to proceeds from marketable securities sales offsetting purchases and capital expenditures[277][278] - Net cash flow used in financing activities was $5.4 million in Q1 2023, down from $24.8 million in Q1 2022. This quarter included $211.7 million in debt payments and $212.4 million in new debt borrowings, along with $4.9 million in dividend payments[279] - The Company faces credit risk in its digital segment due to the obligation to pay media companies regardless of collection from advertisers. Dependence on a single global media company for 51% of consolidated revenue poses a significant risk to liquidity and cash flow[280][281] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section details the Company's exposure to market risks, including interest rate and foreign currency fluctuations, and their potential impact on financial performance - The Company is exposed to market risk from changes in interest rates on its $211.5 million variable rate bank debt under the 2023 Credit Facility. A hypothetical 100 basis point increase in SOFR would increase annual interest expense and decrease cash flow from operations by approximately $2.1 million[284][285] - Foreign currency risks arise from revenues and operating expenses denominated in non-U.S. dollar currencies, primarily Mexican peso, Argentine peso, Euro, and various Asian/African currencies. While a 10% adverse change in foreign exchange rates on foreign-denominated accounts receivable would not be material, growing international operations will increase this risk[286][289] - The economy in Argentina is classified as highly inflationary, requiring specific accounting treatment. Cash and cash equivalents in Argentina and South Africa are subject to foreign exchange controls, potentially impacting repatriation[287][288] ITEM 4. CONTROLS AND PROCEDURES This section confirms the effectiveness of the Company's disclosure controls and procedures as of March 31, 2023, with no material changes in internal control over financial reporting - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of March 31, 2023[290] - No material changes in internal control over financial reporting occurred during the period covered by this quarterly report[294] PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is involved in various legal proceedings, but management anticipates no material adverse effect on financial position or results - The Company is subject to various outstanding claims and legal proceedings, but management believes any resulting liability will not materially adversely affect its financial position, results of operations, or cash flows[296] ITEM 1A. RISK FACTORS This section highlights key risks, particularly covenants in the 2023 Credit Agreement that could restrict operations and trigger adverse lender actions - The 2023 Credit Agreement contains covenants that restrict business operations and require compliance with financial ratios. Failure to comply could lead lenders to declare all debt immediately due or terminate credit commitments, materially affecting the business[297][303] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This section details the Company's share repurchase program, noting no repurchases in Q1 2023 but providing an update on total shares retired - The Board approved a share repurchase program of up to $20 million on March 1, 2022. No Class A common stock shares were repurchased in Q1 2023. As of March 31, 2023, 1.8 million shares have been repurchased for $11.3 million (average $6.43/share) and retired[298][299] ITEM 3. DEFAULTS UPON SENIOR SECURITIES There were no defaults upon senior securities during the reporting period - None[300] ITEM 4. MINE SAFETY DISCLOSURES Mine safety disclosures are not applicable to the Company - Not applicable[301] ITEM 5. OTHER INFORMATION There is no other information to report in this section - None[302] ITEM 6. EXHIBITS This section lists the exhibits filed with the Form 10-Q, including certifications and XBRL documents - Exhibits include certifications by the CEO and CFO (Sections 302 and 906 of Sarbanes-Oxley Act) and Inline XBRL Instance Document and Taxonomy Extension Documents[305]