Nevada
(State or other jurisdiction of incorporation or organization)
|
26-0657736
(I.R.S. Employer Identification No.)
|
1658 Cole Boulevard
Building 6, Suite 210
Lakewood CO
(Address of principal executive offices)
|
80401
(Zip Code)
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
x
|
PART I – FINANCIAL INFORMATION
|
Page
|
|
ITEM 1
|
Financial Statements
|
3
|
ITEM 2
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
23
|
ITEM 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
28
|
ITEM 4
|
Controls and Procedures
|
28
|
PART II – OTHER INFORMATION
|
||
ITEM 1
|
Legal Proceedings
|
29
|
ITEM 1A
|
Risk Factors
|
29
|
ITEM 2
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
29
|
ITEM 3
|
Defaults Upon Senior Securities
|
29
|
ITEM 4
|
Mine Safety Disclosures
|
30
|
ITEM 5
|
Other Information
|
30
|
ITEM 6
|
Exhibits
|
30
|
PERSHING GOLD CORPORATION AND SUBSIDIARIES
|
(FORMERLY SAGEBRUSH GOLD LTD.)
|
(AN EXPLORATION STAGE COMPANY)
|
CONSOLIDATED BALANCE SHEETS
|
March 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$ | 2,082,116 | $ | 3,218,191 | ||||
Other receivables
|
- | 77,364 | ||||||
Prepaid expenses - current portion
|
306,363 | 502,837 | ||||||
Total Current Assets
|
2,388,479 | 3,798,392 | ||||||
NON - CURRENT ASSETS:
|
||||||||
Property and equipment, net - (see Note 6)
|
7,160,366 | 7,386,776 | ||||||
Mineral rights - (see Note 5)
|
16,786,912 | 16,786,912 | ||||||
Reclamation bond deposit - (see Note 5)
|
4,645,533 | 4,645,533 | ||||||
Deposits
|
3,884 | 3,884 | ||||||
Total Non - Current Assets
|
28,596,695 | 28,823,105 | ||||||
Total Assets
|
$ | 30,985,174 | $ | 32,621,497 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable and accrued expenses
|
$ | 822,258 | $ | 778,314 | ||||
Note payable - current portion (see Note 7)
|
23,036 | 23,036 | ||||||
Note payable - related party, net of debt discount - (see Note 8)
|
486,250 | 486,250 | ||||||
Total Current Liabilities
|
1,331,544 | 1,287,600 | ||||||
LONG-TERM LIABILITIES:
|
||||||||
Note payable - long term portion (see Note 7)
|
55,671 | 59,510 | ||||||
Total Liabilities
|
1,387,215 | 1,347,110 | ||||||
Commitments and Contingencies
|
||||||||
STOCKHOLDERS' EQUITY :
|
||||||||
Preferred stock, $0.0001 par value; 50,000,000 authorized - (see Note 9)
|
||||||||
Convertible Series A Preferred stock ($.0001 Par Value; 2,250,000 Shares Authorized;
|
||||||||
none issued and outstanding as of March 31, 2013 and December 31, 2012, respectively)
|
- | - | ||||||
Convertible Series B Preferred stock ($.0001 Par Value; 8,000,000 Shares Authorized;
|
||||||||
none issued and outstanding as of March 31, 2013 and December 31, 2012, respectively)
|
- | - | ||||||
Convertible Series C Preferred stock ($.0001 Par Value; 3,284,396 Shares Authorized;
|
||||||||
none issued and outstanding as of March 31, 2013 and December 31, 2012, respectively)
|
- | - | ||||||
Convertible Series D Preferred stock ($.0001 Par Value; 7,500,000 Shares Authorized;
|
||||||||
none issued and outstanding as of March 31, 2013 and December 31, 2012)
|
- | - | ||||||
Common stock ($.0001 Par Value; 500,000,000 Shares Authorized;
|
||||||||
273,292,023 and 266,592,023 shares issued and outstanding as of
|
||||||||
March 31, 2013 and December 31, 2012, respectively) - (see Note 9)
|
27,329 | 26,659 | ||||||
Additional paid-in capital
|
114,431,594 | 113,052,194 | ||||||
Accumulated deficit
|
(14,901,794 | ) | (14,901,794 | ) | ||||
Accumulated deficit since inception of exploration stage (September 1, 2011)
|
(69,959,170 | ) | (66,902,672 | ) | ||||
Total Stockholders' Equity
|
29,597,959 | 31,274,387 | ||||||
Total Liabilities and Stockholders' Equity
|
$ | 30,985,174 | $ | 32,621,497 |
PERSHING GOLD CORPORATION AND SUBSIDIARIES
|
(FORMERLY SAGEBRUSH GOLD LTD.)
