UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2015
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NUMBER: 333-04066
GEOSPATIAL CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA | 87-0554463 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
229 Howes Run Road, Sarver, PA 16055
(Address of principal executive offices)
(724) 353-3400
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files): YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐ | (Do not check if a smaller reporting company) | Smaller reporting company | ☒ |
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 $.001 par value common shares outstanding at November 16, 2015: 141,066,264.
FORWARD-LOOKING STATEMENTNOTICE
The statements set forth in this report which are not historical constitute"Forward-Looking Statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,andRule3b-6promulgatedthereunder,includingstatementsregardingtheexpectations, beliefs, intentions or strategies for the future. When used in this report, the terms "anticipate," "believe," "estimate," "expect" and"intend"and words or phrases of similar import, as they relate to our business or our subsidiaries or our management, are intended to identify Forward-Looking Statements. These Forward-Looking Statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance. Forward-Looking Statements are subject to many risks and uncertainties that could cause our actual results to differmateriallyfromanyfutureresultsexpressedorimpliedbythe Forward-Looking Statements.
Because our common stock is considered to be a "penny stock", the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 do not apply to such Forward Looking Statements.
Our business involves various risks, including, but not limited to, our ability to implement our business strategies as planned in a timely manner or at all; our lack of operating history; our ability to protect our proprietary technologies; our ability to obtain financing sufficient to meet our capital needs; our inability to use historical financial data to evaluate our financial performance; and the other risk factors identified in our filings with the Securities and Exchange Commission.
.'
Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements made by us or on our behalf, readers of this report should not place undue reliance on any forward-looking statement.Further,anyforward-lookingstatementspeaksonlyasofthedate onwhichitismade, and we undertake no obligations to update any Forward-Looking Statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of future events or developments. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any Forward-Looking Statements.
2
TABLEOFCONTENTS
3
GEOSPATIAL CORPORATION INDEX
Page | |
FINANCIALSTATEMENTSASOFSEPTEMBER 30,2015ANDDECEMBER31,2014ANDFORTHETHREEANDNINE MONTHSENDED SEPTEMBER 30,2015AND2014 | |
Consolidated BalanceSheets(Unaudited) | 5 |
Consolidated Statements ofOperations(Unaudited) | 6 |
Consolidated Statements of Changes in Stockholders’ Equity(Deficit)(Unaudited) | 7 |
Consolidated Statements of CashFlows(Unaudited) | 8 |
Notes to Unaudited ConsolidatedFinancialStatements | 9 |
4
Geospatial Corporation and Subsidiaries | |||
Consolidated Balance Sheets |
September 30, | December 31, | |||||||
2015 | 2014 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 23,202 | $ | 17,723 | ||||
Accounts receivable | — | 32,800 | ||||||
Prepaid expenses and other current assets | 210,569 | 180,689 | ||||||
Total current assets | 233,771 | 231,212 | ||||||
Property and equipment: | ||||||||
Field equipment | 339,079 | 339,079 | ||||||
Field vehicles | 43,285 | 43,285 | ||||||
Total property and equipment | 382,364 | 382,364 | ||||||
Less: accumulated depreciation | (217,720 | ) | (126,864 | ) | ||||
Net property and equipment | 164,644 | 255,500 | ||||||
Total assets | $ | 398,415 | $ | 486,712 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 636,284 | $ | 740,151 | ||||
Accrued expenses | 1,930,645 | 1,353,532 | ||||||
Due to related parties | 179,172 | 137,910 | ||||||
Notes payable to related parties | 6,893 | 29,047 | ||||||
Current portion of capital lease liability to related party | 3,453 | 3,379 | ||||||
Senior convertible redeemable notes, net of deferred debt issue costs | — | 1,525,025 | ||||||
Notes payable, net of deferred debt issue costs | 1,545,410 | 232,892 | ||||||
Accrued registration payment arrangement | 1,334,629 | 2,525,075 | ||||||
Total current liabilities | 5,636,486 | 6,547,011 | ||||||
Non-current liabilities: | ||||||||
Notes payable | 3,667 | 39,741 | ||||||
Capital lease liability to related party | 4,158 | 6,757 | ||||||
Total non-current liabilities | 7,825 | 46,498 | ||||||
Total liabilities | 5,644,311 | 6,593,509 | ||||||
Stockholders' deficit: | ||||||||
Preferred stock: | ||||||||
Undesignated, $0.001 par value; 20,000,000 shares authorized at September 30, 2015 and December 31, 2014; no shares issued and outstanding September 30, 2015 and December 31, 2014 | — | — | ||||||
Series B Convertible Preferred Stock, $0.001 par value; 5,000,000 shares authorized at September 30, 2015 and December 31, 2014; 0 and 530,049 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | — | 530 | ||||||
Common stock, $.001 par value; 350,000,000 shares authorized at September 30, 2015 and December 31, 2014; 138,456,264 and 126,235,177 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 138,456 | 126,235 | ||||||
Additional paid-in capital | 35,313,551 | 33,596,411 | ||||||
Accumulated deficit | (40,697,903 | ) | (39,829,973 | ) | ||||
Total stockholders' deficit | (5,245,896 | ) | (6,106,797 | ) | ||||
Total liabilities and stockholders' deficit | $ | 398,415 | $ | 486,712 |
The accompanying notes are an integral part of these consolidated financial statements.
