UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

 


 

FORM 10-Q

 


 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: MarchDecember 31, 2021

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________________ to ____________________.

 

Commission file number: 000-50053

logo_1.jpg

AMERITYRE CORPORATION

(Exact name of small business issuer as specified in its charter)

 

NEVADA

87-0535207

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

1501 INDUSTRIAL ROAD, BOULDER CITY, NEVADA

89005

(Address of principal executive offices)

(Zip Code)

 

(702) 293-1930

(Issuer’s telephone number)

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

 

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 (§232.405 of this chapter) 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 large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition 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 ☒

 

The number of shares outstanding of Registrant’s Common Stock as of May 14, 2021: 71,422,868  February 9, 2022: 74,667,868

 

 

 

 

TABLE OF CONTENTS

 

Page

PART I

Item 1.

Financial Statements

3

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

11

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

17

Item 4.

Controls and Procedures

17

PART II

Item 1.

Legal Proceedings

18

Item 1A.

Risk Factors

18

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

18

Item 3.

Defaults Upon Senior Securities

18

Item 4.

Mine Safety Disclosures

18

Item 5.

Other Information

18

Item 6.

Exhibits

19

SIGNATURES

20

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS

AMERITYRE CORPORATION

Balance Sheets

 

 

March 31,

2021

  

June 30,

2020

  

December 31,

2021

  

June 30,

2021

 
 

(Unaudited)

      

(Unaudited)

     

ASSETS

                

CURRENT ASSETS

                

Cash

 $708,796  $666,756  $542,857  $516,192 

Accounts receivable

  343,674   292,642   292,161   728,315 

Inventory - net

  543,176   493,892 

Current inventory - net

  905,562   659,333 

Prepaid and other current assets

  222,997   86,467   149,144   94,483 

Total Current Assets

  1,818,643   1,539,757   1,889,724   1,998,323 
                

RIGHT TO USE LEASE ASSETS, OPERATING, NET

  583,852   692,007   466,104   544,070 
                

PROPERTY AND EQUIPMENT

                

Molds and models

  583,611   583,611   583,611   583,611 

Equipment

  2,927,269   3,037,474   3,094,067   2,910,018 

Furniture and fixtures

  73,423   73,423   73,423   73,423 

Software

  233,528   247,610   233,528   233,528 

Less - accumulated depreciation

  (3,717,899

)

  (3,816,004

)

  (3,719,968

)

  (3,690,515

)

Property and Equipment - net

  99,932   126,114   264,661   110,065 
                

OTHER ASSETS

                

Patents and trademarks - net

  80,107   92,905   66,221   75,977 

Non-current inventory

  222,999   300,778   185,672   163,289 

Deposits

  11,000   11,000   11,000   11,000 

Total Other Assets

  314,106   404,683   262,893   250,266 

TOTAL ASSETS

 $2,816,533  $2,762,561  $2,883,382  $2,902,724 
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

                
        

CURRENT LIABILITIES

                

Accounts payable and accrued expenses

 $641,646  $691,962  $681,427  $767,193 

Current portion of long-term debt

  2,000   59,440   2,000   2,000 

Current portion of lease liability

  147,150   145,800   148,500   147,600 

Deferred revenue

  9,049   12,192   20,124   25,892 

Total Current Liabilities

  799,845   909,394   852,051   942,685 
                

Long-term debt

  61,531   153,996   60,878   61,326 

Long-term lease liability

  337,500   448,200   225,900   300,600 

TOTAL LIABILITIES

  1,198,876   1,511,590   1,138,829   1,304,611 
                

COMMITMENTS AND CONTINGENCIES

        
        

STOCKHOLDERS’ EQUITY

                

Common Stock: 100,000,000 shares authorized of $0.001 par value, 71,422,868 and 70,172,868 shares issued and outstanding, respectively

  71,423   70,173 

Common Stock: 100,000,000 shares authorized of $0.001 par value, 73,047,868 and 74,667,868 shares issued and outstanding, respectively

  74,668   73,048 

Additional paid-in capital

  62,742,033   62,719,473   62,866,097   62,805,404 

Stock payable

  31,590   0 

Accumulated deficit

  (61,227,389

)

  (61,538,675

)

  (61,196,212

)

  (61,280,339

)

Total Stockholders’ Equity

  1,617,657   1,250,971   1,744,553   1,598,113 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 $2,816,533  $2,762,561  $2,883,382  $2,902,724 

 

The accompanying notes are an integral part of these financial statements.

 

 

AMERITYRE CORPORATION

Statements of Operations

(Unaudited)

 

 

For the Three Months Ended

March 31,

  

For the Nine Months Ended

March 31,

  

For the Three Months Ended

December 31,

  

For the Six Months Ended

December 31,

 
 

2021

  

2020

  

2021

  

2020

  

2021

  

2020

  

2021

  

2020

 
                                

NET SALES

 $1,240,997  $1,121,805  $3,497,273  $3,168,542  $1,453,499  $1,204,990  $2,849,113  $2,256,276 
                                

COST OF GOODS SOLD

  883,946   768,943   2,495,055   2,228,300 

COST OF SALES

  1,123,434   903,543   2,134,276   1,611,109 
                                

GROSS PROFIT

  357,051   352,862   1,002,218   940,242   330,065   301,447   714,837   645,167 
                                

EXPENSES

                                

Research and development

  26,192   26,614   77,170   88,527   24,399   30,507   45,966   50,978 

Sales and marketing

  59,068   52,652   169,970   147,432   74,048   51,102   142,421   110,902 

General and administrative

  191,589   173,297   588,089   539,663   213,392   186,014   446,240   396,500 
                                

Total Expenses

  276,849   252,563   835,229   775,622   311,839   267,623   634,627   558,380 
                                

INCOME FROM OPERATIONS

  80,202   100,299   166,989   164,620   18,226   33,824   80,210   86,787 
                                

OTHER INCOME/(EXPENSE)

                

Interest expense

  0   (785

)

  0   (1,223

)

OTHER INCOME (EXPENSE)

                

Interest income

  449   286   1,290   579   294   423   660   841 

Gain on debt extinguishment

  0   0   149,570   0   -   149,570   -   149,570 

Loss on asset disposal/impairment

  0   0   (20,078

)

  0 

Other income (expense)

  0   496   13,515   3,618 

Total Other Income/(Expense), net

  449   (3

)

  144,297   2,974 

Loss on asset disposal

  -   (17,225

)

  -   (20,078)

Other income

  507   10,260   3,257   13,515 

Total Other Income, net

  801   143,028   3,917   143,848 
                                

NET INCOME

  80,651   100,296   311,286   167,594  $19,027  $176,852  $84,127  $230,635 
                

Preferred Stock Dividend

  0   (25,000

)

  0   (75,000

)

                

NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS

 $80,651  $75,296  $311,286  $92,594 
                                

BASIC AND DILUTED INCOME PER SHARE

 $0.00  $0.00  $0.00  $0.00  $0.00  $0.00  $0.00  $0.00 
                                

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

  71,422,868   48,260,422   70,715,751   48,301,467   73,452,868   70,566,890   73,250,368   70,369,879 

 

The accompanying notes are an integral part of these financial statements.