|
(AN EXPLORATION STAGE COMPANY)
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
For the Period from
|
||||||||||||
Inception of
|
||||||||||||
Exploration stage
|
||||||||||||
For the Three Months Ended March 31,
|
(September 1, 2011) through
|
|||||||||||
2013
|
2012
|
March 31, 2013
|
||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||
Net revenues
|
$ | - | $ | - | $ | - | ||||||
Operating expenses:
|
||||||||||||
Compensation and related taxes
|
1,634,243 | 6,490,733 | 22,443,071 | |||||||||
Exploration cost
|
415,472 | 1,289,899 | 7,436,495 | |||||||||
Consulting fees
|
345,533 | 918,624 | 8,251,009 | |||||||||
General and administrative expenses
|
1,103,876 | 1,021,863 | 6,708,629 | |||||||||
Total operating expenses
|
3,499,124 | 9,721,119 | 44,839,204 | |||||||||
Operating loss from continuing operations
|
(3,499,124 | ) | (9,721,119 | ) | (44,839,204 | ) | ||||||
OTHER INCOME (EXPENSES):
|
||||||||||||
Other income
|
- | 80,000 | 80,000 | |||||||||
Gain from sale of uranium assets pursuant to an option agreement
|
- | 930,000 | 930,000 | |||||||||
Gain from sale of subsidiaries
|
- | - | 2,500,000 | |||||||||
Loss from extinguishment of debts
|
- | (4,769,776 | ) | (4,769,776 | ) | |||||||
Change in fair value of derivative liability
|
- | (1,454,889 | ) | 5,447,917 | ||||||||
Loss from disposal of assets
|
- | (9,434 | ) | (192,759 | ) | |||||||
Settlement expense
|
- | - | (9,682,196 | ) | ||||||||
Realized gain - trading securities
|
- | 19,702 | 19,702 | |||||||||
Realized gain - available for sale securities - (see Note 4)
|
451,333 | 323,000 | 1,941,933 | |||||||||
Share of loss of equity method investee
|
- | - | (83,333 | ) | ||||||||
Interest expense and other finance costs, net of interest income
|
(8,707 | ) | (11,330,418 | ) | (15,932,981 | ) | ||||||
Total other income (expenses) - net
|
442,626 | (16,211,815 | ) | (19,741,493 | ) | |||||||
Loss from continuing operations before provision for income taxes
|
(3,056,498 | ) | (25,932,934 | ) | (64,580,697 | ) | ||||||
Provision for income taxes
|
- | - | - | |||||||||
Loss from continuing operations
|
(3,056,498 | ) | (25,932,934 | ) | (64,580,697 | ) | ||||||
Discontinued operations:
|
||||||||||||
(Loss) gain from discontinued operations, net of tax
|
- | (50,174 | ) | 802,367 | ||||||||
Net loss
|
(3,056,498 | ) | (25,983,108 | ) | (63,778,330 | ) | ||||||
Less: Net loss (income) attributable to non-controlling interest
|
- | 606 | (172,517 | ) | ||||||||
Net loss attributable to Pershing Gold Corporation
|
(3,056,498 | ) | (25,982,502 | ) | (63,950,847 | ) | ||||||
Preferred deemed dividend
|
- | (1,616,777 | ) | (5,987,173 | ) | |||||||
Preferred stock dividends
|
- | (9,000 | ) | (21,150 | ) | |||||||
Net loss available to common stockholders
|
$ | (3,056,498 | ) | $ | (27,608,279 | ) | $ | (69,959,170 | ) | |||
Loss per common share, basic and diluted:
|
||||||||||||
Loss from continuing operations
|
$ | (0.01 | ) | $ | (0.17 | ) | $ | (0.31 | ) | |||
Loss from discontinued operations
|
(0.00 | ) | (0.00 | ) | 0.00 | |||||||
$ | (0.01 | ) | $ | (0.17 | ) | $ | (0.31 | ) | ||||
WEIGHTED AVERAGE COMMON SHARES
|
||||||||||||
OUTSTANDING - Basic and Diluted
|
270,090,916 | 152,753,739 | 208,371,263 |
PERSHING GOLD CORPORATION AND SUBSIDIARIES
|
(FORMERLY SAGEBRUSH GOLD LTD.)
