Quarterly Report (10-q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑

QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022 OR

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ____________

Commission file number 1-9330

CORECARD CORPORATION

(Exact name of registrant as specified in its charter)

Georgia	58-1964787
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Meca Way, Norcross, Georgia	30093
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 381-2900

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☑
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value for the class	CCRD	NYSE

As of October 31, 2022, 8,512,869 shares of Common Stock of the issuer were outstanding.

CoreCard Corporation

Index

Form 10-Q

		Page
Part I	Financial Information

Item 1	Financial Statements (unaudited)
	Consolidated Balance Sheets at September 30, 2022 and December 31, 2021	3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021	4
	Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2022 and 2021	4
	Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021	5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	6
	Notes to Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 4	Controls and Procedures	17

Part II	Other Information

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 6	Exhibits	18
Signatures		18

Part I FINANCIAL INFORMATION

Item 1. Financial Statements

CoreCard Corporation

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

As of	September 30, 2022			December 31, 2021
ASSETS	(unaudited)			(audited)
Current assets:
Cash	$	27,068		$	29,244
Marketable securities		983			−
Accounts receivable, net		7,815			5,547
Other current assets		4,575			2,046
Total current assets		40,441			36,837
Investments		6,550			6,355
Property and equipment, at cost less accumulated depreciation		12,846			10,371
Other long-term assets		4,054			4,585
Total assets	$	63,891		$	58,148

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,842		$	2,763
Deferred revenue, current portion		1,129			2,263
Accrued payroll		2,481			2,145
Accrued expenses		350			404
Income tax payable		−			1,004
Other current liabilities		2,248			2,274
Total current liabilities		8,050			10,853
Noncurrent liabilities:
Deferred revenue, net of current portion		474			164
Deferred tax liability		788			549
Long-term lease obligation		2,344			2,708
Total noncurrent liabilities		3,606			3,421
Stockholders’ equity:
Common stock, $0.01 par value: Authorized shares - 20,000,000;
Issued shares – 9,007,815 and 9,001,311 at September 30, 2022 and December 31, 2021, respectively;
Outstanding shares – 8,510,565 and 8,689,815 at September 30, 2022 and December 31, 2021, respectively		90			90
Additional paid-in capital		16,421			16,261
Treasury stock, 497,250 and 311,496 shares at September 30, 2022 and December 31, 2021, respectively, at cost		(16,369	)		(11,327	)
Accumulated other comprehensive income (loss)		164			(194	)
Accumulated income		51,929			39,044
Total stockholders’ equity		52,235			43,874
Total liabilities and stockholders’ equity	$	63,891		$	58,148

The accompanying notes are an integral part of these Consolidated Financial Statements.

CoreCard Corporation

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except share and per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue
Services	$	14,450	$	11,152	$	39,657	$	31,119
Products		−		1,783		14,283		4,083
Total net revenue		14,450		12,935		53,940		35,202
Cost of revenue
Services		8,431		6,104		23,824		16,091
Products		−		−		−		−
Total cost of revenue		8,431		6,104		23,824		16,091
Expenses
Marketing		80		97		231		179
General and administrative		1,107		1,069		4,048		3,190
Research and development		3,129		2,356		8,916		7,109
Income from operations		1,703		3,309		16,921		8,633
Investment income (loss)		39		53		196		(215	)
Other income		60		74		126		230
Income before income taxes		1,802		3,436		17,243		8,648
Income taxes		443		902		4,358		2,269
Net income	$	1,359	$	2,534	$	12,885	$	6,379
Earnings per share:
Basic	$	0.16	$	0.29	$	1.50	$	0.72
Diluted	$	0.16	$	0.29	$	1.49	$	0.72
Basic weighted average common shares outstanding		8,538,954		8,714,579		8,596,654		8,803,760
Diluted weighted average common shares outstanding		8,559,665		8,744,818		8,621,388		8,835,427

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Net income	$	1,359		$	2,534		$	12,885		$	6,379
Other comprehensive income (loss):
Foreign currency translation adjustments		120			(13	)		364			(5	)
Change in unrealized loss in marketable securities		(6	)		−			(6	)		−
Total comprehensive income	$	1,473		$	2,521		$	13,243		$	6,374

The accompanying notes are an integral part of these Consolidated Financial Statements.

CoreCard Corporation

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited, in thousands, except share amounts)

	Common Stock					Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Earnings		Stockholders’ Equity
	Shares			Amount
Balance at December 31, 2020		8,885,797		$	89	$	15,836	$	(1,639	)	$	(140	)	$	30,005	$	44,151
Common stock repurchased* 18,631,000		(70,947	)						(2,712	)							(2,712	)
Stock options exercised		67,500			1		106										107
Net income															1,040		1,040
Stock compensation expense							57										57
Foreign currency translation adjustment												4					4
Balance at March 31, 2021		8,882,350		$	90	$	15,999	$	(4,351	)	$	(136	)	$	31,045	$	42,647
Common stock repurchased*		(144,194	)						(5,048	)							(5,048	)
Net income															2,805		2,805
Stock compensation expense		4,443					198										198
Foreign currency translation adjustment												4					4
Balance at June 30, 2021		8,742,599		$	90	$	16,197	$	(9,399	)	$	(132	)	$	33,850	$	40,606
Common stock repurchased*		(42,030	)						(1,501	)							(1,501	)
Net income															2,534		2,534
Stock compensation expense							32										32
Foreign currency translation adjustment												(13	)				(13	)
Balance at September 30, 2021		8,700,569		$	90	$	16,229	$	(10,900	)	$	(145	)	$	36,384	$	41,658

