x
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
|
For the fiscal quarter ended June 30, 2020
|
|
|
|
o
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
|
Commission file number 000-50254
|
LAKE AREA CORN PROCESSORS, LLC
|
|||
(Exact name of registrant as specified in its charter)
|
|||
|
|||
South Dakota
|
|
46-0460790
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|||
46269 SD Highway 34
P.O. Box 100
Wentworth, South Dakota
|
|
57075
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|||
(605) 483-2676
|
|||
(Registrant's telephone number, including area code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
Page No.
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019*
|
||||
ASSETS
|
(unaudited)
|
|
|
||||
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,822,648
|
|
|
$
|
12,823,653
|
|
Accounts receivable
|
7,926,635
|
|
|
1,576,093
|
|
||
Inventory
|
7,702,565
|
|
|
10,543,422
|
|
||
Derivative financial instruments
|
589,619
|
|
|
505,025
|
|
||
Prepaid expenses
|
346,530
|
|
|
479,422
|
|
||
Total current assets
|
19,387,997
|
|
|
25,927,615
|
|
||
|
|
|
|
||||
PROPERTY AND EQUIPMENT
|
|
|
|
||||
Land
|
874,473
|
|
|
874,473
|
|
||
Land improvements
|
8,631,224
|
|
|
8,631,224
|
|
||
Buildings
|
9,316,576
|
|
|
9,316,576
|
|
||
Equipment
|
95,635,121
|
|
|
95,395,121
|
|
||
Construction in progress
|
179,037
|
|
|
150,925
|
|
||
|
114,636,431
|
|
|
114,368,319
|
|
||
Less accumulated depreciation
|
(50,520,937
|
)
|
|
(47,660,838
|
)
|
||
Net property and equipment
|
64,115,494
|
|
|
66,707,481
|
|
||
|
|
|
|
||||
OTHER ASSETS
|
|
|
|
||||
Goodwill
|
10,395,766
|
|
|
10,395,766
|
|
||
Investments
|
15,292,998
|
|
|
16,682,169
|
|
||
Other
|
89,291
|
|
|
97,287
|
|
||
Total other assets
|
25,778,055
|
|
|
27,175,222
|
|
||
|
|
|
|
||||
TOTAL ASSETS
|
$
|
109,281,546
|
|
|
$
|
119,810,318
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
|
June 30, 2020
|
|
December 31, 2019*
|
||||
LIABILITIES AND MEMBERS’ EQUITY
|
(unaudited)
|
|
|
||||
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Outstanding checks in excess of bank balance
|
$
|
2,063,243
|
|
|
$
|
1,155,264
|
|
Accounts payable
|
4,367,796
|
|
|
13,812,388
|
|
||
Accrued liabilities
|
918,946
|
|
|
933,668
|
|
||
Derivative financial instruments
|
214,931
|
|
|
698,850
|
|
||
Current portion of notes payable
|
186
|
|
|
1,000,000
|
|
||
Other
|
4,000
|
|
|
4,000
|
|
||
Total current liabilities
|
7,569,102
|
|
|
17,604,170
|
|
||
|
|
|
|
||||
LONG-TERM LIABILITIES
|
|
|
|
||||
Notes payable
|
43,761,172
|
|
|
37,989,208
|
|
||
Other
|
—
|
|
|
4,000
|
|
||
Total long-term liabilities
|
43,761,172
|
|
|
37,993,208
|
|
||
|
|
|
|
||||
|
|
|
|
||||
MEMBERS' EQUITY (29,620,000 units issued and outstanding)
|
57,951,272
|
|
|
64,212,940
|
|
||
|
|
|
|
||||
TOTAL LIABILITIES AND MEMBERS' EQUITY
|
$
|
109,281,546
|
|
|
$
|
119,810,318
|
|
|
|
|
|
||||
|
|
|
|
|
Three Months Ended June 30, 2020
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2019