|
(AN EXPLORATION STAGE COMPANY)
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
Level 1:
|
Observable inputs such as quoted market prices in active markets for identical assets or
liabilities
|
|
Level 2:
|
Observable market-based inputs or unobservable inputs that are corroborated by market data
|
|
Level 3:
|
Unobservable inputs for which there is little or no market data, which require the use of the
reporting entity’s own assumptions.
|
•
|
The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets.
|
|
•
|
The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants.
|
1.
|
Significant underperformance relative to expected historical or projected future operating results;
|
|
2.
|
Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and
|
|
3.
|
Significant negative industry or economic trends.
|
Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Realized Gain from Sale of Securities
|
Fair Value
|
||||||||||||||||
Marketable securities – available for sale
|
—
|
—
|
—
|
451,333
|
—
|
|||||||||||||||
Total
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
451,333
|
$
|
—
|
March 31,
2013
|
December 31, 2012
|
|||||||||||
Relief Canyon Mine – Gold Acquisition
|
$
|
8,501,071
|
$
|
8,501,071
|
||||||||
Relief Canyon Mine – Newmont Leased Properties
|
7,709,441
|
7,709,441
|
||||||||||
Pershing Pass Property
|
576,400
|
576,400
|
||||||||||
$
|
16,786,912
|
$
|
16,786,912
|
Estimated Life
|
March 31,
2013
|
December 31, 2012
|
||||||||||
Furniture and fixtures
|
5 years
|
$
|
56,995
|
$
|
56,995
|
|||||||
Office and computer equipment
|
1 - 5 years
|
222,994
|
220,060
|
|||||||||
Land
|
—
|
266,977
|
266,977
|
|||||||||
Building and improvements
|
5 - 25 years
|
727,965
|
727,965
|
|||||||||
Site costs
|
10 years
|
1,272,732
|
1,272,732
|
|||||||||
Crushing system
|
20 years
|
2,256,943
|
2,256,943
|
|||||||||
Process plant and equipment
|
10 years
|
3,169,442
|
3,166,280
|
|||||||||
Vehicles and mining equipment
|
5 - 10 years
|
695,825
|
682,373
|
|||||||||
8,669,873
|
8,650,325
|
|||||||||||
Less: accumulated depreciation
|
(1,509,507
|
)
|
(1,263,549
|
)
|
||||||||
$
|
7,160,366
|
$
|
7,386,776
|
March 31, 2013
|
December 31, 2012
|
|||||||
Total notes payable
|
$
|
78,707
|
$
|
82,546
|
||||
Less: current portion
|
(23,036
|
)
|
(23,036
|
)
|
||||
Long term portion
|
$
|
55,671
|
$
|
59,510
|
Number of Options
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Life (Years)
|
||||||||||
Balance at December 31, 2010
|
35,298,000
|
$
|
0.46
|
9.11
|
||||||||
Granted
|
150,000
|
0.44
|
3.00
|
|||||||||
Exercised
|
-
|
-
|
-
|
|||||||||
Forfeited
|
(150,000
|
)
|
0.60
|
7.18
|
||||||||
Cancelled
|
-
|
-
|
-
|
|||||||||
Balance at March 31, 2013
|
35,298,000
|
0.46
|
8.84
|
|||||||||
Options exercisable at end of period
|
33,259,867
|
$
|
0.46
|
|||||||||
Options expected to vest through December 31, 2014
|
2,038,133
|
|||||||||||
Weighted average fair value of options granted during the period
|
$
|
0.25
|
|
Number of Warrants
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Life (Years)
|
|||||||||
Balance at December 31, 2012
|
16,255,779 | $ | 0.54 | 2.42 | ||||||||
Granted
|
- | - | - | |||||||||
Cancelled
|
- | - | - | |||||||||
Forfeited
|
- | - | - | |||||||||
Exercised
|
- | - | - | |||||||||
Balance at March 31, 2013
|
16,255,779 | $ | 0.54 | 2.17 | ||||||||
|