5
Geospatial Corporation and Subsidiaries | |||||||
Consolidated Statements of Operations | |||||||
(Unaudited) |
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Sales | $ | — | $ | 58,400 | $ | 20,800 | $ | 254,151 | ||||||||
Cost of sales | 33,545 | 49,809 | 113,114 | 145,626 | ||||||||||||
Gross profit (loss) | (33,545 | ) | 8,591 | (92,314 | ) | 108,525 | ||||||||||
Selling, general and administrative expenses | 698,559 | 724,098 | 2,021,897 | 1,967,784 | ||||||||||||
Net loss from operations | (732,104 | ) | (715,507 | ) | (2,114,211 | ) | (1,859,259 | ) | ||||||||
Other income (expense): | ||||||||||||||||
Interest expense | (41,794 | ) | (40,346 | ) | (163,709 | ) | (119,254 | ) | ||||||||
Gain on extinguishment of debt | 73,181 | 74,528 | 219,544 | 310,002 | ||||||||||||
Registration payment arrangements | — | — | 1,190,446 | — | ||||||||||||
Total other income (expenses) | 31,387 | 34,182 | 1,246,281 | 190,748 | ||||||||||||
Net loss before income taxes | (700,717 | ) | (681,325 | ) | (867,930 | ) | (1,668,511 | ) | ||||||||
Provision for income taxes | — | — | — | — | ||||||||||||
Net loss | $ | (700,717 | ) | $ | (681,325 | ) | $ | (867,930 | ) | $ | (1,668,511 | ) | ||||
Basic and fully-diluted net loss per share of common stock | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) |
The accompanying notes are an integral part of these consolidated financial statements.
6
Geospatial Corporation and Subsidiaries | |||||||||||||||
Consolidated Statements of Changes in Stockholders' Deficit | |||||||||||||||
For the Nine Months Ended September 30, 2015 | |||||||||||||||
(Unaudited) |
Series B | ||||||||||||||||||||||||||||||||
Convertible | ||||||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Preferred Stock | Additional Paid-In | Accumulated | ||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Subscribed | Capital | Deficit | Total | |||||||||||||||||||||||||
Balance, December 31, 2014 | 530,049 | $ | 530 | 126,235,177 | $ | 126,235 | $ | — | $ | 33,596,411 | $ | (39,829,973 | ) | $ | (6,106,797 | ) | ||||||||||||||||
Sale of common stock, net of issuance | ||||||||||||||||||||||||||||||||
costs | — | — | 770,000 | 770 | — | 159,032 | — | 159,802 | ||||||||||||||||||||||||
Conversion of Series B Convertible | ||||||||||||||||||||||||||||||||
Preferred Stock to common stock | (530,049 | ) | (530 | ) | 5,300,500 | 5,300 | — | (4,770 | ) | — | — | |||||||||||||||||||||
Conversion of senior convertible | ||||||||||||||||||||||||||||||||
redeemable notes to common stock | — | — | 6,150,587 | 6,151 | — | 1,562,878 | — | 1,569,029 | ||||||||||||||||||||||||
Net loss for the nine months ended | ||||||||||||||||||||||||||||||||
September 30, 2015 | — | — | — | — | — | — | (867,930 | ) | (867,930 | ) | ||||||||||||||||||||||
. | ||||||||||||||||||||||||||||||||
Balance, September 30, 2015 | — | $ | — | 138,456,264 | $ | 138,456 | $ | — | $ | 35,313,551 | $ | (40,697,903 | ) | $ | (5,245,896 | ) |
The accompanying notes are an integral part of these consolidated financial statements.
7
Geospatial Corporation and Subsidiaries | |||
Consolidated Statements of Cash Flows |
For the Nine Months | ||||||||
Ended September 30, | ||||||||
2015 | 2014 | |||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | (867,930 | ) | $ | (1,668,511 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation | 90,856 | 71,026 | ||||||
Amortization of deferred debt issuance costs | 53,114 | — | ||||||
Gain on extinguishment of debt | (219,543 | ) | (310,002 | ) | ||||
Issuance of common stock for services | — | 82,500 | ||||||
Accrued registration payment arrangement | (1,190,446 | ) | — | |||||
Accrued interest payable | 104,207 | 108,812 | ||||||
Changes in operating assets and liablities: | ||||||||
Accounts receivable | 32,800 | 102,450 | ||||||
Prepaid expenses and other current assets | (29,880 | ) | (152,082 | ) | ||||
Accounts payable | 115,676 | 73,265 | ||||||
Accrued expenses | 575,099 | 10,832 | ||||||
Due to related parties | 41,262 | 29,619 | ||||||
Other long-term liabilities | — | (19,887 | ) | |||||
Net cash used in operating activities | (1,294,784 | ) | (1,671,978 | ) | ||||
Cash flows from investing activities: | ||||||||
Purchase of property, plant and equipment | — | (197,188 | ) | |||||
Net cash used in investing activities | — | (197,188 | ) | |||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of notes payable | 1,780,000 | — | ||||||
Proceeds from issuance of notes payable to related parties | 6,891 | — | ||||||
Principal payments on notes payable | (590,655 | ) | (119,175 | ) | ||||
Principal payments on capital lease liabilities | (2,525 | ) | (2,453 | ) | ||||
Deferred debt issuance costs paid | (53,250 | ) | — | |||||
Proceeds from sale of common stock, net of offering costs | 159,802 | 2,236,086 | ||||||
Proceeds from exercise of warrants to purchase common stock, net of offering costs | — | 5,332 | ||||||
Proceeds from exercise of warrants to purchase Series B Convertible Preferred Stock, | ||||||||
net of offering costs | — | 266,571 | ||||||
Repurchase of shares of common stock for cancellation | — | (1,114,688 | ) | |||||
Net cash provided by financing activities | 1,300,263 | 1,271,673 | ||||||
Net change in cash and cash equivalents | 5,479 | (597,493 | ) | |||||
Cash and cash equivalents at beginning of period | 17,723 | 778,597 | ||||||
Cash and cash equivalents at end of period | $ | 23,202 | $ | 181,104 | ||||
Supplemental disclosures: | ||||||||
Cash paid during period for interest | $ | 6,386 | $ | 10,442 | ||||
Cash paid during period for income taxes | — | — | ||||||
Non-cash transactions: | �� | |||||||
Issuance of common stock for services | — | 82,500 | ||||||
Issuance of common stock in settlement of liabilities | — | 50,000 | ||||||
Conversion of senior convertible redeemable notes to common stock | 1,569,029 | — |
The accompanying notes are an integral part of these consolidated financial statements.
