Park City Group, Inc. (the “Company”) is committed to the fair disclosure of information about the Company consistent with the Securities and Exchange Commission’s Regulation FD. Our Fair Disclosure Policy (i) prohibits the selective disclosure of material, non-public information about the Company, (ii) sets forth certain procedures that will help prevent such selective disclosure, and (iii) provides for the broad, public distribution of material information regarding the Company.
It is the Company’s policy to maintain an active and open public dialogue with stockholders, institutional investors, analysts and securities market professionals that provides full, fair, accurate, timely and understandable public disclosure of the Company’s historical performance and future prospects in accordance with the rules and regulations established by the SEC. The Company further believes that we can best create stockholder value by publicly articulating our strategies, business strengths, risks, and growth opportunities. It is our intention to disseminate information about the Company through methods reasonably designed to provide broad, non-exclusionary distribution of the information to the public, which may include press releases, conference calls, webcasts and the filing of periodic and other reports with the SEC.
It is the Company’s policy to comply with all SEC periodic reporting and disclosure requirements, including Regulation FD. It has been, and continues to be, our practice to disclose material information about the Company publicly and timely, not selectively. The Company’s directors, officers and employees are prohibited from disclosing material non-public information about the Company except in compliance with SEC rules and regulations, including Regulation FD. If any employee determines that material non-public information has been disclosed other than in compliance with such rules and regulations, that employee should contact the Company’s Chief Financial Officer immediately. The Company’s Chief Financial Officer will determine the appropriate action necessary under the circumstances, which may include public disclosure in compliance with SEC rules and regulations.
The Company has established the following guidelines to help ensure compliance with Regulation FD and avoid selective disclosure of material non-public information.
- Disclosure Policy
- The Company will communicate its approach to compliance with Regulation FD by posting its policy on its website. Any changes in the policy also will be posted on the website.
Authorized Representatives of the Company
- Only the Company’s Chairman, President and CEO or CFO may communicate on behalf of the Company to analysts, securities market professionals, institutional investors, and major stockholders of the Company (referred to herein as “Regulation FD Persons”).
- Other Company directors, officers or employees may communicate with Regulation FD Persons as part of the Company’s investor relations program after consultation with the Company’s Chief Financial Officer. In such instances, the Chairman, President and CEO or CFO must also be present. No employee is authorized to communicate business or financial information about the Company to Regulation FD Persons that is material non-public information. Exceptions may be made after consultation with the Company’s Chief Financial Officer and receipt of appropriate undertakings from the Regulation FD Person to keep any material non-public information confidential.
- Employees other than the authorized representatives identified above in Paragraph a. should refer all questions regarding the Company’s financial results or future financial performance to the Chief Financial Officer.
- The Chief Financial Officer will maintain documentation of information provided to Regulation FD Persons.
Quarterly Earnings Release Conference Calls and Updates
- The Company will hold quarterly investor conference calls and/or webcasts open to the public and media (in listen-only mode) and provide advance public notice about the call through a media release through Business Wire or other appropriate media outlet and posting on the Company website. For quarterly conference calls, notice will be posted on our website approximately one week prior to the scheduled date of the conference call. Before the conference call, the Company will publicly disseminate our quarterly or annual earnings press release and furnish the press release to the SEC on a Form 8-K, as appropriate.
- A playback of the quarterly investor conference call/webcast will be provided for approximately one week after the conference call either through the Company website or other method (which will be announced on the website).
- As we deem advisable from time to time, the Company will hold topical investor conference calls open to the public and media and provide advance public notice about the call through a media release through Business Wire or other appropriate media outlet and posting on the Company website.
- Any Company guidance to Regulation FD Persons relating to the Company’s financial goals will be provided through public disclosure, such as annual and quarterly reports, media releases or conference calls open to the public. The Company will not comment on individual earnings estimates or street “consensus.” Following any investor conference call or other public comment by the Company, the Company will not provide new material information or elaborate in a material way beyond what was covered previously.
Analyst Models and Reports
- The Company may choose to provide public earnings guidance. As noted above, however, any guidance to Regulation FD Persons will be provided through public disclosure, such as annual and quarterly reports, media releases or conference calls open to the public. The Company will not provide Regulation FD Persons with non-public earnings guidance under any circumstances. The Company may choose to review analyst reports and earnings models; however, analyst reports and earnings models will only be reviewed to correct errors that can be corrected by referring to publicly available, historical, factual information or to correct any mathematical errors. No other analyst feedback or guidance on earnings models will be communicated to an analyst. A written record will be kept by the Chief Financial Officer of any comments provided on an analyst’s model or report.
- Quiet Period
- The Company will observe a “quiet period,” during which we will not comment on any matters relating to the financial outlook for the Company. This quiet period will normally be for the last two weeks of each fiscal quarter and continue until earnings results are publicly released for that quarter.
Meetings and Presentations
- The Company will continue to use the safe harbor guidelines for forward-looking information as part of individual, group, and conference investor communications formats.
- The Company may participate in securities firm-sponsored and other investor conferences. It will be our practice to issue media releases in conjunction with major presentations scheduled throughout the year and post those presentations on our web site. If any inadvertent disclosures at these conferences of material, non-public information occur, appropriate public disclosure will be made promptly.
- Authorized representatives of the Company will continue to meet in one-on-one and group settings with individual investors, groups of investors, potential investors and analysts. Similarly, the Company will continue to participate in other public forums at which analysts or investors could be present, including industry seminars, trade shows, employee, retiree and annual stockholder meetings, and meetings with commercial partners that are stockholders. The Company does not intend to disclose any material, non-public information during these meetings. If the authorized representative determines that material, non-public information has been disclosed, appropriate public disclosure will be made promptly.