Balance at December 31, 2021		8,689,815		$	90	$	16,261	$	(11,327	)	$	(194	)	$	39,044	$	43,874
Common stock repurchased*		(70,864	)						(2,332	)							(2,332	)
Net income															8,670		8,670
Stock compensation expense							10										10
Foreign currency translation adjustment												1					1
Balance at March 31, 2022		8,618,951		$	90	$	16,271	$	(13,659	)	$	(193	)	$	47,714	$	50,223
Common stock repurchased*		(58,447	)						(1,347	)							(1,347	)
Net income															2,856		2,856
Stock compensation expense		6,504					150										150
Foreign currency translation adjustment												243					243
Balance at June 30, 2022		8,567,008		$	90	$	16,421	$	(15,006	)	$	50		$	50,570	$	52,125
Common stock repurchased*		(56,443	)						(1,363	)							(1,363	)
Net income															1,359		1,359
Foreign currency translation adjustment												120					120
Unrealized loss on marketable securities												(6	)				(6	)
Balance at September 30, 2022		8,510,565		$	90	$	16,421	$	(16,369	)	$	164		$	51,929	$	52,235

*At September 30, 2022, approximately $18,631,000 was authorized for future repurchases of our common stock.

The accompanying notes are an integral part of these Consolidated Financial Statements.

CoreCard Corporation

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Nine Months Ended September 30,
CASH PROVIDED BY (USED FOR):	2022			2021

OPERATING ACTIVITIES:
Net income	$	12,885		$	6,379
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,636			2,697
Stock-based compensation expense		160			287
Deferred income taxes		312			−
Non-cash interest income		(18	)		(72	)
Equity in (income) loss of affiliate company		(195	)		214
Changes in operating assets and liabilities:
Accounts receivable, net		(2,268	)		(10,812	)
Other current assets		(2,620	)		(978	)
Other long-term assets		(41	)		(22	)
Accounts payable		600			814
Accrued payroll		336			848
Deferred revenue, current portion		(1,134	)		230
Accrued expenses		(54	)		26
Other current liabilities		(1,052	)		(2,844	)
Deferred revenue, net of current portion		310			76
Net cash provided by (used for) operating activities		10,857			(3,157	)

INVESTING ACTIVITIES:
Purchases of property and equipment		(7,532	)		(3,233	)
Advances on notes and interest receivable		−			(550	)
Proceeds from payments on notes receivable		165			110
Purchase of intangible assets		−			(400	)
Purchase of available for sale securities		(988	)		−
Purchase of long-term investment		−			(1,000	)
Net cash used for investing activities		(8,355	)		(5,073	)

FINANCING ACTIVITIES:
Sale of capital stock pursuant to exercise of option		−			107
Repurchases of common stock		(5,042	)		(9,261	)
Net cash used for financing activities		(5,042	)		(9,154	)
Effects of exchange rate changes on cash		364			(5	)
Net decrease in cash		(2,176	)		(17,389	)
Cash at beginning of period		29,244			37,956
Cash at end of period	$	27,068		$	20,567

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes	$	5,330		$	2,626
Purchases of property and equipment, accrued but not paid	$	207		$	−

The accompanying notes are an integral part of these Consolidated Financial Statements.

CoreCard Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Throughout this report, the terms “we”, “us”, “ours”, “CoreCard” and “Company” refer to CoreCard Corporation, including its wholly-owned and majority-owned subsidiaries. The unaudited Consolidated Financial Statements presented in this Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States applicable to interim financial statements. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of CoreCard management, these Consolidated Financial Statements contain all adjustments (which comprise only normal and recurring accruals) necessary to present fairly the financial position and results of operations as of and for the three and nine month periods ended September 30, 2022 and 2021. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with our Consolidated Financial Statements and notes thereto for the fiscal year ended December 31, 2021, as filed in our Annual Report on Form 10-K.

There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, to require financial assets carried at amortized cost to be presented at the net amount expected to be collected based on historical experience, current conditions and forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU No. 2019-05, ASU 2019-10 and ASU 2019-11 to provide additional guidance on the credit losses standard. The ASUs are effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. Adoption of the ASUs is on a modified retrospective basis. We plan to adopt the ASUs on January 1, 2023. The ASUs are currently not expected to have a material impact on our consolidated financial statements.