 

 

AMERITYRE CORPORATION

Statements of Stockholders Equity

(Unaudited)

 

 

Preferred Stock

  

Common Stock

  

Additional

Paid in

  

Stock

  

Accumulated

  

Common Stock

  

Additional

Paid in

  

Stock

  

Accumulated

     
 

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Payable

  

Deficit

  

Shares

  

Amount

  

Capital

  

Payable

  

Deficit

  

Total

 

Balance, June 30, 2019

  2,000,000  $2,000   47,727,867  $47,728  $62,695,035  $583  $(61,497,908

)

Preferred stock dividends

  -   -   -   -   -   -   (25,000

)

Stock based compensation expense for employee and Board of Director service

  -   -   -   -   -   10,119   - 

Net income for the quarter

  -   -   -   -   -   -   28,903 

Balance, September 30, 2019

  2,000,000   2,000   47,727,867   47,728   62,695,035   10,702   (61,494,005

)

Preferred stock dividends

  -   -   -   -   -   -   (25,000

)

Stock based compensation expense for employee and Board of Director service

  -   -   1,195,001   1,195   19,042   (10,702

)

  - 

Net income for the quarter

  -   -   -   -   -   -   38,395 

Balance, December 31, 2019

  2,000,000   2,000   48,922,868   48,923   62,714,077   -   (61,480,610

)

Preferred stock dividends

  -   -   -   -   -   -   (25,000

)

Stock based compensation expense for employee and Board of Director service

  -   -   -   -   -   12,323   - 

Net income for the quarter

  -   -   -   -   -   -   100,296 

Balance, March 31, 2020

  2,000,000   2,000   48,922,868   46,923   62,714,077   12,323   (61,405,314

)

Preferred stock dividends

  -   -   -   -   -   -   (8,300

)

Preferred stock conversion to common stock

  (2,000,000

)

  (2,000

)

  20,000,000   20,000   (18,000

)

  -   - 

Stock based compensation expense for employee and Board of Director service

  -   -   1,250,000   1,250   23,396   (12,323

)

  - 

Net loss for the quarter

  -   -   -   -   -   -   (125,061

)

Balance, June 30, 2020

  -   -   70,172,868   70,173   62,719,473   -   (61,538,675

)

  70,172,868  $70,173  $62,719,473  $-  $(61,538,675

)

 $1,250,971 

Stock based compensation expense for employee and Board of Director service

  -   -   -   -   -   12,323   - 

Stock option based compensation expense – options

  -   -   -   12,323   -   12,323 

Net income for the quarter

  -   -   -   -   -   -   53,783   -   -   -   -   53,783   53,783 

Balance, September 30, 2020

  -   -   70,172,868   70,173   62,719,473   12,323   (61,484,892

)

  70,172,868   70,173   62,719,473   12,323   (61,484,892

)

  1,317,077 

Stock option based compensation expense – options

  -   -   -   (12,323

)

  -   (12,323

)

Stock based compensation expense for employee and Board of Director service

  -   -   1,250,000   1,250   22,560   (12,323

)

  -   1,250,000   1,250   22,560   -   -   23,810 

Net income for the quarter

  -   -   -   -   -   -   176,852   -   -   -   -   176,852   176,852 

Balance, December 31, 2020

  -   -   71,422,868   71,423   62,742,033   -   (61,308,040

)

  71,422,868   71,423   62,742,033   -   (61,308,040

)

  1,505,416 

Stock option based compensation expense – options

  -   -   -   31,590   -   31,590 

Net income for the quarter

  -   -   -   -   80,651   80,651 

Balance, March 31, 2021

  71,422,868   71,423   62,742,033   31,590   (61,227,389

)

  1,617,657 

Stock option based compensation expense – options

  -   -   -   33,406   -   33,406 

Stock based compensation expense for employee and Board of Director service

  1,625,000   1,625   63,371   (64,996

)

  -   - 

Net loss for the quarter

  -   -   -   -   (52,950

)

  (52,950

)

Balance, June 30, 2021

  73,047,868   73,048   62,805,404   -   (61,280,339

)

  1,598,113 

Stock based compensation expense for employee and Board of Director service

  -   -   -   -   -   31,590   -   -   -   -   33,156   -   33,156 

Net income for the quarter

  -   -   -   -   -   -   80,651   -   -   -   -   65,100   65,100 

Balance, March 31, 2021

  -  $-   71,422,868  $71,423  $62,742,033  $31,590  $(61,227,389

)

Balance, September 30, 2021

  73,047,868  $73,048  $62,805,404  $33,156  $(61,215,239

)

 $1,696,369 

Stock based compensation expense for employee and Board of Director service

  1,620,000   1,620   60,693   (33,156)  -   29,157 

Net income for the quarter

  -   -   -   -   19,027   19,027 

Balance, December 31, 2021

  74,667,868  $74,668  $62,866,097  $-  $(61,196,212

)

 $1,744,553 

 

The accompanying notes are an integral part of these financial statements.

 

 

AMERITYRE CORPORATION

Statements of Cash Flows

(Unaudited)

 

  

For the Nine Months Ended

March 31,

 
  

2021

  

2020

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net income

 $311,286  $167,594 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

        

Depreciation and amortization expense

  159,436   181,390 

Stock based compensation

  55,400   31,977 

Gain on debt extinguishment

  (149,570

)

  0 

Loss on asset disposal/impairment

  20,078   0 

Changes in operating assets and liabilities:

        

Accounts receivable

  (51,032

)

  (115,074

)

Inventory and inventory reserve

  (143,131

)

  (122,015

)

Prepaid and other current assets

  11,271   (36,841

)

Accounts payable and accrued expenses

  (48,085

)

  (61,124

)

Deferred revenue

  (3,143

)

  (13,133

)

Lease liability payable, operating lease

  (109,350

)

  (105,750

)

Net Cash Provided By (Used In) Operating Activities

  53,160   (72,976

)

CASH FLOWS USED IN INVESTING ACTIVITIES

        

Purchase of property and equipment

  0   (37,276

)

Cash paid for leasehold improvements

  (10,785

)

  0 

Net Cash Used In Investing Activities

  (10,785

)

  (37,276

)

CASH FLOWS USED IN FINANCING ACTIVITIES

        

Payments on notes payable

  (335

)

  (25,121

)

         

NET INCREASE IN CASH

  42,040   (135,373

)

         

CASH AT BEGINNING OF PERIOD

  666,756   557,026 

CASH AT END OF PERIOD

 $708,796  $421,653 

SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES

        
 

For the Six Months Ended

December 31,

 
 

2021

  

2020

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net income

 $84,127  $230,635 

Adjustments to reconcile net income to net cash provided (used) by operating activities:

        

Depreciation and amortization expense

  119,925   108,161 

Stock based compensation

  62,313   23,810 

Gain on debt extinguishment

  -   (149,570

)

Loss on asset disposal

  -   20,078 

Changes in operating assets and liabilities:

        

Accounts receivable

  436,154   10,060 

Prepaid and other current assets

  (90,988)  21,195 

Inventory and any change in inventory reserve

  (268,612

)

  (42,890

)

Accounts payable and accrued expenses

  (85,766

)

  (166,270

)

Deferred revenue

  (5,768

)

  (11,351

)

Lease liability payable, operating lease

  (73,800

)

  (72,900

)

Net Cash Provided (Used) by Operating Activities

  177,585   (29,042

)

        

CASH FLOWS FROM INVESTING ACTIVITIES

        

Purchase of property and equipment

  (147,722

)

  - 

Cash paid for leasehold improvements of an operating lease

  (2,750

)

  (10,785

)

Net Cash Used by Investing Activities

  (150,472

)

  (10,785

)

        

CASH FLOWS FROM FINANCING ACTIVITIES

        

Payments on notes payable

  (448

)

  (315

)

Net Cash Used by Financing Activities

  (448

)

  (315

)

        

NET INCREASE (DECREASE) IN CASH

  26,665   (40,142

)

CASH AT BEGINNING OF PERIOD

  516,192   666,756 

CASH AT END OF PERIOD

 $542,857  $626,614 
 

NON-CASH FINANCE ACTIVITIES

 

        

 

Interest paid

 $0  $1,223 

 

$

-

 

$

776

 

Income taxes paid

 $0  $0 

 

$

-

 

$

-

 

        

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

        

SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES

 

        

 

Write off of fully depreciated and disposed fixed assets

 $124,287  $0  

$

-

 

$

124,287

 

Use of store inventory, capitalized as fixed asset

 $6,600  $0 

 

$

36,327

 

$

6,600

 

Accrued preferred stock dividends

 $0  $75,000 

Issuance of common stock previously accrued for

 $0  $583 

 

The accompanying notes are an integral part of these financial statements.

 

 

AMERITYRE CORPORATION

Notes to the Unaudited Financial Statements

MarchDecember 31, 2021

 

NOTE 1 BASIS OF FINANCIAL STATEMENT PRESENTATION

 

The accompanying unaudited condensed financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. We believe the disclosures and information presented are adequate to make the information not misleading. These interim condensed financial statements should be read in conjunction with our most recent audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 20202021 (the “2020“2021 Annual Report”). Operating results for the fiscal quarter ended MarchDecember 31, 2021 are not necessarily indicative of the results that may be expected for the current fiscal year ending June 30, 2021.2022.