8
Geospatial Corporation and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
September 30, 2015
Note 1 – Basis of Presentation
The Unaudited Consolidated Financial Statements included herein have been prepared by Geospatial Corporation (the “Company”) in accordance with generally accepted accounting principles for interim financial information and regulations contained in the Securities Exchange Act of 1934, as amended. Accordingly, the accompanying Unaudited Consolidated Financial Statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying Unaudited Consolidated Financial Statements as of and for the three and nine months ended September 30, 2015 should be read in conjunction with the Company’s Financial Statements as of and for the year ended December 31, 2014. In the opinion of the Company’s management, all adjustments considered necessary for a fair statement of the accompanying Unaudited Consolidated Financial Statements have been included, and all adjustments, unless otherwise discussed in the Notes to the Unaudited Condensed Consolidated Financial Statements, are of a normal and recurring nature. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015, or any other interim periods, or any future year or period.
The use of accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiary, Geospatial Mapping Systems, Inc. All intercompany accounts and transactions have been eliminated.
Note 2 – Accrued Expenses
Accrued expenses consisted of the following:
September 30, | December 31, | |||||||
2015 | 2014 | |||||||
Payroll and taxes | $ | 1,529,075 | $ | 1,134,918 | ||||
Accounting | 56,893 | 67,280 | ||||||
Insurance | 74,352 | 33,902 | ||||||
Contractors and subcontractors | 191,384 | 60,848 | ||||||
Other | 78,941 | 56,584 | ||||||
Accrued expenses | $ | 1,930,645 | $ | 1,353,532 |
9
Geospatial Corporation and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
September 30, 2015
Note 3 – Related-Party Transactions
The Company leases its headquarters building from Mark A. Smith, the Company’s Chairman and Chief Executive Officer. The building has approximately 3,200 square feet of office space, and is used by the Company’s corporate, technical, and operations staff. The Company incurred $19,500 of lease expense during the three months ended September 30, 2015 and 2014, and $58,500 of lease expense during the nine months ended September 30, 2015 and 2014. The lease is cancellable by either party upon 30 days’ notice.
On November 9, 2012, the Company and Mr. Smith entered into a Lease Agreement, pursuant to which the Company leases a field vehicle from Mr. Smith. The lease is for 60 months, and is for substantially the same terms for which Mr. Smith leases the vehicle from the manufacturer. Interest on the lease amounted to $59 and $196, respectively, for the three months and nine months ended September 30, 2015, and $77 and $346, respectively, for the three and nine months ended September 30, 2014. The lease is recorded as a capital lease. At September 30, 2015, gross assets recorded under the lease and associated accumulated depreciation were $16,870 and $9,700, respectively. Future minimum payments under the capital lease are as follows as of September 30, 2015:
Balance of 2015 | $ | 907 | ||
Year ending December 31, 2016 | 3,628 | |||
Year ending December 31, 2017 | 3,326 | |||
Thereafter | — | |||
Total minimum payments | 7,861 | |||
Less: minimum interest payments | (250 | ) | ||
Minimum principal payments | $ | 7,611 |
During the three months ended September 30, 2015, Thomas R. Oxenreiter, the Company’s Chief Financial Officer, loaned the Company $6,891. During the three and nine months ended September 30, 2015, interest on the loan at 10% per annum totaled $2. The Company issued warrants to purchase 6,891 shares of the Company’s common stock at $0.20 per share in connection with the loan.