In March 2022, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2022-02 "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" (ASU 2022-02), which eliminates the accounting guidance for troubled debt restructurings (TDRs) by creditors that have adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" and enhances certain disclosure requirements. The ASU is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. Adoption of the ASUs is on a modified retrospective basis. We plan to adopt the ASUs on January 1, 2023. The adoption of ASU 2022-02 is not expected to have a material impact on our Consolidated Financial Statements.

We have considered all other recently issued accounting pronouncements and do not believe the adoption of such pronouncements will have a material impact on our Consolidated Financial Statements.

2.	REVENUE

Disaggregation of Revenue

In the following table, revenue is disaggregated by type of revenue for the three and nine months ended September 30, 2022 and 2021:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
License	$	−	$	1,783	$	14,283	$	4,083
Professional services		7,776		6,893		21,943		18,740
Processing and maintenance		5,267		3,457		13,837		10,256
Third party		1,407		802		3,877		2,123
Total	$	14,450	$	12,935	$	53,940	$	35,202

Foreign revenues are based on the location of the customer. Revenues from customers by geographic area for the three and nine months ended September 30, 2022 and 2021 are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
United States	$	13,973	$	12,610	$	52,836	$	34,007
Middle East		451		297		1,030		508
European Union		26		28		74		687
Total	$	14,450	$	12,935	$	53,940	$	35,202

Concentration of Revenue

The following table indicates the percentage of consolidated revenue represented by each customer that represented more than 10 percent of consolidated revenue in the three and nine month periods ended September 30, 2022 and 2021. Most of our customers have multi-year contracts with recurring revenue as well as professional services fees that vary by period depending on their business needs.

Three Months Ended

September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

Customer A

3.	NOTES RECEIVABLE

In February 2021, we entered into and advanced a $550,000 Promissory Note with a privately held technology company and program manager in the FinTech industry. The note bears interest at the rate of 4.6 percent annually with the maturity date of October 2023. The carrying value of the current portion of our note receivable of $202,000 at September 30, 2022 is included in other current assets on the Consolidated Balance Sheets. The carrying value of the noncurrent portion of our note receivable of $9,000 at September 30, 2022 is included in other long-term assets on the Consolidated Balance Sheets.

4.	INVESTMENTS

We hold a 40 percent ownership interest in a privately held identity and professional services company with ties to the FinTech industry. The carrying value of our investment was $1,479,000 at September 30, 2022, included in investments on the Consolidated Balance Sheets. In 2021, the company transferred its advisory business to a new entity. We contributed our note receivable of $2,806,000 and $800,000 of cash for a 28% ownership interest in the new entity. The carrying value of our investment in the new entity was $4,070,000 at September 30, 2022, included in investments on the Consolidated Balance Sheets. We continue to hold a 40 percent ownership interest in the original company which is expected to continue with its events and media operations. We account for our investments using the equity method of accounting which resulted in income of $38,000 and $195,000 for the three and nine months ended September 30, 2022, respectively, included in investment income (loss) on the Consolidated Statement of Operations. We evaluate on a continuing basis whether any impairment indicators are present that would require additional analysis or write-downs of the investment. While we have not recorded an impairment related to these investments as of September 30, 2022, variations from current expectations could result in future impairment charges.

In the second quarter of 2021, we invested $1,000,000 in a privately held company that provides supply chain and receivables financing. The carrying amount of $1,000,000 at September 30, 2022 is accounted for at cost and is included in investments on the Consolidated Balance Sheets.

In the third quarter of 2022, we invested $988,000 in publicly traded multi sector corporate debt securities. The carrying value of $983,000 at September 30, 2022 is accounted for at amortized cost and is included in marketable securities on the Consolidated Balance Sheets.

5.	RELATED PARTY TRANSACTION

The lease on our headquarters and primary facility in Norcross, Georgia is held by ISC Properties, LLC, an entity controlled by our Chairman and Chief Executive Officer, J. Leland Strange. Mr. Strange holds a 100% ownership interest in ISC Properties, LLC. We have determined that ISC Properties, LLC is not a variable interest entity. On March 1, 2022, we canceled our lease agreement dated April 1, 2021 and entered into a new lease to move our corporate headquarters and to procure additional office space. The new lease has a five-year term beginning March 1, 2022 as disclosed on our Form 8-K dated March 1, 2022.

6.	STOCK-BASED COMPENSATION

At September 30, 2022, we have four stock-based compensation plans in effect. In August 2020, shareholders approved the 2020 Non-Employee Directors’ Stock Incentive Plan (the “2020 Plan”), which authorizes the issuance of 200,000 shares of common stock to non-employee directors. In May 2022, shareholders approved the 2022 Employee Stock Incentive Plan (the “2022 Plan”), which authorizes the issuance of 750,000 shares of common stock to employees. We record compensation cost related to unvested stock awards by recognizing the unamortized grant date fair value on a straight-line basis over the vesting periods of each award. We have estimated forfeiture rates based on our historical experience. Stock option compensation expense for the three and nine month periods ended September 30, 2022 and 2021 has been recognized as a component of general and administrative expenses in the accompanying Consolidated Financial Statements. We recorded $0 and $32,000 of stock-based compensation expense for the three months ended September 30, 2022 and 2021, respectively, and $160,000 and $287,000 for the nine months ended September 30, 2022 and 2021, respectively.

