Item 7. Management’s Discussion and Analysis
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You
should read the following discussion and analysis of our financial condition and results of operations in conjunction with the consolidated
financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K. The following discussion and other
sections of this Annual Report contain forward-looking statements that involve risks and uncertainties, such as our plans, objectives,
expectations, intentions, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking
statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those
discussed in the section titled “Risk Factors.” You should also carefully read “Special Note Regarding Forward-Looking
Statements”.
Overview
We were formed on April 26, 2013 as a
technology platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate name from “MassRoots, Inc.”
to “Greenwave Technology Solutions, Inc.” We sold all of our social media assets on October 28, 2021 for cash consideration
equal to $10,000 and discontinued all operations related to our social media business. On September 30, 2021, we closed our acquisition
of Empire Services, Inc. (“Empire”), which operates 11 metal recycling facilities in Virginia and North Carolina. The
acquisition was deemed effective October 1, 2021 on the effective date of the Certificate of Merger in Virginia.
Upon
the acquisition of Empire, we transitioned into the scrap metal industry which involves collecting, classifying and processing appliances,
construction material, end-of-life vehicles, boats, and industrial machinery. We process these items by crushing, shearing, shredding,
separating, and sorting, into smaller pieces and categorize these recycled ferrous, nonferrous, and mixed metal pieces based on density
and metal prior to sale. In cases of scrap cars, we remove the catalytic converters, aluminum wheels, and batteries for separate processing
and sale prior to shredding the vehicle. We have designed our systems to maximize the value of metals produced from this process.
We
operate an industrial shredder at our Kelford, North Carolina location. Our shredder is designed to produce a denser product and, in
concert with advanced separation equipment, more refined recycled ferrous metals, which are more valuable as they require less processing
to produce recycled steel products. In totality, this process reduces large metal objects like auto bodies into baseball-sizes pieces
of shredded recycled metal.
The
shredded pieces are then placed on a conveyor belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal
and residue, producing consistent and high-quality ferrous scrap metal. The nonferrous metals and other materials then go through a number
of additional mechanical systems which separate the nonferrous metal from any residue. The remaining nonferrous metal is further processed
to sort the metal by type, grade, and quality prior to being sold as products, such as zorba (mainly aluminum), zurik (mainly stainless
steel), and shredded insulated wire (mainly copper and aluminum).
One
of our main corporate priorities is to open a facility with rail or deep-water port access to enable us to efficiently transport our
products to domestic steel mills and overseas foundries. Because this would greatly expand the number of potential buyers of our processed
scrap products, we believe opening a facility with port or rail access could result in an increase in both the revenue and profitability
of our existing operations.
Empire
is headquartered in Suffolk, Virginia and employs 89 people as of April 4, 2022.
Competitors
We
compete with other metal recycling facility operators, such as Schnitzer Steel Industries, and are focused on utilizing technology to
create operating efficiencies and competitive advantages over our peers.
22
Recent
Developments and Other Sources of Funding
Financings
On
February 16, 2021, we entered into a securities purchase agreement with an accredited investor for the sale of five (5) shares of our
Series X Convertible Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $100,000. The purchase and issuance
of such shares of Series X Preferred Stock closed on February 18, 2021.
On
February 22, 2021, we entered into a securities purchase agreement with an accredited investor for the sale of 1.25 shares of our Series
X Convertible Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $25,000. The purchase and issuance of
such shares of Series X Preferred Stock closed on February 24, 2021.
On
March 10, 2021, we entered into a securities purchase agreement with an accredited investor for the sale of 3.75 shares of our Series
X Convertible Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $75,000. The purchase and issuance of
such shares of Series X Preferred Stock closed on March 12, 2021.
On
November 30, 2021, we entered into securities purchase agreements with accredited investors for the placement of secured convertible
promissory notes in the principal amount of $37,714,966 together with warrants to purchase 2,514,332 shares of common stock. We paid
$2,200,000 and a warrant to purchase 20,000 shares of common stock as commission for the offering. Our Chief Executive Officer rolled
$4,762,838 of debt into the offering. Aggregate proceeds from the offering were $27,585,450.
COVID-19
We
continue to proactively monitor and assess the COVID-19 global pandemic. The full impact of the COVID-19 pandemic is inherently
uncertain. The COVID-19 pandemic has caused us to modify our business practices (including but not limited to curtailing physical
contact with customers). We further continue to monitor developments of the COVID-19 pandemic and we may take additional actions
as may be required by government authorities or that we determine are in the best interests of our employees, patients, and business
partners. We have implemented appropriate safety measures, following guidance from the Center for Disease Control and the Occupational
Safety and Health Administration. The extent of the impact of the COVID-19 pandemic on our future liquidity and operational performance
will depend on certain developments.