|
||||||||
|
|
|
|
|
|
|
|
||||||||
REVENUES
|
$
|
25,424,832
|
|
|
$
|
26,096,989
|
|
|
$
|
57,881,070
|
|
|
$
|
47,710,287
|
|
|
|
|
|
|
|
|
|
||||||||
COSTS OF REVENUES
|
19,812,907
|
|
|
24,798,025
|
|
|
60,118,787
|
|
|
43,961,060
|
|
||||
|
|
|
|
|
|
|
|
||||||||
GROSS PROFIT (LOSS)
|
5,611,925
|
|
|
1,298,964
|
|
|
(2,237,717
|
)
|
|
3,749,227
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OPERATING EXPENSES
|
945,709
|
|
|
926,379
|
|
|
2,285,547
|
|
|
1,935,707
|
|
||||
|
|
|
|
|
|
|
|
||||||||
INCOME (LOSS) FROM OPERATIONS
|
4,666,216
|
|
|
372,585
|
|
|
(4,523,264
|
)
|
|
1,813,520
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
||||||||
Interest and other income
|
31,660
|
|
|
15,657
|
|
|
346,030
|
|
|
151,064
|
|
||||
Equity in net (loss) of investments
|
(66,498
|
)
|
|
(290,515
|
)
|
|
(1,225,802
|
)
|
|
(76,653
|
)
|
||||
Interest expense
|
(418,003
|
)
|
|
(290,624
|
)
|
|
(858,632
|
)
|
|
(290,624
|
)
|
||||
Total other (expense)
|
(452,841
|
)
|
|
(565,482
|
)
|
|
(1,738,404
|
)
|
|
(216,213
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
NET INCOME (LOSS)
|
$
|
4,213,375
|
|
|
$
|
(192,897
|
)
|
|
$
|
(6,261,668
|
)
|
|
$
|
1,597,307
|
|
|
|
|
|
|
|
|
|
||||||||
BASIC AND DILUTED EARNINGS (LOSS) PER UNIT
|
$
|
0.14
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
||||||||
WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING FOR THE CALCULATION OF BASIC & DILUTED EARNINGS (LOSS) PER UNIT
|
29,620,000
|
|
|
29,620,000
|
|
|
29,620,000
|
|
|
29,620,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
DISTRIBUTIONS DECLARED PER UNIT
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Members' Equity
|
||
|
|
||
Balance - December 31, 2018
|
$
|
68,037,124
|
|
|
|
||
Net income for the three-month period ended March 31, 2019
|
1,790,204
|
|
|
|
|
||
Balance - March 31, 2019
|
69,827,328
|
|
|
|
|
||
Net (loss) for the three-month period ended June 30, 2019
|
(192,897
|
)
|
|
|
|
||
Balance - June 30, 2019
|
$
|
69,634,431
|
|
|
Members' Equity
|
||
|
|
||
Balance - December 31, 2019
|
$
|
64,212,940
|
|
|
|
||
Net (loss) for the three-month period ended March 31, 2020
|
(10,475,043
|
)
|
|
|
|
||
Balance - March 31, 2020
|
53,737,897
|
|
|
|
|
||
Net income for the three-month period ended June 30, 2020
|
4,213,375
|
|
|
|
|
||
Balance - June 30, 2020
|
$
|
57,951,272
|
|
•
|
sales of ethanol
|
•
|
sales of distillers grains
|
•
|
sales of distillers corn oil
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues ethanol
|
|
$
|
20,304,373
|
|
|
$
|
20,673,752
|
|
|
$
|
43,486,152
|
|
|
$
|
37,009,577
|
|
Revenues distillers grains
|
|
4,010,385
|
|
|
4,420,567
|
|
|
11,735,394
|
|
|
8,904,917
|
|
||||
Revenues distillers corn oil
|
|
1,110,074
|
|
|
1,002,670
|
|
|
2,659,524
|
|
|
1,795,793
|
|
||||
|
|
$
|
25,424,832
|
|
|
$
|
26,096,989
|
|
|
$
|
57,881,070
|
|
|
$
|
47,710,287
|
|
|
|
Balance Sheet Classification
|
|
June 30, 2020
|
|
December 31, 2019*
|
||||
|
|
|
|
|
|
|
||||