||||||||||||
Warrants exercisable at March 31, 2013
|
16,255,779 | $ | 0.54 | 2.17 | ||||||||
Weighted average fair value of warrants granted during the period
|
$ | - |
For the
Three months ended
March 31, 2013
|
For the
Three months ended
March 31, 2012
|
|||||||
Numerator:
|
||||||||
Loss from continuing operations
|
$
|
(3,056,498)
|
$
|
(25,932,934)
|
||||
Loss from discontinued operations
|
$
|
-
|
$
|
(50,174)
|
||||
Denominator:
|
||||||||
Denominator for basic and diluted loss per share
|
||||||||
(weighted-average shares)
|
270,090,916
|
152,753,739
|
||||||
Loss per common share, basic and diluted:
|
||||||||
Loss from continuing operations
|
$
|
(0.01)
|
$
|
(0.17)
|
||||
Loss from discontinued operations
|
$
|
(0.00)
|
$
|
(0.00)
|
March 31, 2013
|
March 31, 2012
|
|||||||
Common stock equivalents:
|
||||||||
Stock options
|
35,298,000
|
14,148,000
|
||||||
Stock warrants
|
16,255,779
|
39,653,142
|
||||||
Convertible preferred stock
|
-
|
26,775,326
|
||||||
51,553,779
|
80,576,468
|
March 31, 2013
|
March 31, 2012
|
|||||||
Revenues
|
$
|
-
|
$
|
-
|
||||
Cost of sales
|
-
|
-
|
||||||
Gross profit (loss)
|
-
|
-
|
||||||
Operating and other non-operating expenses
|
-
|
(50,174
|
)
|
|||||
Loss from discontinued operations
|
-
|
(50,174
|
)
|
|||||
Gain from sale of sports and entertainment business
|
-
|
-
|
||||||
Loss from discontinued operations
|
$
|
-
|
$
|
(50,174
|
)
|
2013
|
$
|
37,742
|
||
2014
|
46,306
|
|||
2015 and thereafter
|
11,651
|
|||
$
|
95,699
|
·
|
We completed an in-house calculation of mineralized material in the Company's model for the Relief Canyon Mine in Pershing County, Nevada which estimates 32,541,000 tons of gold mineralized material at an average grade of 0.017 ounces per ton gold ("opt Au"). The Company's in-house technical staff calculated the estimate under SEC Guide 7.
|
·
|
We located 105 new unpatented mining claims and acquired by lease roughly 635 acres of private lands at our Relief Canyon Project in Pershing County, Nevada. Both the new claims and the private lands are strategic additions that add nearly 2,630 acres to our consolidated land position.
|
·
|
We sold the remaining 1,513,333 shares of Amicor’s common stock in a private transaction and generated net proceeds of $151,333. Additionally, we sold 3,000,000 shares of Valor Gold common stock in a private transaction and generated net proceeds of $300,000. We sold an additional 2 million shares in April for $140,000 and plan to sell the remaining 20 million shares that we hold.
|
·
|
We completed the resale registration of approximately 76 million shares of our common stock held by Continental Resources Group, and those shares have been distributed to Continental Resources Group shareholders of record on March 1, 2013.
|
|
·
|
Approximately $2.4 million on recommissioning the Relief Canyon gold processing facility;
|
|
·
|
Approximately $1.2 million on land holding and permitting costs for the Relief Canyon Properties;
|
|
·
|
Approximately $2.5 million on general and administrative expenses;
|
|
·
|
Approximately $2.0 million on exploration and pre-development work at the Relief Canyon mine property, focused on further expansion of the deposit and a preliminary economic assessment; and
|
|
·
|
Approximately $2.0 million on exploration at the Relief Canyon expansion properties.