As of September 30, 2022, there is no unrecognized compensation cost related to stock options. There were no options exercised during the three and nine months ended September 30, 2022. No options expired unexercised during the quarter. The following table summarizes options as of September 30, 2022:

Options Outstanding and Exercisable:
Range of Exercise Price			Number Outstanding		Wgt. Avg. Contractual Life Remaining (in years)		Wgt. Avg. Exercise Price		Aggregate Intrinsic Value
$3.50	-	$3.86		13,000		4.5	$	3.75	$	256,480
	$7.80			8,000		5.7	$	7.80	$	89,550
	$19.99			30,000		6.3	$	19.99	$	53,400
	$39.11			8,000		6.7	$	39.11	$	−
$3.50	-	$39.11		59,000		5.9	$	17.35	$	399,430

The estimated fair value of options granted is calculated using the Black-Scholes option pricing model with assumptions as previously disclosed in our 2021 Form 10-K.

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the company’s closing stock price on the last trading day of the third quarter of 2022 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on September 30, 2022. The amount of aggregate intrinsic value will change based on the market value of the company’s stock.

7.	FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash, marketable securities, accounts receivable, notes receivable, accounts payable and certain other financial instruments (such as accrued expenses, and other current liabilities) included in the accompanying Consolidated Balance Sheets approximates their fair value principally due to the short-term maturity of these instruments.

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and trade accounts and notes receivable. Our available cash is held in accounts managed by third-party financial institutions. Cash may exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits. While we monitor cash balances on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, we have experienced no loss or lack of access to our cash; however, we can provide no assurances that access to our cash will not be impacted by adverse conditions in the financial markets.

8.	FAIR VALUE MEASUREMENTS

In determining fair value, the Company uses quoted market prices in active markets. GAAP establishes a fair value measurement framework, provides a single definition of fair value, and requires expanded disclosure summarizing fair value measurements. GAAP emphasizes that fair value is a market-based measurement, not an entity specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing an asset or liability.

GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable input be used when available. Observable inputs are based on data obtained from sources independent of the Company that market participants would use in pricing the asset or liability. Unobservable inputs are inputs that reflect the company’s assumptions about the estimates market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The hierarchy is measured in three levels based on the reliability of inputs:

• Level 1

Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments.

• Level 2

Valuations based on quoted prices in less active, dealer or broker markets. Fair values are primarily obtained from third party pricing services for identical or comparable assets or liabilities.

• Level 3

Valuations derived from other valuation methodologies, including pricing models, discounted cash flow models and similar techniques, and not based on market, exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections that are not observable in the market and significant professional judgment is needed in determining the fair value assigned to such assets or liabilities.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The fair value of equity method and some of our cost method investments has not been determined as it was impracticable to do so due to the fact that the investee companies are relatively small, early stage private companies for which there is no comparable valuation data available without unreasonable time and expense. The fair value of certain cost method investments was determined using Level 3 inputs.

The following tables present the fair value hierarchy for assets and liabilities measured at fair value:

	September 30, 2022
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	23,980,000	$	−	$	−	$	23,980,000
Marketable securities
Corporate debt securities		983,000		−		−		983,000
Total assets	$	24,963,000	$	−	$	−	$	24,963,000

The Company classifies money market funds, commercial paper, U.S. government securities, asset-backed securities and corporate securities within Level 1 or Level 2 of the fair value hierarchy because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs.

There were no transfers of financial instruments between the fair value hierarchy levels during the three and nine months ended September 30, 2022. The Company had no marketable securities presented at fair value prior to the three month period ended September 30, 2022.

9.	MARKETABLE SECURITIES

The amortized cost, unrealized gain (loss), and estimated fair value of the Company's investments in securities available for sale consisted of the following:

	September 30, 2022
	Amortized Cost		Unrealized Gain		Unrealized Loss			Estimated Fair Value
Marketable securities
Corporate debt securities	$	989,000		-	$	(6,000	)	$	983,000

The Company had marketable securities in an unrealized loss position as of September 30, 2022 and the Company held no marketable securities in 2021. The Company did not identify any marketable securities that were other-than-temporarily impaired as of September 30, 2022 and 2021. The Company does not intend to sell any marketable securities that have an unrealized loss at September 30, 2022 and it is not more likely than not that the Company will be required to sell such securities before any anticipated recovery.

10.

COMMITMENTS AND CONTINGENCIES

Leases

We have noncancelable operating leases for offices and data centers expiring at various dates through March 2027. These operating leases are included in other long-term assets on the Company's September 30, 2022 and December 31, 2021 Consolidated Balance Sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make lease payments are included in other current liabilities and long-term lease obligation on the Company's September 30, 2022 and December 31, 2021 Consolidated Balance Sheets. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments.