Forward contracts in gain position
|
|
|
|
$
|
109,237
|
|
|
$
|
160,687
|
|
Futures contracts in gain position
|
|
|
|
79,825
|
|
|
33,338
|
|
||
Futures contracts in loss position
|
|
|
|
(150,400
|
)
|
|
(1,500
|
)
|
||
Total
|
|
|
|
38,662
|
|
|
192,525
|
|
||
Cash held by broker
|
|
|
|
550,957
|
|
|
312,500
|
|
||
|
|
Current Assets
|
|
$
|
589,619
|
|
|
$
|
505,025
|
|
|
|
|
|
|
|
|
||||
Forward contracts in loss position
|
|
(Current Liabilities)
|
|
$
|
(214,931
|
)
|
|
$
|
(698,850
|
)
|
|
|
Statement of Operations
|
|
Three Months Ended June 30,
|
||||||
|
|
Classification
|
|
2020
|
|
2019
|
||||
Net realized and unrealized gains related to purchase contracts:
|
|
|
|
|
|
|
||||
Futures contracts
|
|
Cost of Revenues
|
|
$
|
333,387
|
|
|
$
|
513,695
|
|
Forward contracts
|
|
Cost of Revenues
|
|
742,543
|
|
|
597,923
|
|
||
|
|
|
|
|
|
|
||||
|
|
Statement of Operations
|
|
Six Months Ended June 30,
|
||||||
|
|
Classification
|
|
2020
|
|
2019
|
||||
Net realized and unrealized gains (losses) related to purchase contracts:
|
|
|
|
|
|
|
||||
Futures contracts
|
|
Cost of Revenues
|
|
$
|
1,436,264
|
|
|
$
|
674,581
|
|
Forward contracts
|
|
Cost of Revenues
|
|
(2,370,490
|
)
|
|
478,549
|
|
|
|
June 30, 2020
|
|
December 31, 2019*
|
||||
Raw materials
|
|
$
|
4,339,694
|
|
|
$
|
4,968,731
|
|
Finished goods
|
|
1,428,629
|
|
|
3,505,224
|
|
||
Work in process
|
|
817,094
|
|
|
952,319
|
|
||
Parts inventory
|
|
1,117,148
|
|
|
1,117,148
|
|
||
|
|
$
|
7,702,565
|
|
|
$
|
10,543,422
|
|
Balance Sheet
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Current Assets
|
|
$
|
134,854,074
|
|
|
$
|
219,618,012
|
|
Other Assets
|
|
214,571,494
|
|
|
226,475,383
|
|
||
Current Liabilities
|
|
123,263,835
|
|
|
187,381,453
|
|
||
Long-term Liabilities
|
|
76,889,035
|
|
|
95,219,540
|
|
||
Members' Equity
|
|
149,272,698
|
|
|
163,492,402
|
|
||
|
|
|
|
|
||||
|
|
Three Months Ended
|
||||||
Income Statement
|
|
June 30, 2020
|
|
June 30, 2019
|
||||
Revenue
|
|
$
|
49,534,870
|
|
|
$
|
75,598,119
|
|
Gross Profit
|
|
7,273,860
|
|
|
2,771,334
|
|
||
Net (Loss)
|
|
(354,889
|
)
|
|
(3,358,215
|
)
|
||
|
|
|
|
|
||||
|
|
Six Months Ended
|
||||||
Income Statement
|
|
June 30, 2020
|
|
June 30, 2019
|
||||
Revenue
|
|
$
|
142,162,849
|
|
|
$
|
136,241,079
|
|
Gross Profit
|
|
2,323,164
|
|
|
8,829,314
|
|
||
Net (Loss)
|
|
(11,473,373
|
)
|
|
(347,474
|
)
|
|
|
|
||
Years Ending June 30,
|
|
Principal
|
||
2021
|
|
$
|
186
|
|
2022
|
|
1,760,593
|
|
|
2023
|
|
1,000,200
|
|
|
2024
|
|
1,000,208
|
|
|
2025
|
|
4,000,215
|
|
|
thereafter
|
|
36,008,998
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
June 30, 2020
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments,
|
|
|
|
|
|
|
|
|
||||||||
futures contracts
|
|
$
|
79,825
|
|
|
$
|
79,825
|
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
109,237
|
|
|
$
|
—
|
|
|
$
|
109,237
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments,
|
|
|
|
|
|
|
|
|
||||||||