 

COVID-19 Update

 

TheDespite our revenue gains the past 2 quarters, the COVID-19 crisis did not have a material impact onpandemic affected the Company’s salesoverall financial results for the third quarter of fiscal year 2021, as evidenced by our higher than expected net sales revenues of $1.2 million. This represents a 13% increase in net revenues compared to the year earlier period. However, the market for chemical raw materials continues to be plagued by limited material availability due to COVID related manufacturing capacity reductions. Freezing January temperatures in Texas resulted in the shutdown of all polyol manufacturing for several weeks, further impacting raw material availability.three and six months ended December 31, 2021. We continue to be on allocation with respect toexperience supply chain delays and increased costs from our raw material supply,suppliers, many which has impaired our abilityare being attributed to fill ordersCOVID-19 effects in a timely manner, and this is expected to continue until FY 2020 Q2 at a minimum. Reduced productivity at our ports due to new COVID work practicesthe marketplace. This has resulted in delays in receiving imported materials.downward pressure on our Gross Profit margins. We continue to see strong demand for our products from our customers, and we continue to be diligent in attempting to minimizeminimizing COVID-19 exposure risk in our facility, which has enabled usfacility. We have implemented price increases on our tire products where possible to avoid widescale COVID exposure events at our facility.

It is expected thatreduce the economy will continue to move towards a full opening of all businesses in the coming months as more individuals receive the vaccine and states ease restrictions on business operations. If this trend continues, this should continue to provide a strong tailwind for demand of our products. However, vaccine hesitancy, a new wave of COVID-19 cases, and/or the emergence of a vaccine-resistant strain of the virus could delay reopening or cause another shutdown in certain regions or the U.S. as a whole. Further, we have also seen increases in the cost of our materials as well as the overall cost of conducting business, which will continue to pressure gross margins. In response to this we have evaluated thenegative impact of these cost factors and will be implementing price increases where required in the upcoming months.increasing costs.

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Significant accounting policies disclosed herein have not changed since our audited financial statements and notes thereto included in our June 30, 20202021 Annual Report on Form 10-K, except as noted below.

 

Revenue Recognition

 

The majority of our revenue is derived from short-term sales contracts. We account for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”.

 

Revenue for our products is recognized at the time in which our performance obligation is satisfied which we have defined as “control” of the product by the customer. “Control” is defined as a customer having “rights/obligations of physical control over the product or has the rights and intention to control the product.” Based on the terms of our contracts, a customer’s “control” is based on analysis of the following;following: (i) when a customer arranges shipment of product themselves, and once the product has left our dock, Amerityre Corporation (the “Company” or “Amerityre”), recognizes revenue for the product. In effect by arranging their own freight, the customer is “taking control” of the product when it leaves our warehouse; or (ii) when a customer does not arrange shipment of product themselves, we cannot recognize revenue until it is delivered and the customer takes “control” of the product. This establishes a “deferred revenue” event until such time as delivery of the product has been completed and we have proof from the shipper of the delivery (and change in control).

 

Deferred revenue was $9,049,$20,124, inclusive of $1,494$2,294 of shipping and handling revenue (see below), as of MarchDecember 31, 2021. ThereDeferred revenue was deferred revenue of $6,275,$841, inclusive of $945$122 of shoppingshipping and handling revenue (see below), as of MarchDecember 31, 2020.

 

AMERITYRE CORPORATION

Notes to the Unaudited Financial Statements

March 31, 2021

Shipping and Handling

 

Shipping and Handling Fees require that freight costs charged to customers be classified as revenues. Freight expenses are included in costs of sales and are recognized as incurred. Due to our adoption of ASC 606 as discussed above, we defer the revenues of shipping and handling until the related revenue is also recognized.

 

The result of this accounting is a deferral of $1,494$2,294 as of MarchDecember 31, 2021 and $945$122 as of MarchDecember 31, 2020.

 

AMERITYRE CORPORATION

Notes to the Unaudited Financial Statements

December 31, 2021

Basic and Fully Diluted Net Income (Loss) Per Share

 

Basic and Fully Diluted net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period.

 

Our outstanding stock options and warrants and shares issuable upon conversion of outstanding convertible notes have been excluded from the basic and fully diluted net loss per share calculation. We excluded 1,030,0000 and 2,870,0001,030,000 common stock equivalents for the periods ended MarchDecember 31, 2021 and 2020, respectively, because they are anti-dilutive. All options expired as of December 31, 2021.

 

Recent Accounting Pronouncements

 

RecentOther recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC, did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.

 

NOTE 3 INVENTORY

 

Inventory is stated at the lower of cost (computed on a first-in, first-out basis) or net realizable value. The inventory consists primarily of chemicals, finished goods produced in our plant and products purchased for resale.

 

 

March 31, 2021

  

June 30, 2020

  

December 31, 2021

  

June 30, 2021

 
 

(Unaudited)

      

(Unaudited)

     

Raw Materials

 $328,399  $263,573  $460,164  $416,709 

Finished Goods

  553,163   618,104   743,747   525,565 

Inventory reserve

  (115,387

)

  (87,006

)

  (112,677

)

  (119,652

)

Inventory – net (Current and long term)

 $766,175   794,671  $1,091,234   822,622 

 

Our inventory reserve reflects items that were deemed to be defective or obsolete based on an analysis of all inventories on hand.

 

The Company critically reviews all slow-moving inventory to determine if it is defective or obsolete. If not defective or obsolete we presented these items as non-current inventory, although all inventory is ready and available for sale at any moment.  immediate sale. Finished good inventory levels were higher on December 31, 2021 due to the timing of the shipment of a large customer order. This order was expected to ship in mid-December but was delayed until early January 2022. We continue to maintain higher than normal raw material inventories as we execute our strategy of strategic raw material purchases when they are available.

 

NOTE 4 RIGHT TO USE LEASE ASSETS

 

Based on our lease accounting policy, we have identified the following operating leases. As of MarchDecember 31, 2021, we have no financing leases:

 

 

March 31, 2021

  

June 30, 2020

  

December 31, 2021

  

June 30, 2021

 
 

(Unaudited)

      

(Unaudited)

     

Facility lease

 $484,650  $594,000  $374,400  $448,200 

Leasehold improvements related to our facility

  286,854   280,376   289,604   286,854 

Accumulated amortization – leasehold improvements

  (187,652

)

  (182,369

)

  (197,900

)

  (190,984

)

Right to use leased assets, operating, net

 $583,852  $692,007  $466,104  $544,070 

 

In March 2019 we negotiated a five-yearfive-year extension of the lease for our executive office and manufacturing facility located at 1501 Industrial Road, Boulder City, Nevada. The property consists of a 49,200 square foot building. We currently occupy all 49,200 square feet, inclusive of approximately 5,500 square feet of office space, situated on approximately 4.15 acres. Our remaining liability under this agreement is $484,650,$374,400, payable at amounts ranging from $11,750$12,450 to $12,600 a month until June 30, 2024.

 

 

AMERITYRE CORPORATION

Notes to the Unaudited Financial Statements

MarchDecember 31, 2021

 

NOTE 5DEBT

 

A former board member, Silas O. Kines, was the principal owner of Forklift Tire of Florida and K-2 Industrial Tire, Inc. In accordance with the Commission Agreement with Forklift Tire of Florida, dated February 2, 2011, between Amerityre Corporation and K-2 Industrial Tire, Inc., K-2 is due a five percent (5%) commission on all forklift tire sales. In exchange for the forklift models transferred to Amerityre under that agreement, the first $96,000 in commission payments will be used to extinguish the long-term liability recorded on the transaction. As of MarchDecember 31, 2021, $2,000 and $61,532$60,878 (June 30, 2020,2021, $2,000 and $61,867)$61,326) were recorded for the current and long-term portion, respectively, of the related liability.

 

In April 2020, the Company secured a loan from the Small Business Administration Paycheck Protection Program. The loan amount was $149,570 and had a term of 2 years at 1% interest. In November 2020, the Company’sCompany received full forgiveness by the Small Business Administration.

 

NOTE 6 6 – STOCK OPTIONS AND WARRANTS

 

On July 22, 2020, the Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”) which contains provisions for up to 5,000,000 stock-based instruments to be granted to employees, consultants and directors.