Supplemental Information–Leases

Supplemental information related to our right-of-use assets and related lease liabilities is as follows:

	September 30, 2022			December 31, 2021
Right-of-use asset, net and lease liabilities (in thousands)	$	3,674		$	3,955
Weighted average remaining lease term (years)		3.3			3.5
Weighted average discount rate		3.4	%		4.1	%

For the nine months ended September 30, 2022 and 2021, cash paid for operating leases included in operating cash flows was $994,000 and $886,000, respectively.

Maturities of our operating lease liabilities as of September 30, 2022 is as follows:

	Operating Leases
	(in thousands)
2022	$	338
2023		1,321
2024		997
2025		608
Thereafter		562
Total lease liabilities	$	3,826

Lease expense for the three and nine months ended September 30, 2022 and 2021 consisted of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Cost of Revenue	$	183	$	225	$	595	$	667
General and Administrative		105		76		259		188
Research and Development		47		10		140		31
Total	$	335	$	311	$	994	$	886

Legal Matters

There are no pending or threatened legal proceedings. However, in the ordinary course of business, from time to time we may be involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. We accrue for unpaid legal fees for services performed to date.

11.

INCOME TAXES

We recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are recognized, net of a valuation allowance, for the estimated future tax effects of deductible temporary differences and tax credit carry-forwards. A valuation allowance against deferred tax assets is recorded when, and if, based upon available evidence, it is more likely than not that some or all deferred tax assets will not be realized.

There were no unrecognized tax benefits at September 30, 2022 and December 31, 2021. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There were no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the periods presented. We have determined we have no uncertain tax positions.

We file a consolidated U.S. federal income tax return for all subsidiaries in which our ownership equals or exceeds 80 percent, as well as individual subsidiary returns in various states and foreign jurisdictions. With few exceptions we are no longer subject to U.S. federal, state and local or foreign income tax examinations by taxing authorities for returns filed more than three years ago.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In addition to historical information, this Form 10-Q may contain forward-looking statements relating to CoreCard. All statements, trend analyses and other information relative to markets for our products and trends in revenue, gross margins and anticipated expense levels, as well as other statements including words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, and other similar expressions, constitute forward-looking statements. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties including those factors described below under “Factors That May Affect Future Operations”, and that actual results may differ materially from those contemplated by such forward-looking statements. CoreCard undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results.

For purposes of this discussion and analysis, we are assuming and relying upon the reader’s familiarity with the information contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Form 10- K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission.

Overview

CoreCard Corporation, a Georgia corporation, and its predecessor companies have operated since 1973 and its securities have been publicly traded since 1980. In this report, sometimes we use the terms “Company”, “us”, “ours”, “we”, “Registrant” and similar words to refer to CoreCard Corporation and subsidiaries. Our executive offices are located in Norcross, Georgia and our website is www.corecard.com.

On December 15, 2021, we changed our name to CoreCard Corporation from Intelligent Systems Corporation. Our corporate structure did not change nor did our financial reporting. See our 8-K dated December 15, 2021, for more information. We are primarily engaged in the business of providing technology solutions and processing services to the financial technology and services market, commonly referred to as the FinTech industry. Our operations are conducted through our affiliate companies located in Romania, India, United Arab Emirates and Colombia, as well as the corporate office in Norcross, Georgia which provides significant administrative, human resources and executive management support. Corecard’s foreign subsidiaries (CoreCard SRL in Romania, CoreCard Software India Pvt. Ltd. in India, CoreCard Colombia SAS in Colombia and Corecard Software DMCC in United Arab Emirates) perform software development and testing in addition to processing operations support.

Our results vary in part depending on the size and number of software licenses recognized as well as the value and number of professional services contracts recognized in a particular period. As we continue to grow our Processing Services business, we continue to gain economies of scale on the investments we have made in the infrastructure, resources, processes and software features developed over the past number of years to support this growing side of our business. We are adding new processing customers at a faster pace than we are adding new license customers, resulting in steady growth in the processing revenue stream. However, we also receive license revenue and are experiencing growth in our professional services revenue due to the addition of Goldman Sachs Group, Inc. as a customer in 2018, referred to as “Customer A” in the Notes to Consolidated Financial Statements. In total, this customer represented 77% and 71% of our consolidated revenues in the first nine months of 2022 and 2021, respectively. We expect future professional services, maintenance, and license revenue from this customer for the remainder of 2022 and future years; however, the amount and timing will be dependent on various factors not in our control such as the number of accounts on file and the level of customization needed by the customer. License revenue from this customer, similar to other license arrangements, is tiered based on the number of active accounts on the system. Once the customer achieves each tier level, they receive a perpetual license up to that number of accounts; inactive accounts do not count toward the license tier. The customer receives an unlimited perpetual license at a maximum tier level that allows them to utilize the software for any number of active accounts. They previously used the software for a single institution. In the first quarter of 2022 they added an additional customer, resulting in additional one-time license fees. Support and maintenance fees are charged based on the tier level achieved and increase at new tier levels.