futures contracts
|
|
$
|
150,400
|
|
|
$
|
150,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
214,931
|
|
|
$
|
—
|
|
|
$
|
214,931
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2019*
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments,
|
|
|
|
|
|
|
|
|
||||||||
futures contracts
|
|
$
|
33,338
|
|
|
$
|
33,338
|
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
160,687
|
|
|
$
|
—
|
|
|
$
|
160,687
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments,
|
|
|
|
|
|
|
|
|
||||||||
futures contracts
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
698,850
|
|
|
$
|
—
|
|
|
$
|
698,850
|
|
|
$
|
—
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues ethanol
|
$
|
20,324,281
|
|
|
$
|
20,723,838
|
|
|
$
|
43,565,787
|
|
|
$
|
37,103,781
|
|
Revenues distillers dried grains
|
1,140,435
|
|
|
849,741
|
|
|
3,678,750
|
|
|
1,175,323
|
|
||||
Revenues corn oil
|
1,114,584
|
|
|
1,010,829
|
|
|
2,677,418
|
|
|
1,810,516
|
|
||||
Marketing fees ethanol
|
19,909
|
|
|
60,960
|
|
|
79,636
|
|
|
121,920
|
|
||||
Marketing fees distillers dried grains
|
6,078
|
|
|
6,763
|
|
|
23,919
|
|
|
8,940
|
|
||||
Marketing fees corn oil
|
4,510
|
|
|
8,143
|
|
|
17,894
|
|
|
14,577
|
|
||||
Denaturant purchases
|
123,329
|
|
|
205,034
|
|
|
691,893
|
|
|
336,084
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
June 30, 2020
|
|
December 31, 2019*
|
|
|
|
|
||||||||
Amounts due from RPMG
|
$
|
7,417,432
|
|
|
$
|
891,227
|
|
|
|
|
|
||||
Amounts due to RPMG
|
$
|
40,656
|
|
|
$
|
46,234
|
|
|
|
|
|
|
|
2020
|
|
2019
|
||||||||||
Income Statement Data
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Revenues
|
|
$
|
25,424,832
|
|
|
100.0
|
|
|
$
|
26,096,989
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of Revenues
|
|
19,812,907
|
|
|
77.9
|
|
|
24,798,025
|
|
|
95.0
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Gross Profit
|
|
5,611,925
|
|
|
22.1
|
|
|
1,298,964
|
|
|
5.0
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Operating Expense
|
|
945,709
|
|
|
3.7
|
|
|
926,379
|
|
|
3.5
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Income from Operations
|
|
4,666,216
|
|
|
18.4
|
|
|
372,585
|
|
|
1.4
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Other Income (Expense)
|
|
(452,841
|
)
|
|
(1.8
|
)
|
|
(565,482
|
)
|
|
(2.2
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||
Net Income (Loss)
|
|
$
|
4,213,375
|
|
|
16.6
|
|
|
$
|
(192,897
|
)
|
|
(0.7
|
)
|
|
|
2020
|
|
2019
|
||||||||||
Income Statement Data
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Revenues
|
|
$
|
57,881,070
|
|
|
100.0
|
|
|
$
|
47,710,287
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of Revenues
|
|
60,118,787
|
|
|
103.9
|
|
|
43,961,060
|
|
|
92.1
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Gross Profit
|
|
(2,237,717
|
)
|
|
(3.9
|
)
|
|
3,749,227
|
|
|
7.9
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Operating Expense
|
|
2,285,547
|
|
|
3.9
|
|
|
1,935,707
|
|
|
4.1