10
Geospatial Corporation and SubsidiariesNotes to Unaudited Consolidated Financial Statements
September 30, 2015
Note 4 – Notes Payable
Current notes payable consisted of the following:
September 30, 2015 | December 31, 2014 | |||||||
Secured Promissory Note payable to an individual, due October 2, 2015, bearing interest at 10% per annum, plus warrants to purchase the common stock | $ | 1,050,142 | $ | — | ||||
Unsecured Convertible Promissory Notes payable to individuals, due at various times through November 4, 2015, bearing interest at 10% plus warrants to purchase common stock | 287,786 | — | ||||||
Current portion of long-term notes payable | 207,482 | 232,892 | ||||||
Current notes payable | $ | 1,545,410 | $ | 232,892 |
11
Geospatial Corporation and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
September 30, 2015
Note 4 – Notes Payable (continued)
Long-term notes payable consisted of the following:
September 30, 2015 | December 31, 2014 | |||||||
Notes payable under settlement agreements with former employees, payable monthly with terms of up to 39 months, with interest rates ranging from 0% to 4% | $ | 167,908 | $ | 218,892 | ||||
Notes payable under settlement agreements with vendors, payable monthly with terms of up to 60 months, with interest rates ranging from 0% to 32% | 43,241 | 53,741 | ||||||
Total long-term notes payable | 211,149 | 272,633 | ||||||
Less: current portion | (207,482 | ) | (272,892 | ) | ||||
Long-term notes payable, less current portion | $ | 3,667 | $ | 39,741 |
Future maturities of long-term debt are as follows as of September 30, 2015:
Balance of 2015 | $ | 38,074 | ||||
Year ending December 31, 2016 | 2,000 | |||||
Year ending December 31, 2017 | 2,000 | |||||
Year ending December 31, 2018 | 1,166 | |||||
Thereafter | — | |||||
$ | 43,240 |
12
Geospatial Corporation and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
September 30, 2015
Note 5 – Income Taxes
The Company’s provision for (benefit from) income taxes is summarized below:
Three Months Ended September 30, 2015 | Three Months | Nine months Ended September 30, 2015 | Nine months | |||||||||||||
Current: | ||||||||||||||||
Federal | $ | — | $ | — | $ | — | $ | — | ||||||||
State | — | — | — | — | ||||||||||||
— | — | — | — | |||||||||||||
Deferred: | ||||||||||||||||
Federal | (220,406 | ) | (214,109 | ) | (742,996 | ) | (523,091 | ) | ||||||||
State | (69,970 | ) | (67,971 | ) | (235,872 | ) | (166,061 | ) | ||||||||
(290,376 | ) | (282,080 | ) | (978,868 | ) | (689,152 | ) | |||||||||
Total income taxes | (290,376 | ) | (282,080 | ) | (978,868 | ) | (689,152 | ) | ||||||||
Less: valuation allowance | 290,376 | 282,080 | 978,868 | 689,152 | ||||||||||||
Net income taxes | $ | — | $ | — | $ | — | $ | — |
The reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:
Three Months | Three Months | Nine months | Nine months | |||||||||||||
Federal statutory rate | 35.0 | % | 35.0 | % | 35.0 | % | 35.0 | % | ||||||||
State income taxes (net of federal benefit) | 6.5 | 6.5 | 6.5 | 6.5 | ||||||||||||
Valuation allowance | (41.5 | ) | (41.5 | ) | (41.5 | ) | (41.5 | ) | ||||||||
Effective rate | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % |
13
Geospatial Corporation and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
September 30, 2015
Note 5 – Income Taxes (continued)
Significant components of the Company’s deferred tax assets and liabilities are summarized below. A valuation allowance has been established as realization of such assets has not met the more-likely-than-not threshold requirement under FASB ASC 740.
September 30, 2015 |
December 31, 2014 | |||||||
Start-up costs | $ | 39,949 | $ | 47,325 | ||||
Depreciation | (36,870 | ) | (37,684 | ) | ||||
Accrued expenses | 646,482 | 378,020 | ||||||
Net operating loss carryforward | 15,690,529 | 14,973,562 | ||||||
Deferred income taxes | 16,340,090 | 15,361,223 | ||||||
Less: valuation allowance | (16,340,090 | ) | (15,361,223 | ) | ||||
Net deferred income taxes | $ | — | $ | — |
At September 30, 2015, the Company had federal and state net operating loss carryforwards of approximately $37,809,000. The federal and state net operating loss carryforwards will expire beginning in 2021 and 2026, respectively. The amount of the state net operating loss carryforward that can be utilized each year to offset taxable income is limited by state law.
14
Geospatial Corporation and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
September 30, 2015
Note 6 – Net Loss Per Share of Common Stock
Basic net loss per share are computed by dividing earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share reflects per share amounts that would have resulted if dilutive potential common stock had been converted to common stock. Dilutive potential common shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all warrants and options are used to repurchase common stock at market value. The number of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities.
The following reconciles amounts reported in the financial statements:
Three Months Ended September 30, 2015 | Three Months Ended September 30, 2014 | Nine months Ended September 30, 2015 | Nine months Ended September 30, 2014 | |||||||||||||
Net loss | $ | (700,717 | ) | $ | (681,325 | ) | $ | (867,930 | ) | $ | (1,668,511 | ) | ||||
Weighted average number of shares of common stock outstanding | 138,056,264 | 124,163,383 | 136,022,394 | 105,226,831 | ||||||||||||
Dilutive potential shares of common stock | 138,056,264 | 124,163,383 | 136,022,394 | 105,226,831 | ||||||||||||
Net loss per share of common stock: | ||||||||||||||||
Basic | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | ||||
Diluted | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) |
15
Geospatial Corporation and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
September 30, 2015
Note 6 – Net Loss Per Share of Common Stock (continued)
The following securities were not included in the computation of diluted net loss per share, as their effect would have been anti-dilutive:
Three Months Ended September 30, 2015 | Three Months Ended September 30, 2014 | Nine months Ended September 30, 2015 | Nine months Ended September 30, 2014 | |||||||||||||
Series B Convertible Preferred Stock | — | 5,300,490 | 1,325,123 | 21,672,035 | ||||||||||||
Options and warrants to purchase common stock | 14,345,798 | 8,110,405 | 14,345,798 | 10,698,719 | ||||||||||||
Warrants to purchase Series B Convertible Preferred Stock | 67,646 | 1,689,792 | 67,646 | 2,337,517 | ||||||||||||
Unsecured Convertible Promissory Notes | — | — | — | — | ||||||||||||
Secured Promissory Note | 6,732,841 | — | 4,310,455 | — | ||||||||||||
Senior Convertible Redeemable Notes | — | 2,937,368 | 1,464,024 | 2,936,579 | ||||||||||||
Total | 21,146,285 | 18,038,055 | 21,513,046 | 37,644,850 |
16
Geospatial Corporation and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
September 30, 2015
Note 7 – Stock-Based Payments
During the nine months ended September 30, 2015, the Company granted stock appreciation rights on 1,362,500 shares of the Company’s common stock to eligible employees and consultants pursuant to the 2013 Equity Incentive Plan.
During the nine months ended September 30, 2015, the Company granted warrants to purchase 3,962,641 shares of the Company’s common stock to lenders in connection with loans to the Company, and warrants to purchase 1,300,000 shares of the Company’s common stock to consultants.