The infrastructure of our multi customer environment is scalable for the future. A significant portion of our expense is related to personnel, including approximately 1,100 employees located in India, Romania, the United Arab Emirates and Colombia. In October 2020, we opened a new office in Dubai, United Arab Emirates to support CoreCard’s expansion of processing services into new markets in the Asia Pacific, Middle East, Africa and European regions. In October 2021, we opened a new location in Bogotá, Colombia where we are hiring technical personnel to support existing customers and continued growth. Our ability to hire and train employees on our processes and software impacts our ability to onboard new customers and deliver professional services for software customizations. In addition, we have certain corporate office expenses associated with being a public company that impact our operating results.

Our revenue fluctuates from period to period and our results are not necessarily indicative of the results to be expected in future periods. It is difficult to predict the level of consolidated revenue on a quarterly or annual basis for a number of reasons, including the following:

●

Software license revenue in a given period may consist of a relatively small number of contracts and contract values can vary considerably depending on the software product and scope of the license sold. Consequently, even minor delays in delivery under a software contract (which may be out of our control) could have a significant and unpredictable impact on the consolidated revenue that we recognize in a given quarterly or annual period.

●	Customers may decide to postpone or cancel a planned implementation of our software for any number of reasons, which may be unrelated to our software or contract performance, but which may affect the amount, timing and characterization of our deferred and/or recognized revenue.

●	Customers typically require our professional services to modify or enhance their CoreCard software implementation based on their specific business strategy and operational requirements, which vary from customer to customer and period to period.

●	The timing of new processing customer implementations is often dependent on third party approvals or processes which are typically not under our direct control.

We continue to maintain a strong cash position. We intend to use cash balances to support the domestic and international operations associated with our CoreCard business and to expand our operations in the FinTech industry through financing the growth of CoreCard and, if appropriate opportunities become available, through acquisitions of businesses in this industry. In April 2021, the Board authorized $10 million for our share repurchase program, all of which has been utilized. We made share repurchases of approximately $5 million for the nine months ended September 30, 2022, and $9.3 million in share repurchases in the nine month period ended September 30, 2021. In May 2022, the Board authorized an additional $20 million for our share repurchase program. We have approximately $18.6 million of authorized share repurchases remaining at September 30, 2022.

Results of Operations

The following discussion should be read in conjunction with the unaudited Consolidated Financial Statements and the Notes to Consolidated Financial Statements presented in this quarterly report.

Revenue – Total revenue in the three and nine month periods ended September 30, 2022 was $14,450,000 and $53,940,000, respectively, which represents increases of 12 percent and 53 percent compared to the respective periods in 2021.

●

Revenue from services was $14,450,000 and $39,657,000 in the three and nine month periods ended September 30, 2022, respectively, which represents increases of 30 percent and 27 percent compared to the respective periods in 2021. Revenue from transaction processing services, software maintenance and support services, and professional services were greater in the third quarter and first nine months of 2022 as compared to the third quarter and first nine months of 2021 due to an increase in the number of customers and accounts on file and an increase in the number and value of professional services contracts completed during the three and nine months ended September 30, 2022. We expect that processing services will continue to grow as our customer base increases; however, the time required to implement new customer programs could be delayed due to third party integration and approval processes and other factors. It is difficult to predict with accuracy the number and value of professional services contracts that our customers will require in a given period. Customers typically request our professional services to modify or enhance their CoreCard software implementation based on their specific business strategy and operational requirements, which vary from customer to customer and period to period.

●

Revenue from products, which is primarily software license fees, was $0 and $14,283,000 in the three and nine month periods ended September 30, 2022, respectively, compared to $1,783,000 and $4,083,000 in the respective comparable periods of 2021. License revenue decreased in the third quarter of 2022 as compared to the same period in 2021. No new license tiers were achieved in the third quarter of 2022. For the nine month period ended September 30, 2022, the increase results from our largest customer adding a new institution to our platform in the first quarter of 2022, resulting in one-time license fees, as discussed above, and multiple new tiers due to the additional active accounts added from a conversion completed in the first quarter of 2022 and account growth from existing customers.

Cost of Revenue – Total cost of revenue was 58 percent and 44 percent of total revenue in the three and nine month periods ended September 30, 2022, respectively, compared to 47 percent and 46 percent of total revenue in the corresponding periods of 2021. For the three month period ended September 30, 2022, the increase in cost of revenue as a percentage of revenue is primarily driven by lower license revenue and investments made in our processing infrastructure in 2021 and 2022 including hardware and software purchases and additional space in our data centers. For the nine month period ended September 30, 2022, the decrease in cost of revenue as a percentage of revenue is primarily driven by an increase in license revenue, partially offset by investments in our infrastructure. Cost of revenue includes costs to provide annual maintenance and support services to our installed base of licensed customers, costs to provide professional services, and costs to provide our financial transaction processing services. The cost and gross margins on such revenues can vary considerably from period to period depending on the customer mix, customer requirements and project complexity as well as the mix of our U.S. and offshore employees working on the various aspects of services provided. In addition, we continue to devote the resources necessary to support our growing processing business, including direct costs for regulatory compliance, infrastructure, network certifications and customer support. Investments in our infrastructure in 2021 and 2022 are in anticipation of adding customers in future periods. As such, we will not experience economies of scale unless we add additional customers, as anticipated. This may be subject to change in the future if new regulations or processing standards are implemented causing us to incur additional costs to comply.