 

On October 26, 2021, the Board of Directors adopted the 2022 Equity Incentive Plan (the “2022 Plan”) which contains provisions for up to 10,000,000 stock-based instruments to be granted to employees, consultants and directors.

Effective September 24, 2020, the Company filed a withdrawalCertificate of designationWithdrawal of the Certificate of Designation related to the Company’s 2013 Series Convertible Preferred Stock. In doing so, the 2,000,000 shares of preferred stock previously designated as 2013 Series Convertible Preferred Stock designation. In doing so,returned to the Statestatus of Nevada also withdrew allauthorized and unissued shares of “blank check” preferred stock, and as a result we now have a total of 5,000,000 shares authorized.of preferred stock under our Articles of Incorporation which may be designated in one or more series with such relative rights, preferences and limitations as the Board of Directors may determine. The Company willmay file aone or more new designationdesignations authorizing the issuance of preferred shares should this be needed in the future.future as may be determined by the Board of Directors.

 

NoAll previously granted stock options expired as of December 31, 2021; no stock options have been granted as of MarchDecember 31, 2021 or thus far in fiscal year 2021.  2022.

 

A summary of the status of our outstanding stock options as of MarchDecember 31, 2021 and June 30, 20202021 and changes during the periods then ended is presented below:

 

  

March 31, 2021

  

June 30, 2020

 
      

Weight Average

  

Intrinsic

      

Weight Average

  

Intrinsic

 
  

Shares

  

Exercise Price

  

Value

  

Shares

  

Exercise Price

  

Value

 

Outstanding beginning of period

  2,870,000  $0.12       3,970,000  $0.12     

Granted

  0  $0.00       0  $0.00     

Expired/Cancelled

  (1,840,000

)

 $(0.12

)

      (1,100,000

)

 $(0.14

)

    

Exercised

  0  $0.00       0  $0.00     

Outstanding end of period

  1,030,000  $0.12  $0   2,870,000  $0.12  $0 

Exercisable

  1,030,000  $0.12  $0   2,870,000  $0.12  $0 

The following table summarizes the range of outstanding and exercisable options as of March 31, 2021:

    

Outstanding

  

Exercisable

 

Range of

Exercise Prices

  

Number Outstanding

at

March 31, 2021

  

Weighted

Average

Remaining

Contractual Life

  

Weighted

Average

Exercise Price

  

Number

Exercisable at

March 31, 2021

  

Weighted

Average Remaining

Contractual Life

 
$0.08   150,000   0.67  $0.08   150,000   0.67 
$0.10   480,000   0.75  $0.10   480,000   0.75 
$0.17   400,000   0.67  $0.17   400,000   0.67 
     1,030,000           1,030,000     
  

December 31, 2021

  

June 30, 2021

 
      

Weight Average

  

Intrinsic

      

Weight Average

  

Intrinsic

 
  

Shares

  

Exercise Price

  

Value

  

Shares

  

Exercise Price

  

Value

 

Outstanding beginning of period

  1,030,000  $0.12       2,870,000  $0.12     

Granted

  -  $0.00       -  $0.00     

Expired/Cancelled

  (1,030,000

)

 $(0.12

)

      (1,840,000

)

 $(0.12)    

Exercised

  -  $0.00       -  $0.00     

Outstanding end of period

  -  $0. 00  $-   1,030,000  $0.12  $- 

Exercisable

  -  $0. 00  $-   1,030,000  $0.12  $- 

 

 

AMERITYRE CORPORATION

Notes to the Unaudited Financial Statements

MarchDecember 31, 2021

 

NOTE7 – STOCK AWARDS

Effective January 1, 2021, the Company renewed the Chief Executive Officer’s Employment Agreement.  The new Agreement extends his term of employment to December 31, 2021.  Inclusive in this new Agreement is a stock award of 2.7 million shares of the Company’s common stock vesting ratably over 12 months (January 2021 – December 2021), valued at a fixed rate of $0.031, the average price per share of the Company’s common stock for the period December 24, 2020 to December 31, 2020. 

On January 1, 2021, 60,000 shares of common stock were granted to the Company’s Chief Financial Officer as part of her employment renewal.  The Company’s common stock vesting ratably over 12 months (January 2021 – December 2021), valued at a fixed rate of $0.031, the average price per share of the Company’s common stock for the period December 24, 2020 to December 31, 2020. 

In the January 2021 Board Meeting, the Chairman of the Board proposed compensation to the independent members of the Board of Directors such that each such director’s compensation would be in company shares that are both granted and vested as of each Board meeting each independent Director attends, at the following share amounts: Audit Committee Chair 15,000 per meeting, Board Secretary 15,000 per meeting, all other independent Directors 10,000 per meeting. As the shares are both granted and vested per Board meeting attended, the value of the related shares are the closing stock price on each meeting date. The Board approved this plan. The value of these shares ranged between $0.02 and $0.10 per share during the three-month quarter ended March 31, 2021. 

NOTE 87 SUBSEQUENT EVENTS

 

Effective January 1, 2022, the Company renewed the Chief Executive Officer’s Employment Agreement. The Company has evaluated all activity through May 14,new Agreement extends his term of employment to December 31, 2022. Inclusive in this new Agreement is a stock award of 1.68 million shares of the Company’s common stock vesting ratably over 12 months (January 2022 – December 2022), valued at a fixed rate of $0.049 per share, the average price per share of the Company’s common stock for the period December 27, 2021 (the date the Financial Statementsto December 31, 2021.

On January 1, 2022, 60,000 shares of common stock were available to be issued) and concluded that no subsequent events have occurred that would require recognition in the Financial Statements or disclosure in the Notesgranted to the Company’s Chief Financial Statements.Officer as part of her employment renewal. These shares of the Company’s common stock vest ratably over 12 months (January 2022 – December 2022), and are valued at a fixed rate of $0.049 per share, the average price per share of the Company’s common stock for the period December 27, 2021 to December 31, 2021.

 

 

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This discussion and analysis section contains statements of a forward-looking nature relating to future events or our future financial performance or financial condition. Such statements are only predictions and the actual events or results may differ materially from the results discussed in or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Risk Factors in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020,2021, as well as those discussed elsewhere in this report. The historical results set forth in this discussion and analyses are not necessarily indicative of trends with respect to any actual or projected future financial performance. This discussion and analysis should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this report.

 

Overview

 

Amerityre engages in the research and development, manufacturing, and sale of solid polyurethane foam and polyurethane elastomer tires. We have developed unique polyurethane formulations that allow us to make products with superior performance characteristics, compared to conventional rubber tires, in the areas of abrasion resistance, energy efficiency and load-bearing capabilities. Our manufacturing processes are more energy efficient than the traditional rubber tire manufacturing processes, in part because our polyurethane compounds do not require the multiple processing steps, extreme heat, and high pressure necessary to cure rubber. We believe tires produced with our proprietary polyurethane formulations last longer, are less susceptible to failure and are friendlier to the environment when compared to competitor offerings.

 

We focus our business on applications and markets where our advantages in product technology, tire performance, and customer service give us an opportunity to obtain premium pricing. Our product line can be divided into 3 main formulation types. Our product development and marketing efforts are focused on building customer relationships and expanding sales with original equipment manufacturers (“OEMs”) and tire distributors. Our competitive advantage is creating unique product solutions for customers who have challenging tire performance requirements that cannot be met by competitor offerings.

 

Closed cell Polyurethane Foam Tires – The sale of polyurethane foam tires to original equipment manufacturers, distributors, and dealers accounts for the majority of our sales revenue. We produce a broad range of tire sizes for the light duty tire market, including bicycle tires, hand truck tires, mobility tires, lawn/garden tires, golf car tires, and lawn/gardenlight industrial vehicle tires.

 

Despite the ongoing negative effects of COVID-19 on the overall business climate,US economy, we experienced higher than expected demand for our polyurethane foam tires in the recent quarter. Sales for the fiscal thirdsecond quarter 20212022 were 10.6%32.3% higher than the sales level in fiscal thirdsecond quarter 2020.2021. We continue to see the same strong sales trends that we saw during the pre-COVID period. Ourfiscal year 2021 as our current customerscustomer base is experiencing strong sales and our domestically produced tires are increasing sales of their current products and we continueattractive to engagethose new customers to expand our customer base.looking for an alternative source for their tires

 

Our industrial tire product line, which includes our golf car tires, our 480 x 12 tires, and our 570 x 12 tires, continues to see strong growth.outstanding demand in the marketplace. We expect these tiresthis trend to continue to grow in popularity in the coming quarters.