Note 8 – Gains on Extinguishment of Debt
Due to significant cash flow problems, the Company has negotiated concessions on the amounts of certain liabilities and extensions of payment terms. The Company accounts for such concessions in accordance with Financial Accounting Standards Board Accounting Standards Codification 470-60, Troubled Debt Restructurings by Debtors, and recognizes gains to the extent that the carrying value of the liability exceeds the fair value of the restructured payment plan. Such gains are included as “Gains on extinguishment of debt” in “Other income and expenses” on the Company’s Consolidated Statement of Operations. In addition, the Company has accounts payable that have aged or are expected to age beyond the statute of limitations. The Company is amortizing those liabilities over the remaining term of the statute of limitations. Gains on extinguishment of debt amounted to $73,181 and $74,528 during the three months ended September 30, 2015 and 2014, respectively, and $219,544 and $310,002 during the nine months ended September 30, 2015 and 2014, respectively.
Note 9 – Registration Payment Arrangements
The Company is contractually obligated to issue shares of its common stock to certain investors for failure to register shares of its common stock under the Securities Act of 1933, as amended (the “Securities Act”). The Company has recorded a liability for the estimated number of shares to be issued at the fair value of the stock to be issued. The Company measures fair value by the price of its common stock at its most recent sale. The Company reviews its estimate of the number of shares to be issued and the fair value of the stock to be issued quarterly. The liability is included on the Consolidated Balance Sheet under the heading “accrued registration payment arrangement,” and amounted to $1,334,629 at September 30, 2015, and $2,525,075 at December 31, 2014. Gains or losses resulting from changes in the carrying amount of the liability are included in the Consolidated Statement of Operations in other income and expense under the heading “registration payment arrangements” which amounted to gains of $1,190,446 during the nine months ended September 30, 2015. There were no such gains or losses during the three months ended September 30, 2015, or during the three and nine months ended September 30, 2014.
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ITEM2: MANAGEMENT’SDISCUSSION&ANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS
Overview
YoushouldreadthefollowingManagement’sDiscussionandAnalysisofFinancialConditionandResultsofOperations(“MD&A”)togetherwithour financialstatementsandnotestheretoasofandfortheyearendedDecember31,2014,andforthethreemonthsendedMarch31,2015,filedwithourRegistration StatementonFormS-1onJune12,2015,andourfinancialstatementsandnotestheretoasofandforthethreeandnine monthsendedSeptember 30,2015,whichappear elsewhereinthisQuarterlyReportonForm10-Q.
Weprovidecloud-basedgeospatialsolutionstoaccuratelylocateanddigitallymapundergroundpipelinesandotherinfrastructureinthreedimensions. Ourprofessionalstaffofferstheexpertise,ability,andtechnologiesrequiredtodesignandexecutesolutionsthataredeliveredinacloud-basedGIS(geographic informationsystem)platform.
We believe that the market for aggregating and maintaining positional data for underground assets is maturing, and that business and governmental entitiesarebeginningtounderstandthevalueofsuchdata.Webelievethatthisdevelopingmarketpresentsuswithanopportunitytodeliverlong-termvaluetoour shareholders. In order to realize that value, our primary challenge is to raise working capital sufficient to operate our business, and investment capital to hire employees,acquireassets,andexpandourbusiness.Managementiscurrentlyfocusedonraisingcapital,andplanningtopositionourbusinesstocapitalizeonthe maturing market for positional data once such capital is in place, including identifying new technologies for aggregating positional data, developing our GeoUnderground software, and planning the strategies and processes for our upcoming marketing campaigns. We use financial and non-financial performance indicatorstoassessourbusiness,includingliquiditymeasures,revenues,grossmargins,operatingrevenue,andbacklog.
LiquidityandCapitalResources
AtSeptember 30,2015,wehadcurrentassetsof$486,643,andcurrentliabilitiesof$5,889,358.
OurCompanyhasincurrednetlossessinceinception.Ouroperationsandcapitalrequirementshavebeenfundedbysalesofourcommonandpreferred stockandadvancesfromourchiefexecutiveofficer.AtSeptember 30,2015,currentliabilitiesexceededcurrentassetsby$5,402,715,andtotalliabilitiesexceededtotal assetsby$5,245,896.Thosefactorsraisedoubtsaboutourabilitytocontinueasagoingconcern.
In 2012, we raised approximately $632,000 in cash through private sales of our Series B Convertible Preferred Stock (“Series B Stock”), and converted approximately $215,000 in liabilities to Series B Stock. In 2013, we raised approximately $3,246,000 through private sales of our Series B Stock and common stock, and converted approximately $4,926,000 of liabilities to Series B Stock and common stock. During 2014, we raised approximately $2,430,000 through private sales of our common stock, and approximately $272,000 through the exercise of outstanding warrants to purchase Series B Stock and common stock. In addition,wehavenegotiatedsettlementsorlong-termextensionsonapproximately$1,776,000ofliabilitiesfrom2012through2014.Weenteredintoanagreement with Reduct NV, licensor of our former exclusive technology, on May 10, 2013 that eliminates all prior liabilities to Reduct in consideration for the issuance of 9,000,000 shares of our common stock, warrants to purchase 3,500,000 shares of our common stock, and purchases of $300,000 of equipment from Reduct. The agreement allows us to purchase their products on a non-exclusive basis without the minimum purchase requirements to maintain the exclusive license. On February 26, 2015, an outstanding Senior Secured Redeemable Note with a balance due of approximately $1.6 million was converted into shares of our common stock.