Operating Expenses – In the three month period ended September 30, 2022, total operating expenses from consolidated operations were higher than in the corresponding period in 2021 primarily due to higher research and development expenses. In the nine month period ended September 30, 2022, total operating expenses from consolidated operations were higher than in the corresponding period in 2021 primarily due to higher research and development expenses and higher general and administrative expenses. Research and development expenses were 33 percent and 25 percent higher in three and nine month periods in 2022, respectively, as compared to the same periods in 2021. In the three month period ended September 30, 2022, research and development expenses were higher mainly due to additional offshore technical personnel. In the nine month period ended September 30, 2022, research and development expenses were higher mainly due to hiring of additional offshore technical personnel and higher bonus accruals. Additionally, we hired onshore and offshore technical personnel to work on the development of an updated platform. General and administrative expenses were 4 percent and 27 percent higher in the three and nine month periods ended September 30, 2022. The increase for the nine month period primarily relates to higher bonus accruals in 2022. Marketing expenses decreased 18 percent and increased 29 percent for the three and nine month periods in 2022, respectively. Our client base continues to increase with minimal marketing efforts as we continue to have prospects contact us via online searches; however, we will continue to re-evaluate our marketing expenditures as needed to competitively position the Processing Services business.

Investment Income (Loss) – In the three and nine months ended September 30, 2022, we recorded $39,000 and $196,000 of investment income, respectively, compared to investment income of $53,000 and a loss of $215,000 for the three and nine months ended September 30, 2021, respectively, related to our equity method investments discussed further in Note 4.

Other Income (Loss) – In the three and nine months ended September 30, 2022, we recorded income of $60,000 and $126,000, respectively, compared to income of $74,000 and $230,000 for the comparable 2021 periods.

Income Taxes – Our effective tax rates for the three and nine months ended September 30, 2022 were 24.6 percent and 25.3 percent compared to effective tax rates of 26.3 percent and 26.2 percent for the respective periods in 2021.

Liquidity and Capital Resources

Our cash balance at September 30, 2022 was $27,068,000 compared to $29,244,000 at December 31, 2021. During the nine months ended September 30, 2022, cash provided by operations was $10,845,000 compared to cash used for operations of $3,157,000 for the nine months ended September 30, 2021. The increase is primarily due to a lower accounts receivable balance, higher depreciation and amortization and a decrease in cash held for program management funding, partially offset by higher income taxes receivable and lower deferred revenue.

During the second quarter of 2021, we invested $1,000,000 in a privately held supply chain financing company which is described in more detail in Note 4 to the Consolidated Financial Statements. In the third quarter of 2022, we invested $988,000 in publicly traded multi sector corporate debt securities which is described in more detail in Note 4 to the Consolidated Financial Statements.

We used $7,532,000 of cash to acquire computer equipment primarily for continued investments in our existing processing environment in the U.S., a new data center in India for international operations and technical resources added in our India office.

We expect to have sufficient liquidity from cash on hand as well as projected customer payments to support our operations and capital equipment purchases in the foreseeable future. Currently we expect to use cash in excess of what is required for our current operations for share repurchases and opportunities we believe will expand our FinTech business, as exemplified in transactions described in Notes 3 and 4, although there can be no assurance that appropriate opportunities will arise. In April 2021, the Board authorized $10 million for our share repurchase program, all of which has been utilized. In May 2022, the Board authorized an additional $20 million for share repurchases. We made share repurchases of approximately $5 million for the nine months ended September 30, 2022, and $9.3 million of share repurchases in the nine month period ended September 30, 2021. We have approximately $18.6 million of authorized share repurchases remaining at September 30, 2022.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements that are reasonably likely to have a current or future material effect on our financial condition, liquidity or results of operations.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations is based upon our Consolidated Financial Statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses. We consider certain accounting policies related to revenue recognition and valuation of investments to be critical policies due to the estimation processes involved in each. Management discusses its estimates and judgments with the Audit Committee of the Board of Directors. For a detailed description on the application of these and other accounting policies, see Note 1 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Reference is also made to the discussion of the application of these critical accounting policies and estimates contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for 2021. During the nine month period ended September 30, 2022, there were no significant or material changes in the application of critical accounting policies.

Factors That May Affect Future Operations

Future operations are subject to risks and uncertainties that may negatively impact our future results of operations or projected cash requirements. It is difficult to predict future quarterly and annual results with certainty.

Among the numerous factors that may affect our consolidated results of operations or financial condition are the following:

●

Our largest customer represented 77% of our consolidated revenues for the nine months ended September 30, 2022. In the event of material failures to meet contract obligations related to the services provided, there is risk of breach of contract and loss of the customer and related future revenues. Additionally, loss of the customer and related future revenues or a reduction in revenues could result if they or their customers choose an alternative service provider, build an in-house solution, or decide to exit the business or service line that falls under the services that we provide for them.