Results
of Operations For the Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020
For the Fiscal Year ended
31-Dec-21
31-Dec-20
$ Change
%Change
Revenues
$ 8,098,036
$ 6,964
$ 8,091,072
116,184 %
Gross Profit
2,859,554
5,681
2,853,873
50,235 %
Operating Expenses
5,787,118
1,165,892
4,621,226
396.37 %
Loss from Operations
(2,927,564 )
(1,160,211 )
(1,767,353 )
152.33 %
Other Income (Expense)
1,295,143
(13,550,249 )
14,845,392
(110.00 )%
Net Income (Loss) Applicable to Common Stockholders
$ 2,776,027
$ (111,623,487 )
$ 114,399,514
(102.49 )%
23
Revenues
For
the year ended December 31, 2021, we generated $8,098,036 in revenues, as compared to $6,964 for the year ended December 31, 2020, an
increase of $8,091,072. This increase was due to the consummation of our acquisition of Empire, a robust market for recycled metals,
the repurposing and implementation of Greenwave’s technology into Empire’s
existing operations, and the opening of Empire’s
Virginia Beach scrap yard.
Our
cost of revenues increased to $5,238,482 for the year ended December 31, 2021 from $1,283 during the same period in 2020, an increase
of $5,237,199, as a result of the Empire acquisition.
Our
gross profit was $2,859,554 during the year ended December 31, 2021, an increase of $2,853,873 from the same period in 2020 due to the
consummation of the Empire acquisition.
Operating
Expenses
For
the years ended December 31, 2021 and 2020, our operating expenses were $5,787,118 and $1,165,892, respectively, an increase
of $4,621,226. This increase was mainly attributed to the closing of our acquisition of Empire, which significantly expanded
our operations, number of employees, and internal systems. There was an increase in payroll and related expenses of $1,237,923 as
payroll and related expenses were $1,541,773 for 2021 as compared to $303,850 for the same period in 2020, which was the result of
an increase in our labor force primarily due to the closing of the Empire acquisition. Advertising expense decreased by $25,366 to
$33,595 for 2021 as compared to $58,961 for 2020 as the Company focused its resources on its scrap metal operations. Depreciation and
amortization of intangible assets increased by $888,781 to $888,781 for 2021 from $0 in 2020 as a result of the
Company acquiring fixed assets and intangible assets in the Empire acquisition. There were hauling and equipment maintenance
costs of $513,928 in 2021, as compared to $0 in 2020, an increase of $513,928, due to the Company’s transportation and
logistics costs increasing due to the Empire acquisition. Consulting, accounting, and legal expenses decreased to $395,901 during
the year ended December 31, 2021 from $684,422 during the same period in 2020 a decrease of $288,521. There was an increase in rent
expenses as a result of the Empire acquisition, increasing $594,678 from $10,802 during the year ended December 31, 2020 to $605,480
during the same period in 2021.
Our
other general and administrative expenses increased to $1,789,698 for the year ended December 31, 2021 from $107,857 for the year ended
December 31, 2020, an increase of $1,681,841, as a result of the Company’s operations expanding from the Empire acquisition.
The
increase of these expenditures resulted in our total operating expenses increasing to $5,787,118 during the year ended December
31, 2021 compared to $1,165,892 during the year ended December 31, 2020, an increase of $4,621,226.
Loss
from Operations
Our
loss from operations increased $1,767,353 to $2,927,564 during the year ended December 31, 2021, from $1,160,211 during
the year ended December 31, 2020.
Other
(Expense)
During
the year ended December 31, 2021, we incurred other income of $1,295,143, as compared to $(13,550,249) for the year ended December 31,
2020, an increase of $14,845,392. This increase is primarily due to a gain of the forgiveness of debt of $739,710 and $250,000 for the
years ended December 31, 2021 and 2020, respectively. There was a gain on settlement of convertible notes payable and accrued interest,
warrants and accounts payable of $182,160,381 and $162,109,131 for the years ended December 31, 2021 and 2020, respectively. Our derivative
liability for authorized share deficiency increased to $(171,343,164) in fiscal year 2021 from ($170,319,590) during fiscal year 2020.
We realized a $880 loss on the conversion of convertible debentures during fiscal year 2021 as compared to a $882 gain in fiscal year
2020. In addition, interest expense increased to $(10,561,789) during fiscal year 2021 as compared to $(5,139,321) during fiscal year
2020. Lastly, the there was a gain in the fair value of derivative liabilities of $300,885 during fiscal year 2021, as compared to a
loss of $(451,351) during the prior year.