 

Polyurethane Elastomer Tires Our elastomer formulations are used to manufacture tires requiring higher levels of abrasion resistance and greater load bearing capability. Forklift tires constitute a large part of this market opportunity, with other industrial and agricultural applications representing other opportunities. Overall sales volumes of our forklift tires remain small, less than 0.1% of our total sales revenue. Price sensitive consumers continue to favor imported solid rubber press-on forklift tires rather than our products. Weproducts, and consequently we have decided not devotedto devote significant resources towards promoting this product line. We have been working with OEMs to utilize our elastomer formulations for large industrial equipment tires and agricultural applications, and we awaitwhich may lead to new revenue sources in the results of trials that are currently ongoing.future.

 

Light Density Elastomer TiresThe Company continues to see greater interest in its light-densityDemand for our light density elastomer formulation for use(ElastothaneTM 500) is higher in tire applications where customers need higherrequiring greater abrasion resistance and load bearing capability. Our ElastothaneTM 500 formulation provides better performance in these areas compared tocapability than our closed cellpolyurethane foam formulation.tires. Lawn and garden tire applications continue to drive increased sales of this formulation.formulation, although we have seen some custom tire applications for this formulation as well. We expect Agricultural tires sales to continue to increase in the coming quarters as increases in the pricefarmers continue to see higher levels of in farm commodity cropsdisposable income. However, economic challenges such as corn and soybeans should result in more disposable income for farmers.raw material supply shortages could limit anticipated benefits or our ability to capitalize on them. We continue to approach OEMs and large distributors about promoting and utilizing our tires for certainspecific targeted applications, and several are evaluating sample tires. The introduction of our ElastothaneTM 500 formulation has enabled us to offer a better product alternative for abrasive applications.

 

We believe investment in new and improved products is important to the continued growth and success of our overall business, and we will selectively invest in promising opportunities that can be supported within our current financial model. We have several product evaluations programs ongoing which have the potential to develop into significant future business. We expect our current R&D investments to continue to prove to be a prudent investment of our capital resources.

 

 

A major component of theour strategic operating plan we discussed during our annual meeting in December 2020 was the desireis to establish partnershipsa partnership or other type of business combination with large OEMs and distributorsa larger OEM or tire manufacturer who would have a larger distribution channel as well as financial resources to increasefully leverage our distribution capabilities.current tire portfolio as well as new products that can be developed using our formulations. We continue to have discussionspursue opportunities with variouslarger entities to establish these relationships, whichthat we believe would be advantageous for both parties. Testingmay help us maximize the potential of our tiresintellectual property and the overall value of the business.

We continue to manage supply chain issues and increases in several applicationsraw material and operating costs, which continue to pressure our Gross Profit Margins. In January 2022 we implemented another price increase on our tire assemblies to mitigate the effects of these cost increases. However, as evidenced by our lower Gross Margins for the recent quarter, we are ongoing by these potential partners,slightly “behind the cost curve” as our previous price increases were not successful in offsetting all cost increases during the Fiscal 2022 second quarter. We expect that our newest price increase will help to improve our Gross Margins and we will continue to closely manage the cost drivers of our business and take appropriate corrective actions, including further price increases if warranted. However, there can be no assurance that any corrective measures we are confidentundertaking now or that we may attempt in the future will improve our Gross Margins or otherwise achieve their intended purpose, including due to economic conditions and other factors which are beyond our control.

Our sales growth over the past year has been very strong. However, it is unclear if the environment of rising costs and the corresponding higher sales prices will adversely affect demand for our products moving forward. We expect raw material availability to continue to be an issue in the upcoming quarters due to ongoing supply chain issues. While we continue to enjoy a strong backlog of business, we may be restricted as to how much product we can produce and sell if raw material is not available on a timely basis or at reasonable costs. We continue to work with our suppliers to ensure that negative supply impacts are minimized to the extent practicable, although in some of these opportunities willcases this may result in new business for Amerityre in the coming quarters.incurring higher raw material costs.

 

As described above, our product line covers diverse market segments which are unrelated in terms of customer base, product distribution, market demands and competition. Our sales team is comprised of independent manufacturer representatives with inside sales support. The Company’s continued emphasis on proper product pricing continues to drive more profitable sales. Our website educates the marketplace about our products as well as offers an outlet for online sales.

 

Factors Affecting Results of Operations

 

Our operating expenses consisted primarily of the following:

 

Cost of sales, which consists primarily of raw materials, components and production costs of our products, including applied labor costs and benefits expenses, maintenance, facilities and other operating costs associated with the production of our products;

 

Selling, general and administrative expenses, which consist primarily of salaries, commissions and related benefits paid to our employees and related selling and administrative costs including professional fees;

 

Research and development expenses, which consist primarily of direct labor conducting research and development, equipment and materials used in new product development and product improvement using our technologies;

 

Consulting expenses, which consist primarily of amounts paid to third-parties for outside services;

• 

Consulting expenses, which consist primarily of amounts paid to third parties for outside services;

 

Depreciation and amortization expenses which result from the depreciation of our property and equipment, including amortization of our intangible assets; and

•  

Depreciation and amortization expenses which result from the depreciation of our property and equipment, including amortization of our intangible assets; and

 

Stock based compensation expense related to stock and stock option awards issued to directors, employees and consultants for services performed for the Company.

• 

Stock based compensation expense related to stock and stock option awards issued to employees and consultants for services performed for the Company.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to uncollectible receivables, inventory valuation, deferred compensation and contingencies. We base our estimates on historical performance and on various other assumptions that we believe to be reasonable under the circumstances. These estimates allow us to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

At present we do not have any critical accounting policies that require critical management judgments and estimates about matters that may be uncertain.

 

 

Results of Operations

 

Our management reviews and analyzes several key performance indicators in order to manage our business and assess the quality and potential variability of our sales and cash flows. These key performance indicators include:

 

Revenues, net of returns and trade discounts, which consists of product sales and services and is an indicator of our overall business growth and the success of our sales and marketing efforts;

•  

Revenues, net of returns and trade discounts, which consists of product sales and services and is an indicator of our overall business growth and the success of our sales and marketing efforts;

 

Gross profit, which is an indicator of both competitive pricing pressures and the cost of goods sold of our products and the mix of product and license fees, if any;

•  

Gross profit, which is an indicator of both competitive pricing pressures and the cost of goods sold of our products and the mix of product and license fees, if any;

 

Growth in our customer base, which is an indicator of the success of our sales efforts; and

•  

Growth in our customer base, which is an indicator of the success of our sales efforts; and

 

Distribution of sales across our products offered.

 

The Company, in light of the impact COVID-19 has had on our business, has decided to implement a price increase on most of its products starting on April 1, 2021. We have seen over the past 4 months significant increases in the pricing of our raw materials. The January winter storms in Texas took all polyol manufacturing offline for several weeks as these facilities needed to be repaired and brought back online. Combined with COVID-19 caused reductions in capacity, the Company was fortunate to receive enough material to maintain operations, albeit at significantly higher prices and an amount that limited our ability to fulfill orders on a timely basis. It is expected that availability of supply in the chemical markets will increase in the coming months, but it is not clear that pricing will return to the lower levels of last year, or even stabilize at current levels. Management will continue to monitor the situation and is prepared to make further product pricing adjustments if necessary. In the following paragraphs we address the material factors that affect our business.

•  

Distribution of sales across our products offered.

 

The following summary table presents a comparison of our results of operations for the fiscal quarters ended MarchDecember 31, 2021 and 2020 with respect to certain key financial measures. The comparisons illustrated in the table are discussed in greater detail below.