●	Weakness or instability in the global financial markets could have a negative impact due to potential customers (most of whom perform some type of financial services) delaying decisions to purchase software or initiate processing services.

●	Increased federal and state regulations and reluctance by financial institutions to act as sponsor banks for prospective customers could result in losses and additional cash requirements.

●	Delays in software development projects could cause our customers to postpone implementations or delay payments, which would increase our costs and reduce our revenue and cash.

●	We could fail to deliver software products which meet the business and technology requirements of our target markets within a reasonable time frame and at a price point that supports a profitable, sustainable business model.

●

Our processing business is impacted, directly or indirectly, by more regulations than our licensed software business. If we fail to provide services that comply with (or allow our customers to comply with) applicable regulations or processing standards, we could be subject to financial or other penalties that could negatively impact our business.

●	A security breach in our platform could expose confidential information of our customers’ account holders, hackers could seize our digital infrastructure and hold it for ransom or other cyber risk events could occur and create material losses in excess of our insurance coverage.

●	Software errors or poor quality control may delay product releases, increase our costs, result in non-acceptance of our software by customers or delay revenue recognition.

●	We could fail to expand our base of customers as quickly as anticipated, resulting in lower revenue and profits and increased cash needs.

●

We could fail to retain key software developers and managers who have accumulated years of know-how in our target markets and company products or fail to attract and train a sufficient number of new software developers and testers to support our product development plans and customer requirements at projected cost levels.

●

Increasing and changing government regulations in the United States and foreign countries related to such issues as data privacy, financial and credit transactions could require changes to our products and services which could increase our costs and could affect our existing customer relationships or prevent us from getting new customers.

●	Delays in anticipated customer payments for any reason would increase our cash requirements and could adversely impact our profits.

●	Competitive pressures (including pricing, changes in customer requirements and preferences, and competitor product offerings) may cause prospective customers to choose an alternative product solution, resulting in lower revenue and profits (or losses).

●	Our future capital needs are uncertain and depend on a number of factors; additional capital may not be available on acceptable terms, if at all.

●

Volatility in the markets, including as a result of political instability, civil unrest, war or terrorism, or pandemics or other natural disasters, such as the recent outbreak of coronavirus, could adversely affect future results of operations and could negatively impact the valuation of our investments.

●	Other general economic and political conditions could cause customers to delay or cancel purchases.

Item 4. Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective. There were no significant changes in the company’s internal control over financial reporting or in other factors identified in connection with this evaluation that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

Part II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Repurchases of Securities

In April 2021, the Board authorized $10 million for our share repurchase program, of which all has been utilized. In May 2022, the Board authorized an additional $20 million for our share repurchase program. Under this program, we are authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The repurchase program does not have an expiration date and may be suspended or discontinued at any time. We have approximately $18.6 million of authorized share repurchases remaining at September 30, 2022.

The following table sets forth information regarding our purchases of shares of our common stock during the three months ended September 30, 2022:

	Total Number of Shares Purchased		Average Price Paid per Share¹		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
July 1, 2022 to July 31, 2022		−	$	−		−	$	19,994,000
August 1, 2022 to August 31, 2022		29,519		24.92		29,519		19,258,000
September 1, 2022 to September 30, 2022		26,924		23.31		26,924		18,631,000
Total		56,443	$	24.15		56,443	$	18,631,000

¹ This price includes per share commissions paid.

Item 6. Exhibits

The following exhibits are filed or furnished with this report:

3.1	Restated Articles of Incorporation of the Registrant dated August 3, 2022. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q for the period ended June 30, 2022.)
3.2	Amended and Restated Bylaws of the Registrant dated March 2, 2021. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 10-K for the period ended December 31, 2020.)
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**	Inline XBRL Instance
101.SCH**	Inline XBRL Taxonomy Extension Schema
101.CAL**	Inline XBRL Taxonomy Extension Calculation
101.DEF**	Inline XBRL Taxonomy Extension Definitions
101.LAB**	Inline XBRL Taxonomy Extension Labels
101.PRE**	Inline XBRL Taxonomy Extension Presentation
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CORECARD CORPORATION Registrant

Date: November 2, 2022	By:	/s/ J. Leland Strange
		J. Leland Strange
		Chief Executive Officer, President

Date: November 2, 2022	By:	/s/ Matthew A. White
		Matthew A. White
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Descriptions
3.1		Restated Articles of Incorporation of the Registrant dated August 3, 2022.
3.2		Amended and Restated Bylaws of the Registrant dated March 2, 2021. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 10-K for the period ended December 31, 2020.)
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer and Chief Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**		Inline XBRL Instance
101.SCH**		Inline XBRL Taxonomy Extension Schema
101.CAL**		Inline XBRL Taxonomy Extension Calculations
101.DEF**		Inline XBRL Taxonomy Extension Definitions
101.LAB**		Inline XBRL Taxonomy Extension Labels
101.PRE**		Inline XBRL Taxonomy Extension Presentation
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)