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OnJanuary 16,2015,weissuedaSeniorSecuredPromissoryNotetoHorbergEnterprisesLLC(the“HorbergNote”)intheprincipalamountof$500,000. TheHorbergNotewasdueonApril8,2015,andaccruednointerestthroughtheduedate.TheHorbergNotewassecuredbyliensonallofourassets.Wealso issuedHorbergEnterprises LLCwarrantstopurchase1,500,000sharesofourcommonstockinconsiderationforitspurchasingtheHorbergNote.Proceedsfrom theissuanceoftheHorbergNotewereusedforworkingcapitalpurposes.WerepaidtheHorbergNoteonApril3,2015.
OnApril2,2015,weissuedaSecuredPromissoryNotetoDavidM.Truitt(the“TruittNote”)intheprincipalamountof$1,000,000.TheTruittNoteis dueonOctober2,2015,andbearsinterestat10%perannum.TheTruittNoteissecuredbyliensonallofourassets,andisconvertibleintosharesofourcommon stock at the option of the holder. We also issued Mr. Truitt warrants to purchase 2,000,000 shares of our common stock in consideration for his purchasing the TruittNote.ProceedsfromtheissuanceoftheTruittNotewereusedtorepaytheHorbergNoteandforworkingcapitalpurposes.
During 2015, we raised approximately $421,000 in cash through private sales of our common stock. Also during 2015, we issued Unsecured Convertible Promissory Notes (the “Unsecured Notes”) with principal amounts totaling approximately $299,000, which bear interest at 10% per annum. The Unsecured Notes are convertible into shares of our common stock at the option of the holder. We issued warrants to purchase 408,891 shares of our common stock in connection with the Unsecured Notes. Proceeds from the Unsecured Notes were used for working capital purposes.
OnSeptember17,2014,weenteredintoanAssetPurchaseAgreementtoacquiresubstantiallyalltheassetsofSelectAnalyticsLLC,acompanythat operatestheShaleNavigatorwebsite,andisengagedinthebusinessofaggregating,managing,andsellinginfrastructuredata.PursuanttotheAssetPurchase Agreement,wewillberequiredtopay$160,000incashandissue550,000sharesoftheCompany’scommonstocktothesellerduring2015.
ManagementiscontinuingeffortstosecurefundingsufficientfortheCompany’soperatingandcapitalrequirementsthroughprivatesalesofcommon stock,andtonegotiatesettlementsorextensionsofexistingliabilities.Theproceedsofsuchsalesofstock,ifany,willbeusedtofundgeneralworkingcapital needs.
Beginningin2012,wechangedthefocusofourcompanytopositionustogeneraterevenuefromdataacquisitionanddatamanagement.Weexpanded ourserviceofferingstoprovidedataacquisitionservicesutilizingtwelvedifferenttechnologies.Wedevelopednew,cloud-basedmappingsoftwaretobemarketed under our existing name GeoUndergound that replaces our previous version of GeoUnderground. We currently utilize GeoUnderground to deliver data to customers. We intend to offer GeoUnderground as a subscription-based stand-alone product beginning in the first quarter of 2016. Webelievethatourchangesto ouroperatingfocuswillenableustobegintogeneratesignificantrevenuefromoperations.
Webelievethatouractionsandplannedactionswillenableustofinanceouroperationsbeyondthenexttwelvemonths.
Wedonotbelievethatinflationandchangingpriceswillhaveamaterialimpactonournetsalesandrevenues,oronincomefromcontinuingoperations.
ResultsofOperations
Wehad no sales during the three months ended September 30, 2015, andsalesof$20,800duringthenine monthsendedSeptember 30,2015.Costofsaleswere$33,545and$113,114forthethreeandnine months,respectively,endedSeptember 30,2015.Forthethreeandnine monthsendedSeptember 30,2014,saleswere$58,400and$254,151,respectively,andcostofsales were$49,809and$145,626,respectively.Oursaleshavefluctuatedthroughout2015and2014asourabilitytomarketandperformjobswashamperedbyour financialcondition.Weexpectsalesandcostofsalestocontinuetofluctuateasourbusinesscontinuestomature.
Selling,general,andadministrative(“SG&A”)expenseswere$698,559and$2,021,897forthethreeandnine monthsendedSeptember 30,2015,respectively, comparedto$724,098and$1,967,784forthethreeandnine months,respectively,endedSeptember 30,2014. The decrease in SG&A costs for the three months ended September 30, 2015 compared to the three months ended September 30, 2014 was due to decreases in development costs associated with our software, and decreases in professional fees, which was partially offset by an increase in payroll costs related to our expanded technical staff in 2015.TheincreaseinSG&Acostsforthenine months endedSeptember 30,2015comparedtothenine monthsendedSeptember 30,2014 wasduetoincreasedpayrollcostsrelatedtoourexpandedtechnicalstaffin2015.
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Otherincomeandexpenseforthethreeandnine monthsendedSeptember 30,2015wasanetincomeof$31,387and$1,246,281,respectively,whichincluded interest expense of $41,794 and $163,709, respectively, gains on extinguishment of debt of $73,181 and $219,544, respectively, and gains related to registration paymentarrangementsof$0and$1,190,446,respectively.Otherincomeandexpenseforthethreeandnine monthsendedSeptember 30,2014wasanetincomeof $34,182and$190,748,respectively,whichincludedinterestexpenseof$40,346and$119,254,respectively,andgainsonextinguishmentofdebtof$74,528and $310,002,respectively.Theincreaseininterestexpensein2015wasduetointerestonnewloansin2015,andinterestonhigherbalancesforexistingloans.The gainsonextinguishmentofdebtresultedfromsettlementagreementsonpriorliabilities.