 

 

For the Three Months Ended

March 31,

      

For the Nine Months Ended

March 31,

      

For the Three Months Ended

December 31,

      

For the Six Months Ended

December 31,

     
 

(in 000’s)

  

Change

  

(in 000’s)

  

Change

  

(in 000’s)

  

Change

  

(in 000’s)

  

Change

 
 

2021

  

2020

  

2021 vs. 2020

  

2021

  

2020

  

2021 vs. 2020

  

2021

  

2020

  

2021 vs. 2020

  

2021

  

2020

  

2021 vs. 2020

 

Net revenues

 $1,241  $1,122   10.6

%

 $3,497  $3,169   10.4

%

 $1,453  $1,205   20.6

%

 $2,849  $2,256   26.3

%

Cost of revenues

  (884

)

  (769

)

  15.0

%

  (2,495

)

  (2,229

)

  11.9

%

  (1,123

)

  (904

)

  24.4

%

  (2,134

)

  (1,611

)

  32.5

%

Gross profit

  357   353   1.1

%

  1,002   940   6.6

%

  330   301   9.6

%

  715   645   10.9

%

Research & Development

  (26

)

  (27

)

  (3.7

%)

  (77

)

  (89

)

  (13.5

%)

  (24

)

  (31

)

  (22.6

%)

  (46

)

  (51

)

  (9.8

%)

Sales and Marketing

  (59

)

  (53

)

  11.3

%

  (170

)

  (147

)

  15.6

%

  (74

)

  (51

)

  45.1

%

  (142

)

  (111

)

  27.9

%

General and Administrative

  (192

)

  (173

)

  11.3

%

  (588

)

  (539

)

  9.1

%

  (213

)

  (186

)

  13.9

%

  (445

)

  (396

)

)
  12.4

%

Other income (expense)

  -   -   0.0

%

  144   3   4700.0

%

  1   143   (99.3

%)

  4   144   (97.2

%)

Net income

  80   100   (20.0

%)

  312   168   85.1

%

 $20  $176   (88.6

%)

 $86  $231   (62.8

%)

Preferred stock dividend

  -   (25

)

  (100.0

%)

  -   (75

)

  (100.0

%)

Net income

 $80  $75   6.7

%

 $312  $93   234.4

%

 

Quarter Ended MarchDecember 31, 2021 Compared to MarchDecember 31, 2020

 

Net Revenues. Net revenues of $1,240,997$1,453,499 for the quarter ended MarchDecember 31, 2021, represents a 10.6%20.6% increase over net revenues of $1,121,805$1,204,990 for the same period in 2020. These results exceeded our expectations. The improved results were mainly driven by higher than expected polyurethane foam tire sales from current customers. We were fortunate thatexpectations as we continued to successfully navigate the majority of customers were able to remain open and benefit from increasing business activity as other businesses emerge from shutdowns due to COVID. Revenue for the quarter was constrainedchallenges presented by the lack of availableCOVID-19 pandemic, including limited raw material as discussed earlier. The net effect of this rawavailability, higher material situation was to delay sales to the FY 2021 4th quarter. Although a few customers cancelled orders because of these delays, the majority of customers, as of now, have kept their orders in place, which has resulted in our sales backlog being 25% higher than the normal backlog level for this time of year. However, as delays continue to exist, we may see more customers cancel their orderscosts and find tires elsewhere, which could hurt our revenues in upcoming quarters.other supply chain issues. We expect our polyurethane foam products to continue to account forconstitute the majority of our sales duringgoing forward. The increase is due to increases in our prices to offset the upcoming fiscal year.raw material prices plus increase in demand.

 

Cost of Revenues. Cost of revenues for the quarter ended MarchDecember 31, 2021 was $883,946$1,123,434 or 71.2%77.3% of sales compared to $768,943$903,543 or 68.5%75.0% of sales for the same period in 2020. We experienced higher raw material costs, particularly chemical feedstocks, during the recent quarter.quarter which pressured gross profit margins. Our raw material chemical suppliers have informed us that there will likely be continued price increases in the coming months due to tight raw material supplies as well as continued high market demand. The supply chain issues in procuring material from overseas has caused higher costs and long delays for our raw materials due to the impact of operating issues at the supplier manufacturing facilities on an already tight chemical market. Despite the changes in the government due to the election, we also expect tariffs on Chinese goods to remain in place for the foreseeable future.steel rims. We expect these headwinds to continue to pressure our Gross Margins forthroughout the restremainder of the fiscal year at a minimum.2022. We are looking at ways to mitigatehave mitigated some of these adverse factors, including price increases onissues by increasing the products sold tosales prices of our customers.tires. However, continuing increases in raw material costs may result in a situation where Amerityre cannot providereduced product profitablysales if we are forced to turn away sales because they are at asales price acceptablelevels that are unprofitable, or if customers refuse to its customers, resulting in Amerityre effectively being priced out of its markets.purchase our products at the increased prices.

 

Gross Profit. Gross profit for the quarter ended MarchDecember 31, 2021 was $357,051$330,065 compared to $352,862$301,447 for the same period in 2020. This increase of $4,189$28,618 or 1.1%9.6% over the same period in 2020, was primarily driven by the greater sales of product offsetting the higher costs mentioned in the previous section.volumes. The MarchDecember 31, 2021 gross profit reflects a 28.8%22.7% gross margin for product sales compared to a gross margin on product sales of 31.5%25.0% in 2020. Higher raw material costs that were not completely offset by higher sales prices for our tire products reduced our Gross Margins in the recent quarter.

 

Research & Development Expenses (R&D). Research and development expenses for the quarter ended MarchDecember 31, 2021 were $26,192$24,399 compared to $26,614$30,507 for the same period in 2020. We continue to selectively invest in product formulation and new product development where appropriate to support our business plan.

 

Sales & Marketing Expenses. Sales and marketing expenses for the quarter ended MarchDecember 31, 2021 were $59,068$74,048 as compared to $52,652$51,102 for the same period in 2020. The difference between periods relates to higher sales commissions paid offset by lowerand trade show expenses as the Company attended its first trade show since 2019 in October 2021, when compared to the same three-month period in 2020

General & Administrative Expenses. General and administrative expenses for the quarter ended March 31, 2021 were $191,589 compared to $173,297 for the same period in 2020, driven by higher compensation costs, including stock compensation, partially offset by lower legal and depreciation costs.

Net Income.  Net income for the quarter ended March 31, 2021 was $80,651, compared to net income of $100,296 for the same period in 2020. This represents a decrease in net income of $19,645 or a 20.0% versus the same period in 2020.

Nine Months Ended March 31, 2021 Compared to March 31, 2020

Net Revenues.  Net revenues of $3,497,273 for the nine-month period ended March 31, 2021, represents a 10.4% increase over net sales of $3,168,542 for the same period in 2020. These results were above our expectations and driven by increased demand for polyurethane foam tires from current customers. With the expected continuation of the reopening of businesses closed due to COVID -19, our current sales backlog level, as well as an increasing stronger overall economy, we expect sales for the rest of the fiscal year to be strong, unless we see higher than expected order cancellations due to delays or price levels that are too high for our markets.

Cost of Revenues.  Cost of revenues for the nine-month period ended March 31, 2021 was $2,495,055 or 71.3% of sales compared to $2,228,300 or 70.3% of sales for the same period in 2020. The previously noted increases in raw material costs were the main factor in these results. We were able to mitigate some of these costs through the sale of higher margin products compared to the previous period in 2020.

Gross Profit.  Gross profit for the nine-month period ended March 31, 2021 was $1,002,218 compared to $940,242 for the same period in 2020, an increase of $61,976 or 6.6% over the same period in 2020.  The March 31, 2021 gross profit reflects a 28.7% gross margin for product sales compared to a gross margin on product sales of 29.7% in 2020.

Research & Development Expenses (R&D).  Research and development expenses for the nine-month period ended March 31, 2021 were $77,170 compared to $88.527 for the same period in 2020. The lower expenses in the fiscal year 2021 period are driven by lower external tire testing expenses compared to the year earlier period.

Sales & Marketing Expenses. Sales and marketing expenses for the nine-month period ended March 31, 2021 were $169,970 compared to $147,432 for the same period in 2020. The difference between periods relates to higher sales commissions paid, offset by lower trade show expenses, when compared to the same nine-month period in 2020.

 

General & Administrative Expenses. General and administrative expenses for the nine-month periodquarter ended MarchDecember 31, 2021 were $588,089$213,392 compared to $539,663$186,014 for the same period in 2020, driven by higher compensation costs, including stock compensation,bank fees, consulting expense partially offset by lower legal costs.