|
ITEM 3
|
Defaults Upon Senior Securities
|
10.1
|
Form of 2012 Equity Incentive Plan Amended and Restated Nonqualified Stock Option Agreement*
|
10.2
|
Form of Nonqualified Stock Option Agreement*
|
10.3
|
Form of 2012 Equity Incentive Plan Amended and Restated Restricted Stock Agreement*
|
10.4
|
Form of Restricted Stock Agreement*
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
|
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
|
32.1
|
Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
32.2
|
Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
101.ins
|
XBRL Instance Document**
|
101.sch
|
XBRL Taxonomy Schema Document**
|
101.cal
|
XBRL Taxonomy Calculation Document**
|
101.def
|
XBRL Taxonomy Linkbase Document**
|
101.lab
|
XBRL Taxonomy Label Linkbase Document**
|
101.pre
|
XBRL Taxonomy Presentation Linkbase Document**
|
* Filed herein
|
|
** In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Amendment to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|
Pershing Gold Corporation
|
|||
Date:
May 15,
2013
|
By:
|
/s/ Stephen Alfers
|
|
Stephen Alfers
|
|||
President and Chief Executive Officer (Principal Executive Officer)
|
|||
Date:
May 15,
2013
|
By:
|
/s/ Eric Alexander
|
|
Eric Alexander
|
|||
Vice President Finance and Controller (Principal Financial Officer)
|
Date Installment Becomes Exercisable
|
Number of Options
|
June 18, 2012
|
|
December 31, 2012
|
|
December 31, 2013
|
|
December 31, 2014
|
Pershing Gold Corporation | |||
By:
|
|||
Name: Stephen Alfers | |||
Title: Chief Executive Officer | |||
[ ] | |||
Number of Shares to be purchased: | ||
Purchase price per Share: | $ | |
Total purchase price: | $ | |
|
A.
|
Enclosed is cash or my certified check, bank draft, or postal or express money order in the amount of $__________ in full/partial
[circle one]
payment for such Shares;
|
|
B.
|
Enclosed is/are
Share(s) with a total fair market value of $
on the date hereof in full/partial
[circle one]
payment for such Shares;
|
|
C.
|
I have provided notice to
[
insert name of broker]
, a broker, who will render full/partial
[circle one]
payment for such Shares.
[Optionee should attach to the notice of exercise provided to such broker a copy of this Notice of Exercise and irrevocable instructions to pay to the Company the full exercise price.]
|
|
|
D.
|
I elect to satisfy the payment for Shares purchased hereunder by having the Company withhold newly acquired Shares pursuant to the exercise of the Option.
|
DATED: , 20__ | |||
Optionee’s Signature |
Date Installment Becomes Exercisable
|
Number of Options
|
Pershing Gold Corporation | |||
By:
|
|||
Name: Stephen Alfers | |||
Title: Chief Executive Officer | |||
[ ] | |||
Number of Shares to be purchased: | ||
Purchase price per Share: | $ | |
Total purchase price: | $ | |
|
A.
|
Enclosed is cash or my certified check, bank draft, or postal or express money order in the amount of $__________ in full/partial
[circle one]
payment for such Shares;
|
|
B.
|
Enclosed is/are
Share(s) with a total fair market value of $
on the date hereof in full/partial
[circle one]
payment for such Shares;
|
|
C.
|
I have provided notice to
[
insert name of broker]
, a broker, who will render full/partial
[circle one]
payment for such Shares.
[Optionee should attach to the notice of exercise provided to such broker a copy of this Notice of Exercise and irrevocable instructions to pay to the Company the full exercise price.]
|
|
|
D.
|
I elect to satisfy the payment for Shares purchased hereunder by having the Company withhold newly acquired Shares pursuant to the exercise of the Option.
|
DATED: , 20__ | |||
Optionee’s Signature |
Percentage of Shares to Vest
|
Date of Vesting
|
Dated: May ___, 2013
|
PERSHING GOLD CORPORATION
|
||
By:
|
|||
Name: | |||
Title: | |||
ACCEPTED AND ACKNOWLEDGED:
|
||||
By
|
|
|||
|
Print Name:
|
|
||
|
|
Dated:
|
|
||
Percentage of Shares to Vest
|
Date of Vesting
|
Dated: May ___, 2013
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PERSHING GOLD CORPORATION
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By:
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Name: | |||
Title: | |||
ACCEPTED AND ACKNOWLEDGED:
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By
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Print Name:
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Dated:
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a)
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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 for the period in which this quarterly report is being prepared;
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b)
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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;
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c)
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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;
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d)
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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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
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Dated:
May 15,
2013
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By:
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/s/ Stephen Alfers
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Stephen Alfers
President and Chief Executive Officer (Principal Executive Officer)
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a)
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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 for the period in which this quarterly report is being prepared;
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b)
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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;
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c)
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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;
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d)
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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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
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Dated:
May 15,
2013
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By:
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/s/ Eric Alexander
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Eric Alexander
Vice President Finance and Controller
(Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
May 15,
2013
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/s/ Stephen Alfers
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Stephen Alfers
President and Chief Executive Officer
(Principal Executive Officer)
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
May 15,
2013
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By:
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/s/ Eric Alexander
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Eric Alexander
Vice President Finance and Controller
(Principal Financial Officer)
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