24
Net
Loss
Our
net income available to shareholders increased by $114,399,514 to $2,776,027 during the year ended December 31, 2021, from
a $111,623,487 loss during the year ended December 31, 2020.
Liquidity
and Capital Resources
Net cash used in operating activities for
the year ended December 31, 2021 and 2020 was $2,487,213 and $1,037,843, respectively. The increase in cash flows used in
operations in 2021 was driven by a loss on derivative liabilities for the authorized share shortfall of $171,343,164, amortization
of right of use assets (related-party) of $373,640, amortization of right of use assets of $22,436, impairments of equipment of
$388,877, depreciation and amortization of $888,781, loss on conversions of convertible notes payable of $880, expenses of $158,371
paid by a non-convertible noteholder of the Company, decrease of prepaid expenses of $97,132, increases of accounts payable and
accrued expenses of $609,683, an increase in contract liability of $25,000, a decrease in operating lease liabilities of $30,544, a
decrease in operating lease liabilities (related-party) of $382,815, largely offset by a gain on the settlement of convertible
notes and accrued interest of $182,160,381, a gain on forgiveness of debt of $739,710, share-based compensation of $166,855,
interest and amortization of debt discount of $10,198,924, change in the value of derivative liabilities of $300,855, increases in
inventories of $381,002, increase of security deposits of $2,437, decreases of accrued payroll of $137,415, decrease in
environmental remediation liabilities of $48,810, and a net loss of $1,632,421. Cash flows used in operations in 2020 was
impacted primarily from the net loss of $14,710,460, partially offset by non-cash items including derivative liability for
authorized share deficiency of $170,319,590, gain on settlement of convertible notes payable and accrued interest, warrants and
accounts payable of $162,109,131, interest and amortization of debt discount of $5,139,321, change in fair value of derivative
liabilities of $451,351, gain on forgiveness of debt of $250,000 and gain on conversion of convertible notes payable of $882, as
well as an increase in accrued payroll and related expenses of $140,005 and an increase in accounts payable and accrued expenses of
$77,520.
Net
cash used by investing activities was $77,666 and $0 for the years ended December 31, 2021 and 2020, respectively. For the year ended
December 31, 2021, there was cash used in the purchase of equipment of $218,693 and cash acquired in the acquisition of the business
of $141,027.
Net cash provided by financing activities for the
year ended December 31, 2021 and 2020 was $5,521,687 and $1,038,208, respectively. During the year ended December 31, 2021, there
were cash proceeds of $200,000 from the sale of Series X Preferred Stock, proceeds of $27,585,450 from the sale of convertible notes
payable, proceeds of $1,465,053 from the sale of non-convertible notes payable, proceeds of $70,452 from advances, proceeds of $122,865
from related-parties, offset by repayments of $2,503,300 of convertible notes payable, repayments of $5,629,455 to non-convertible
notes payable, repayments of advances of $4,165,973, payments of $26,000 to settle warrants and stock, redemptions of Series X Preferred
Shares of $501,463, and redemptions of Series Y Preferred Shares of $11,095,942. Comparatively, for the year ended December 31, 2020, these funds came mainly from the sale of Series X Preferred Stock amounting
to $321,000, proceeds from issuance of convertible debt of $637,000, proceeds from issuance of non-convertible notes payable of $82,911,
proceeds from the issuance of a $50,000 PPP loan, offset by repayment of advances in the amount of $3,009, repayment of non-convertible
notes in the amount of $39,641, and the repayment of $13,749 in bank overdrafts.
Capital
Resources
As
of December 31, 2021, we had cash on hand of $2,958,293. We currently have no external sources of liquidity such as arrangements with
credit institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate
access to capital.
Fundraising
During
the year ended December 31, 2021, the Company received proceeds of $27,585,450, $1,465,053, $70,452, $122,865, and $200,000 from the
issuance of convertible notes, non-convertible notes, advances, advances from related parties, and Series X preferred shares, respectively.
25
Required
Capital over the Next Fiscal Year
The
Company is party to senior secured convertible debt in the principal amount of $37,714,966 which matures on May 30, 2022 with an
automatic extension until November 30, 2022 for an additional 6% original issuance discount. This senior secured debt is currently convertible
into common shares at $15.00 per share and will automatically convert into shares of common stock should Greenwave’s shares of
common stock be listed on a national exchange. Greenwave expects this debt will be converted into shares of common stock during fiscal
year 2022; however, if the debt is not converted, the Company may have to raise additional capital to fulfill its obligations under these
notes.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements.