Other Income (Expense), net. Other income, net, for the quarter ended December 31, 2021 was $801 compared to $143,028 for the same period in 2020. The forgiveness of our loan from the Small Business Administration Paycheck Protection Program (“PPP loan”) was received in November 2020 and depreciationaccounted for the majority of the gain in the quarter ended December 31, 2020.

Net Income. Net income for the quarter ended December 31, 2021 was $19,027, compared to net income of $176,852 for the same period in 2020. The forgiveness of our PPP loan in the quarter ended December 31, 2020 resulted in a gain of $149,570. Without this one-time gain, the difference in net income between the periods was $27,282, or a 31.3% decrease in net income. The decrease in net income for the period ended December 31, 2021 was also driven by lower Gross Margins due to higher material and operating costs incurred during the quarter

Six Months Ended December 31, 2021 Compared to December 31, 2020

Net Revenues. Net revenues of $2,849,113 for the six-month period ended December 31, 2021, represents a 26.3% increase over net sales of $2,256,276 for the same period in 2020. These results exceeded our expectations as we continued to navigate the challenges presented by the COVID-19 pandemic, including limited raw material availability, higher supply costs and other supply chain issues. We expect our polyurethane foam products to continue to constitute the majority of our sales going forward. The increase is due to increases in our prices to offset the raw material prices plus increase in demand.

Cost of Revenues. Cost of revenues for the six-month period ended December 31, 2021 was $2,134,276 or 74.9% of sales compared to $1,611,109 or 71.4% of sales for the same period in 2020. We experienced higher raw material costs, particularly chemical feedstocks, during the recent quarter which pressured gross profit margins. Our chemical suppliers have informed us that there will likely be continued price increases in the coming months due to a tight supply of available raw materials in the market, as well as increased market demand. The supply chain issues, particularly in procuring material from overseas, has caused higher costs and long delays for our steel rims. We expect these headwinds to continue to pressure our Gross Margins throughout fiscal year 2022. We have mitigated some of these issues by increasing the sales prices of our tires.

Gross Profit. Gross profit for the six-month period ended December 31, 2021 was $714,837 compared to $645,167 for the same period in 2020, an increase of $69,670 or 10.9% over the same period in 2020. The December 31, 2021 gross profit reflects a 25.1% gross margin for product sales compared to a gross margin on product sales of 28.6% in 2020. The current period results were adversely affected by higher raw material prices.

Research & Development Expenses (R&D). Research and development expenses for the six-month period ended December 31, 2021 were $45,966 compared to $50,978 for the same period in 2020. We continue to invest in product formulation and new product development where management deems appropriate to support our business plan.

Sales & Marketing Expenses. Sales and marketing expenses for the six-month period ended December 31, 2021 were $142,421 compared to $110,902 for the same period in 2020. The difference between periods relates to higher sales commissions paid and trade show expenses.

General & Administrative Expenses. General and administrative expenses for the six-month period ended December 31, 2021 were $446,200 compared to $396,500 for the same period in 2020, driven by higher compensation costs, bank fees, consulting expense partially offset by lower legal costs.

 

 

Other Income, net. Other income for the quarter ended MachDecember 31, 2021 was $144,297$3,917 compared to $2,974$143,848 for the same period in 2020. The primary driver of this variance is the forgiveness of our loan from the Small Business Administration Paycheck Protection Program.Program, received in November 2020.

 

Net Income. Net income for the nine-monthsix-month period ended MarchDecember 31, 2021 of $311,286$84,127 compared to a net income of $167,594$230,635 for the same period in 2020, an increasea decrease in net income of $143,692,$146,508, or 85.1%62.8%. Without the effect of the PPP loan forgiveness mentioned earlier, the net income for the six-month period ending December 31, 2020 would be $81,065, and the comparison with the period ending December 31, 2021 would show a net income increase of $3,062, or 3.63% compared to the period ending December 31, 2020.

 

Liquidity and Capital Resources

 

Cash Flows

 

The following table sets forth a summary of our cash flows for the periods below.

 

  

Nine Months ended March 31,

 
  

(in 000’s)

 
  

2021

  

2020

 

Net cash provided by (used in) operating activities

 $53  $(73

)

Net cash used in investing activities

  (11

)

  (37

)

Net cash used in financing activities

  -   (25

)

Net increase in cash during the period

 $42  $(135

)

  

Six Months ended Dec. 31,

 
  

(in 000’s)

 
  

2021

  

2020

 

Net cash provided (used) by operating activities

 $178  $(29

)

Net cash used by investing activities

  (150

)

  (11

)

Net cash used by financing activities

  -   - 

Net increase (decrease) in cash during the period

 $28  $(40

)

 

The Company has evaluated its current cash position relative to its cash requirements in the future and has determined its cash levels are sufficient to cover its cash needs. The Company enjoys a strong level of cash on hand as well as an unused credit line facility. These cash resources have been critical during the past year as working capital needs have increased due to the increased costs and extended time required to receive imported materials (which are paid for when they are ready to ship from the manufacturer)manufacturer, not after they are received for use by the Company) as well as Management’s decision to increase chemical stock levels when extra material became available for purchase. The Company completed its upgrade of its Production pouring systems in September 2021, which was completely paid from cash reserves. The increase in cash provided by operating activities is also planning on upgrading some production equipment bydue to lower levels of Account Receivables compared to the end of quarter 1 fiscal year 2022, which are anticipated to be paid usingearlier period.

The major driver in our cash reserves.provided by operating activities was the collection of accounts receivable offset by increased costs (and therefore value) of inventory on the balance sheet.

 

Our principal sources of liquidity consist of cash on hand and payments received from our customers. In February 2020, the Company secured a $50,000 line of credit with a local community bank. As of MarchDecember 31, 2021, this credit line had not been used.

 

Historically, the current management team has been reluctant to pursue financing at terms that subject the Company to the high costs of debt or raise money through the sale of equity at prices we believe do not reflect the true value of the Company.

We continue to have access to a short-term receivable factoring agreement with a third party to sell our receivable invoices. This agreement enables us to sell individual customer invoices for faster cash flow to the Company. As of March 31, 2021, we have not needed to activate this financing option due to increased focus on enforcement of established collection policies and proactive communication with customers.

 

Cash Position, Outstanding Indebtedness and Future Capital Requirements

 

At May 12, 2021,February 9, 2022, our total cash balance was $691,307,$359,764, none of which is restricted;restricted, accounts receivables were $334,681; andwas $660,321, inventory, net of reserves for slow moving or obsolete inventory, and other current assets was $598,553.$713,581. Our total indebtedness, specifically which management reviews for cash management, was $1,044,076$1,102,085 and includes $520,400$652,662 in accounts payable and accrued expenses, $24,445 in deferred revenue, $2,000 in current portion of long-term debt, $61,326$60,878 in long-term debt and $460,350$362,100 in total operating lease liability.

 

We continue to take actions to improve our liquidity and access to capital resources. Management continues to maintain that an equity financing in the current market environment would be too dilutive and not in the best interests of our shareholders. We have been successful in securing a line of credit with our bank, and additional financing was secured in April 2020 from the U.S. government Paycheck Protection Program, a Small Business Administration loan program initiated to combat the negative effects of COVID-19 on U.S. small businesses. These new sources of liquidity have been key tools to enable the Company to overcome negative effects of the coronavirus on our business.bank.

 

 

In assessing our liquidity, management reviews and analyzes our current cash, accounts receivable, accounts payable, capital expenditure commitments, cash requirements and other obligations. In connection with the preparation of our financial statements for the periodfiscal year ended March 31,June 30, 2021, we have analyzed our cash needs for the next twelve12 months. We have concluded that our available cash and accounts receivables are sufficient to meet our current minimum working capital, capital expenditure and other cash requirements for this period. Although we have seen a significant increase in business activity in the recent quarter, we are not assuredquarters, there can be no assurance that a resurgence of the COVID-19 virus will not cause anothera disruption in our markets that causes a significant decrease in demand from our customers. While many government restrictions have been relaxed and the economy has continued to open in more jurisdictions, the emergence of new variants of COVID-19 may lead to possible resurgences of the virus. This could result in new restrictions on our customers or suppliers located or servicing these affected jurisdictions. Among the adverse consequences caused by the pandemic have been continued supply chain disruptions, resulting in material shortages and delays, as well as increased material costs. The long-term financial impact on our business cannot be reasonably estimated at this time. As a result, the effects of COVID-19 may not be fully reflected in our financial results until future periods. Refer to “Item 1A — Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 for a description of the material risks that the Company currently faces including in connection with COVID-19. If there is a new shutdown of the economy, and because we do not qualify at presentreduction in demand for additional Paycheck Protection Program funding,our products or other adverse effect on our business, we may lack sufficient working capital to meet our needs for the next 12 months.