Gains or expense related to registration payment arrangements result from a series of Stock Subscription Agreements we entered into in 2009 and 2010 (the “Stock Subscription Agreements”). We are required to register the shares of common stock sold pursuant to the Stock Subscription Agreements under the SecuritiesAct.OurfailuretoregisterthesharesofcommonstockundertheSecuritiesActresultedinourobligationtoissueadditionalshares(“PenaltyShares”)to investors who purchased shares pursuant to the Stock Subscription Agreements. We recorded a liability on our books for the value of the estimated number of shares to be issued. We incur losses on our registration payment arrangements when the estimated number of Penalty Shares to be issued increases, or when the value of our common stock increases. We record gains on our registration payment arrangements when the estimated number of Penalty Shares to be issued decreases,orwhenthevalueofourcommonstockdecreases.
During the nine months ended September 30, 2015, we had gains related to registration payment arrangements due to decreases in the value of our commonstockandtheestimatednumberofPenaltySharestobeissued.Wehadnogainsorexpenserelatedtoregistrationpaymentarrangementsduringthenine monthsendedSeptember 30,2014.Weexpectthatincomeorexpenserelatedtoregistrationpaymentarrangementswillfluctuateasthepriceofourcommon stockandtheestimateofthenumberofPenaltySharestobeissuedfluctuate.
Wehadnobenefitfromincometaxesduringthethreeandnine monthsendedSeptember 30,2015or2014,asourdeferredtaxbenefitwascompletelyoffsetbya valuationallowanceduetotheuncertaintyofrealizationofthebenefit.
Off-BalanceSheetArrangements
TheCompanyhadnooff-balancesheetarrangementsasofSeptember 30,2015.
ApplicationofCriticalAccountingPolicies
We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financialstatements,andthereportedamountsofrevenuesandexpensesduringthereportingperiod.Actualresultscoulddifferfromthoseestimates.Estimatesand assumptionswhich,inouropinion,aresignificanttotheunderlyingamountsincludedinthefinancialstatementsandforwhichitwouldbereasonablypossiblethat futureeventsorinformationcouldchangethoseestimatesinclude:
RegistrationPaymentArrangements.Wearecontractuallyobligatedtoissuesharesofourcommonstocktocertaininvestorsforfailuretoregistertheir sharesofourcommonstockundertheSecuritiesAct.Wehaverecordedaliabilityfortheestimatednumberofsharestobeissuedatthefairvalueofthestockto beissued.Wereviewonaquarterlybasisourestimateofthenumberofsharestobeissuedandthefairvalueofthestocktobeissued.
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Realization of Deferred Income Tax Assets.We provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between financial reporting and tax accounting methods and any available operating loss or tax credit carryovers. At September 30, 2015,wehadadeferredtaxassetresultingprincipallyfromournetoperatinglossdeductioncarryforwardavailablefortaxpurposesinfutureyears.Thisdeferred taxassetiscompletelyoffsetbyavaluationallowanceduetotheuncertaintyofrealization.Weevaluatethenecessityofthevaluationallowancequarterly.
Estimated Costs to Complete Fixed-Price Contracts.We record revenues for fixed-price contracts under the percentage-of-completion method of accounting,wherebyrevenuesarerecognizedratablyasthosecontractsarecompleted.Thisrateisbasedprimarilyontheproportionofcontractcostsincurredto datetototalcontractcostsprojectedtobeincurredfortheentireproject,ortheproportionofmeasurableoutputcompletedtodatetototaloutputanticipatedforthe entireproject.Wereviewourestimatesofcoststocompleteeachcontractquarterly,andmakeadjustmentsifnecessary.AtSeptember 30,2015,wedonotbelievethat materialchangesto contractcostestimatesatcompletionforanyofouropencontractsarereasonablylikelytooccur.
ITEM3. QUANTITATIVEANDQUALITATIVEDISCLOSURESABOUTMARKETRISK
InterestRateRisk—Interestrateriskreferstofluctuationsinthevalueofasecurityresultingfromchangesinthegenerallevelofinterestrates.Wedonot havesignificantshort-terminvestments.Accordingly,webelievethatwedonothaveamaterialinterestrateexposure.
ForeignCurrencyRisk—OurfunctionalcurrencyistheUnitedStatesdollar.Wedonotcurrentlyhaveanyassetsorliabilitiesdenominatedinforeign currencies.Consequently,wehavenodirectexposuretoforeigncurrencyrisk.
CommodityPriceRisk—Basedonthenatureofourbusiness,wehavenodirectexposuretocommoditypricerisk.
ITEM4. CONTROLS ANDPROCEDURES.
DisclosureControlsandProcedures
TheCompanymaintainsdisclosurecontrolsandproceduresthataredesignedtoensurethatinformationrequiredtobedisclosedinthereportsthatthe CompanyfilesorsubmitsundertheSecuritiesExchangeActof1934isrecorded,processed,summarized,andreportedwithinthetimeperiodsspecifiedinthe United States Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management,includingitsChiefExecutiveOfficerandChiefFinancialOfficer,asappropriate,toallowtimelydecisionsregardingrequireddisclosure.
Asoftheendoftheperiodcoveredbythisreport,theCompanycarriedoutanevaluation,underthesupervisionandwiththeparticipationofCompany management,includingtheChiefExecutiveOfficerandtheChiefFinancialOfficer,oftheeffectivenessofthedesignandoperationoftheCompany’sdisclosure controlsandprocedurespursuanttotheSecuritiesExchangeActof1934(“ExchangeAct”)Rules13a-15(e)and15d-15(e).Basedupon,andasofthedateofthis evaluation,theChiefExecutiveOfficerandtheChiefFinancial OfficerconcludedthattheCompany’sdisclosurecontrolsandprocedureswereeffective.