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Income from Operations
|
|
(4,523,264
|
)
|
|
(7.8
|
)
|
|
1,813,520
|
|
|
3.8
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Other Income (Expense)
|
|
(1,738,404
|
)
|
|
(3.0
|
)
|
|
(216,213
|
)
|
|
(0.5
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||
Net Income (Loss)
|
|
$
|
(6,261,668
|
)
|
|
(10.8
|
)
|
|
$
|
1,597,307
|
|
|
3.3
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2020
|
|
2019
|
||||
Net cash (used in) operating activities
|
|
$
|
(15,414,500
|
)
|
|
$
|
(768,127
|
)
|
Net cash (used in) investing activities
|
|
(264,884
|
)
|
|
(8,268,017
|
)
|
||
Net cash provided by financing activities
|
|
5,678,379
|
|
|
13,529,846
|
|
|
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
|
|
Unit of Measure
|
|
Hypothetical Adverse Change in Price
|
|
Approximate Adverse Change to Income
|
||||
Ethanol
|
92,000,000
|
|
|
Gallons
|
|
10
|
%
|
|
$
|
13,156,000
|
|
Corn
|
28,768,915
|
|
|
Bushels
|
|
10
|
%
|
|
$
|
8,630,674
|
|
Natural Gas
|
1,460,040
|
|
|
MMBTU
|
|
10
|
%
|
|
$
|
237,987
|
|
|
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
|
|
Unit of Measure
|
|
Hypothetical Adverse Change in Price
|
|
Approximate Adverse Change to Income
|
||||
Ethanol
|
92,000,000
|
|
|
Gallons
|
|
10
|
%
|
|
$
|
13,064,000
|
|
Corn
|
24,526,548
|
|
|
Bushels
|
|
10
|
%
|
|
$
|
10,227,570
|
|
Natural Gas
|
1,236,578
|
|
|
MMBTU
|
|
10
|
%
|
|
$
|
248,552
|
|
Exhibit No.
|
Exhibit
|
|
10.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101
|
|
The following financial information from Lake Area Corn Processors, LLC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019, (ii) Consolidated Statements of Income for the three and six months ended June 30, 2020 and 2019, (iii) Consolidated Statements of Cash Flows for the three and six months ended June 30, 2020 and 2019, and (iv) the Notes to Unaudited Consolidated Financial Statements.**
|
|
LAKE AREA CORN PROCESSORS, LLC
|
||
|
|
||
Date:
|
August 14, 2020
|
/s/ Scott Mundt
|
|
|
Scott Mundt
|
||
|
President and Chief Executive Officer
(Principal Executive Officer)
|
||
|
|
||
Date:
|
August 14, 2020
|
/s/ Robbi Buchholtz
|
|
|
Robbi Buchholtz
|
||
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
1.
|
The following Definitions under Article 1 Definitions of the Credit Agreement is hereby amended to read as follows:
|
2.
|
The following Sections are hereby amended to read as follows:
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 14, 2020
|
/s/ Scott Mundt
|
|
|
|
Scott Mundt,
Chief Executive Officer
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 14, 2020
|
/s/ Robbi Buchholtz
|
|
|
|
Robbi Buchholtz,
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
Dated:
|
August 14, 2020
|
|
/s/ Scott Mundt
|
|
|
|
Scott Mundt,
|
|
|
|
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
Dated:
|
August 14, 2020
|
|
/s/ Robbi Buchholtz
|
|
|
|
Robbi Buchholtz,
|
|
|
|
Chief Financial Officer
|
|
|
|
|