 

The Company has, on occasion, instituted initiatives to incentivize sales of slower-moving inventory through promotional pricing. These programs will continue to be selectively utilized in the upcoming quarters to monetize inventory, promote individual product lines, and improve our cash flow.

 

As of May 12, 2021,February 9, 2022, the Company has approximately 22,547,00016,937,000 shares authorized and available for issuance. Although we are reluctant to raise money through stock sales at what we believe are dilutive share prices, these authorized but unissued and unreserved shares of our common stock can be utilized, if necessary, to raise new funds.

 

Off-Balance Sheet Arrangements

 

We do not currently have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts.

 

Cautionary Note Regarding Forward Looking Statements

 

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding economic conditions in general and in the agricultural market, in particular, the impact of the COVID-19 pandemicpositive sales trends and theresulting profits, continued reopening of the economy and anticipated increase in product sales resulting therefrom, increases to the prices we charge for our products in response to increased costs we incur to obtain the materials needed to manufacture them, the possibility and expected effect of delays in reopening or future shutdowns in connection with COVID-19, operational actions taken by us to reduce expenditures as the economy continues to recover, expected sales levels for the remainder of the fiscal year ending June 30, 2021 and beyond, our ability to increase our authorized capital and pursue future financings, increased demand for our products and resultingthose produced by our customers, our intention to seek out and engage in a partnership or other arrangement with one or more OEMs, our ability to successfully manage and respond to supply chain issues and other uncertainties, our sales prospects in light of new products such as the potential development of tires for large industrial and profits,agricultural equipment, price increases in response to increases in raw material costs and the expansionresults of such price increases on our customer base, continued strengthgross margins, and the availability of our current polyurethane foam tire market segment, the prudence of our research and development investments, the sufficiency of our cash on hand and credit line facility,capital and liquidity. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

 

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” in this report and in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020.2021. In addition, there is a risk that the economic repercussions from COVID-19 and supply chain disruptions may be more severe or prolonged than we currently expect, particularly with the new strains emerging and the uncertainty if existing vaccinations will be effective against the new strains, and vaccine hesitancy and slowing vaccination rates.hesitancy. Additionally, there is a risk that our price increases or other challenges we face and actions we take in response may result in lower revenues.revenues or the loss of future business from our customers, or that any strategic partnerships or business arrangements do not yield the positive results intended or result in unanticipated adverse consequences, including due to potential friction between the parties. New risk factors emerge from time-to-time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except as otherwise required by applicable laws, we undertake no obligation to publicly update or revise any forward-looking statements described in this report, whether as a result of new information, future events, changed circumstances or any other reason after the date this report is filed.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’sSecurities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

As required by SEC Rule 13a-15(b), an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive and Financial Officers, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective at athe reasonable assurance level as of the end of the period covered by this quarterly report to ensure the information required to be disclosed by us in reports is timely recorded, processed, summarized and reported in accordance with the SEC’s rules and forms and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

 

 

 

PART II - OTHER INFORMATION

 

ITEM 1.LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

In addition to below,For information regarding risk factors, see “Part I. Item 1A. Risk Factors,” in our 20202021 Annual Report.

 

Recent market condition changes in the chemical markets has forced us to increase the prices we charge customers for our products, and could have a material adverse effect on demand for our products, results of operations, and our financial condition

We have been informed by our suppliers that manufacturing plant problems arising from severe weather conditions in Texas in 2021 and previously reduced capacity due to the effects of COVID-19 , combined with an increase in demand for these chemical feedstocks, has created a shortage of available supply for raw materials, with several of these suppliers declaring a “force majeure,” meaning that their non-performance under existing agreements should be excused due to the occurrence of one or more events beyond their control. While we could potentially challenge these assertions, practically speaking we would likely have difficulty seeking recourse without incurring significant expense. To date, we have been able to obtain the necessary materials to meet the demand requirements of our customers, albeit at higher raw material prices and in longer than expected timeframes. We expect these higher prices to continue to pressure gross margins for the remainder of the fiscal year 2021. We have evaluated our product pricing and will be implementing pricing adjustments to offset these raw material increases. We also continue to work with our suppliers to maintain our access to adequate quantities of raw materials to meet the increased demand for our products. While management believes these responses to be necessary to address these issues, there can be no assurance they will be sufficient, nor that they will not cause us to lose customer orders or customers, which would have a material adverse effect on our financial condition and results of operations.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

In the January 2021 Board Meeting, the Chairman of the Board proposed compensation to the independent members of the Board of Directors such that each such director’s compensation would be in company shares that are both granted and vested as of each Board meeting each independent Director attends, at the following share amounts: Audit Committee Chair 15,000 per meeting, Board Secretary 15,000 per meeting, all other independent Directors 10,000 per meeting. The Company’s independent directors presently consist of Terry Gilland, George Stoddard, David Clark and David Hollister. As of the date of this report, any vested shares are accrued as stock payable and have not been issued.None.

 

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.OTHER INFORMATION

 

None.

 

 

ITEM 6.EXHIBITS

 

    

Incorporated by Reference

 

Filed or Furnished

Exhibit #

 

Exhibit Description

 

Form

 

Date

 

Number

 

Herewith

3.1

 

Articles of Incorporation of the Company

 

8-A12G

 

10/28/02

 

3.01

  

3.2

 

Certificate of Amendment to the Articles of Incorporation of the Company

 

8-A12G

 

10/28/02

 

3.01

  

3.3

 

Certificate of Amendment to the Articles of Incorporation

 

10-Q

 

2/14/13

 

3(i)

  

3.4

 

Bylaws of the Company

 

8-K

 

9/25/13

 

3.02

  

10.1

 

Employment Agreement between the Company and Michael Sullivan

 

8-K

 

1/7/21

 

10.1

  
           

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

       

Filed

31.2

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

       

Filed

32.1

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

       

Filed

32.2

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

       

Filed

101 INS

 

Inline XBRL Instance Document

        

101 SCH

 

Inline XBRL Taxonomy Extension Schema Document

       

Filed

101 CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

       

Filed

101 DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

       

Filed

101 LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

       

Filed

101 PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

       

Filed

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

        

 

 

 

 

Incorporated by Reference

 

Filed or Furnished

Exhibit #

 

Exhibit Description

 

Form

 

Date

 

Number

 

Herewith

3.1

 

Articles of Incorporation of the Company

 

8-A12G

 

10/28/02

 

3.01

 

 

3.2

 

Certificate of Amendment to the Articles of Incorporation of the Company

 

8-A12G

 

10/28/02

 

3.01

 

 

3.3

 

Certificate of Amendment to the Articles of Incorporation

 

10-Q

 

2/14/13

 

3(i)

 

 

3.4

 

Amended and Restated Bylaws of the Company

 

8-K

 

12/8/21

 

3.02

 

 

10.1

 

Employment Agreement between the Company and Michael Sullivan

 

8-K

 

1/13/22

 

10.1

 

 

10.2

 

2022 Equity Incentive Plan

 

 

 

 

 

 

 

Filed

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

Filed

31.2

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

Filed

32.1

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

Filed

32.2

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

Filed

101 INS

 

XBRL Instance Document

 

 

 

 

 

 

 

 

101 SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

 

 

 

 

Filed

101 CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

 

 

Filed

101 DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

 

 

Filed

101 LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

 

 

 

Filed

101 PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

 

Filed

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: May 14, 2021February 11, 2022

 

AMERITYRE CORPORATION

By:

/s/ Michael F. Sullivan

/s/ Lynda R. Keeton-Cardno

Michael F. Sullivan

Chief Executive Officer

(Principal Executive Officer)

Lynda R. Keeton-Cardno

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

20
iso4217:USD xbrli:shares