ChangesinInternalControloverFinancialReporting
TherewerenochangesinourinternalcontroloverfinancialreportingduringthethreemonthsendedSeptember 30,2015thathavemateriallyaffected,orare reasonablylikelytomateriallyaffect,ourinternalcontroloverfinancialreporting.
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ITEM2. SALESOFUNREGISTEREDEQUITYSECURITIESANDUSEOFPROCEEDS
Between July 9, 2015 and September 14, 2015,theCompanysold 650,000sharesofitscommonstocktofiveinvestorsatasalespriceof$0.20pershare,foranaggregatesalespriceof$130,000.Thesalestookplaceinaseriesofprivateplacementtransactionspursuanttotheexemptionfromtheregistrationrequirementsof theSecuritiesActprovidedbySection4(2)oftheSecuritiesActand/orRegulationD.Thepurchasersareaccreditedinvestors,andtheCompanyconductedtheprivateplacementswithoutanygeneralsolicitationoradvertisement,andwitharestrictiononresale.
Between October 27, 2015 and November 10, 2015,theCompanysold 652,500sharesofitscommonstockto fourinvestorsatasalespriceof$0.10pershare,foranaggregatesalespriceof$261,000.ThesalestookplaceinaseriesofprivateplacementtransactionspursuanttotheexemptionfromtheregistrationrequirementsoftheSecuritiesActprovidedbySection4(2)oftheSecuritiesActand/orRegulationD.Thepurchasersareaccreditedinvestors,andtheCompanyconductedtheprivateplacementswithoutanygeneralsolicitationoradvertisement,andwitharestrictiononresale.
Between July 8,2015 and July 29, 2015,theCompanyissuedUnsecuredConvertiblePromissoryNotes to three lendersinthe aggregateprincipalamountof$150,000,whichisconvertibleintosharesofcommonstockattheoptionoftheholders,andwarrantstopurchase 210,000sharesofitscommonstockatanexercisepriceof$0.20pershare.The issuancewasmadepursuanttotheexemptionfromtheregistrationrequirementsoftheSecuritiesActprovidedbySection4(2)oftheSecuritiesActand/orRegulationD.Therecipients areaccreditedinvestors,andtheCompanyissuedthe Unsecured Convertible PromissoryNotesandthewarrantswithoutanygeneralsolicitationoradvertisement andwitharestrictiononresale.
On August 13,2015,theCompanyissued anUnsecuredConvertiblePromissoryNote to a lenderintheprincipalamountof$30,000,whichis convertibleintosharesofcommonstockattheoptionoftheholder,andwarrantstopurchase 3,000sharesofitscommonstockatanexercisepriceof$0.25pershare.TheissuancewasmadepursuanttotheexemptionfromtheregistrationrequirementsoftheSecuritiesActprovidedbySection4(2)oftheSecuritiesActand/orRegulationD.Therecipient is anaccreditedinvestor,andtheCompanyissuedthe Unsecured Convertible PromissoryNoteandthewarrantswithoutanygeneralsolicitationoradvertisementandwitharestrictiononresale.
On September 30,2015,theCompanyissuedtoThomasR.Oxenreiter,theCompany’sChiefFinancialOfficerandDirector, an Unsecured Convertible Promissory Note in the principal amount of $6,891, which is convertible into shares of the Company’s common stock at the option of the holder,andwarrantstopurchase 6,891sharesoftheCompany’scommonstockatanexercisepriceof$0.20pershare.TheissuancewasmadepursuanttotheexemptionfromtheregistrationrequirementsoftheSecuritiesActprovidedbySection4(2)oftheSecuritiesActand/orRegulationD.Mr.Oxenreiterisanaccreditedinvestor,andtheCompanyissuedthecommonstockandwarrantswithoutanygeneralsolicitationoradvertisementandwitharestrictiononresale.
On October 13,2015,theCompanyissuedtoThomasR.Oxenreiter,theCompany’sChiefFinancialOfficerandDirector, an Unsecured Convertible Promissory Note in the principal amount of $12,000, which is convertible into shares of the Company’s common stock at the option of the holder,andwarrantstopurchase 12,000sharesoftheCompany’scommonstockatanexercisepriceof$0.15pershare.TheissuancewasmadepursuanttotheexemptionfromtheregistrationrequirementsoftheSecuritiesActprovidedbySection4(2)oftheSecuritiesActand/orRegulationD.Mr.Oxenreiterisanaccreditedinvestor,andtheCompanyissuedthecommonstockandwarrantswithoutanygeneralsolicitationoradvertisementandwitharestrictiononresale.
Exhibit | Description | |||
31.1 | Rule 13a-14(a) Certification of Mark A. Smith | |||
31.2 | Rule 13a-14(a) Certification of Thomas R. Oxenreiter | |||
32.1 | Section 1350 Certification of Chief Executive Officer | |||
32.2 | Section 1350 Certification of Chief Financial Officer | |||
101.INS | XBRL Instance Document | |||
101.SCH | XBRL Taxonomy Extension Schema Document | |||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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SIGNATURES
PursuanttotherequirementsoftheSecuritiesExchangeActof1934,theRegistranthasdulycausedthisreporttobesignedonitsbehalfbytheundersigned hereunto dulyauthorized.
Geospatial Corporation (Registrant) | ||
(Registrant) | ||
Date: November 20, 2015 | By: | /S/ MARK A. SMITH |
Name: Title: | Mark A. Smith Chief Executive Officer | |
By: | /S/ THOMAS R. OXENREITER | |
Name: | Thomas R. Oxenreiter | |
Title: | Chief Financial Officer |