Recent
Accounting Pronouncements
In
December 2019, the FASB issued ASU 2019-12, which is intended to simplify various aspects related to accounting for income taxes. ASU
2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve
consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December
15, 2020, with early adoption permitted. The Company adopted ASU No. 2019-12 effective January 1, 2021, and the adoption did not have
a material impact on its financial statements and related disclosures.
In
August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the
separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion
feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will
account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these
models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling
under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method
for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are
applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after
December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements.
In
August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure
Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes
certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy,
the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also
adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income
for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop
Level 3 fair value measurements. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant
unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim
or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods
presented upon their effective date. ASU 2018-13 became effective for us on January 1, 2020. The adoption of this update did not have
a material impact on the Company’s consolidated financial statements and related disclosures.
In October
2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from
Contracts with Customers, which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in
a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally
recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition
date. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied
prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim
period, as of the beginning of the fiscal year that includes the interim period of early application). We are still assessing this standard’s
impact on our consolidated financial statements.
There
are other various updates recently issued, most of which represented technical corrections to the accounting literature or application
to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations
or cash flows.
26
Critical Accounting Policies
Management’s
Discussion and Analysis of Financial Condition and Results of Operations discuss our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements
requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and
the related disclosures of contingent assets and liabilities. On an on-going basis, management evaluates its estimates and judgments,
including those related to revenue recognition, allowance for doubtful accounts and property and equipment valuation. Management bases
its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions and conditions.
Management
believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation
of its consolidated financial statements.
Goodwill:
Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested
annually at December 31 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair
value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative
assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before
applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair
value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair
value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of the reporting
unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized
equal to that excess. The Company has adopted the provisions of ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying
the Test for Goodwill Impairment. ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting
unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the
goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly
due to a decline in the fair value of other assets that, under existing GAAP, would not be impaired or have a reduced carrying amount.
Furthermore, the ASU removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative
assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units,
even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or
entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate
that goodwill is impaired.
We
test our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate
there may be impairment. We are required to write down the value of goodwill only when our testing determines the recorded amount of
goodwill exceeds the fair value. Our annual measurement date for testing goodwill impairment is December 31.
None
of the goodwill is deductible for income tax purposes.
Intangible:
Intangible assets with finite useful lives consist of tradenames, licenses and
customer relationships and are amortized on a straight-line basis over their estimated useful lives, which range from three to ten years.
The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products
and may be modified when circumstances warrant. Such assets are reviewed for impairment when events or circumstances indicate that the
carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows
expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of any impairment
is measured as the difference between the carrying amount and the fair value of the impaired asset. During the fiscal year ended December
31, 2021, the Company recorded $0 in impairment expense related to intangibles and $739,625 in amortization of intangible assets.
27
Beneficial
Conversion Feature: The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial
Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with
Conversion and Other Options, Emerging Issues Task Force (“EITF”) 98-5, Accounting for Convertible Securities with Beneficial
Conversion Features or Contingently Adjustable Conversion Ratios, and EITF 00-27, Application of Issue No 98-5 To Certain Convertible
Instruments. The Beneficial Conversion Feature (“BCF”) of a convertible note is normally characterized as the convertible
portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued.
The Company records a BCF related to the issuance of a convertible note when issued and also records the estimated fair value of any
warrants issued with those convertible notes. Beneficial conversion features that are contingent upon the occurrence of a future event
are recorded when the contingency is resolved.
The
BCF of a convertible note is measured by allocating a portion of the note’s proceeds to the warrants, if applicable, and as a reduction
of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to
additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features
and warrants on an allocated fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium)
from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion
date of the note, if sooner) and is charged to interest expense using interest method.
Income
Taxes: The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition
of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in
the period that includes the enactment date.
Income
tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between
assets and liabilities recognized for consolidated financial reporting purposes and such amounts recognized for tax purposes, and are
measured by applying enacted tax rates in effect in years in which the differences are expected to reverse.
The
Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes,
the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would
more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount
recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate
settlement with the relevant tax authority.
Greenwave
has also experienced impacts of inflation to its operations, mainly the significant increases in the prices of recycled metal, which
in turn, has resulted in increases to the Company’s revenue and profit margin. The Company has also experienced increases to its
wages and salaries, hauling, and towing expenses caused by inflation, but is taking steps to minimize impacts to the Company’s
financial position. Greenwave does not experience material changes to its business due to seasonality.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We
are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information
required by this Item.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The
consolidated financial statements required to be included in this Annual Report appear as indexed in the appendix to this Annual Report
beginning on page F-1.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
28
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.