Biolargo, Inc 10-Q for FY2020 Q3

Biolargo, Inc. (BLGO)

10-Q 2020-11-16 For: 2020-09-30

Added on April 07, 2026

About this 10-Q

Biolargo, Inc filed this 10-Q on November 16, 2020, covering the quarter ended September 30, 2020 (FY2020 Q3).

Headline figures

Quarter ended September 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $666K; up 24.7% from $534K a year earlier
Net loss: $2.39M; compared with a net loss of $3.89M a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock	BLGO	OTC Markets (OTCQB)

Large accelerated filer ☐	Non-accelerated filer ☐

Accelerated filer ☐	Smaller reporting company ☒

	Emerging growth company ☐

Item 1	Financial Statements	F-3

Item 2	Management's Discussion and Analysis and Financial Condition and Results of Operations	25

Item 4	Controls and Procedures	37

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 5	Other Information	38

Item 6	Exhibits	39

	Signatures	41

	Exhibit Index	39

	DECEMBER 31, 2019			SEPTEMBER 30, 2020 (unaudited)
Assets
Current assets:
Cash and cash equivalents	$	655		$	1,117
Accounts receivable, net of allowance		355			413
Inventories, net of allowance		16			292
Prepaid expenses and other current assets		39			51
Total current assets		1,065			1,873

In-process research and development (Note 8)		1,893			2,021
Property and equipment, net of depreciation		95			42
Other non-current assets		35			823
Right-of-use, operating lease, net of amortization		411			356
Deferred offering cost		122			—
Investment in South Korean Joint Venture		—			73
Total assets	$	3,621		$	5,188

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable and accrued expenses	$	602		$	766
Clyra Medical note payable (Note 8)		1,007			1,007
Note payable		50			50
Line of credit		50			223
Convertible notes payable		3,957			1,106
Discount on convertible notes payable and line of credit, net of amortization		(1,472	)		(149	)
Lease liability		125			114
Deferred revenue and deposits		35			72
Total current liabilities		4,354			3,189

Long-term liabilities:
Convertible notes payable		700			—
Discount on convertible notes payable, net of amortization		(182	)		—
Liability to Clyra Medical shareholder (Note 8)		643			771
SBA program loans (PPP, EIDL)		—			507
Lease liability		286			241
Total liabilities		5,801			4,708

Commitments and contingencies (Note 11)
Stockholders’ equity (deficit):
Preferred Series A, $.00067 Par Value, 50,000,000 shares authorized, -0- shares issued and outstanding, at December 31, 2019 and September 30, 2020, respectively.		—			—
Common stock, $.00067 Par Value, 400,000,000 shares authorized, 166,256,024 and 221,682,140 shares issued, at December 31, 2019 and September 30, 2020, respectively.		111			148
Additional paid-in capital		121,327			135,033
Accumulated other comprehensive loss		(99	)		(107	)
Accumulated deficit		(123,492	)		(130,397	)
Total BioLargo, Inc. and subsidiaries stockholders’ equity (deficit)		(2,153	)		4,677
Non-controlling interest (Note 8)		(27	)		(4,197	)
Total stockholders’ equity (deficit)		(2,180	)		480
Total liabilities and stockholders’ equity (deficit)	$	3,621		$	5,188

	THREE MONTHS						NINE MONTHS
	SEPTEMBER 30, 2019			SEPTEMBER 30, 2020			SEPTEMBER 30, 2019			SEPTEMBER 30, 2020


Revenues
Product revenue	$	396		$	506		$	1,013		$	1,086
Service revenue		138			160			311			436
Total revenue		534			666			1,324			1,522

Cost of revenue
Cost of goods sold		(171	)		(185	)		(448	)		(422	)
Cost of service		(95	)		(116	)		(238	)		(339	)
Gross profit		268			365			638			761

Selling, general and administrative expenses		1,820			1,927			4,546			5,345
Research and development		332			347			1,126			1,031
Operating loss:		(1,884	)		(1,909	)		(5,034	)		(5,615	)
Other (expense) income:
Interest expense		(1,289	)		(318	)		(2,773	)		(1,823	)
Loss on debt extinguishment		(801	)		(228	)		(1,029	)		(442	)
Tax credit		62			65			62			109
Grant income		26			—			149			64
Total other expense:		(2,002	)		(481	)		(3,591	)		(2,092	)
Net loss		(3,886	)		(2,390	)		(8,625	)		(7,707	)

Net loss attributable to noncontrolling interest		(207	)		(284	)		(572	)		(901	)
Net loss attributable to common stockholders	$	(3,679	)	$	(2,106	)	$	(8,053	)	$	(6,806	)

Net loss per share attributable to common stockholders:
Loss per share attributable to common stockholders – basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.06	)	$	(0.04	)
Weighted average number of common shares outstanding:		156,435,220			210,212,946			148,239,912			182,959,765
Comprehensive loss:
Net loss	$	(3,886	)	$	(2,390	)	$	(8,625	)	$	(7,707	)
Foreign currency translation		(4	)		(30	)		(1	)		(8	)
Comprehensive loss		(3,890	)		(2,420	)		(8,626	)		(7,715	)
Comprehensive loss attributable to noncontrolling interest		(207	)		(284	)		(572	)		(901	)
Comprehensive loss attributable to common stockholders	$	(3,683	)	$	(2,136	)	$	(8,054	)	$	(6,814	)

	Common stock				Additional paid-in		Accumulated			Accumulated other comprehensive			Non- controlling			Total stockholders’
	Shares		Amount		capital		deficit			Loss			interest			equity (deficit)
Balance,December 31, 2018		141,466,071	$	95	$	110,222	$	(111,723	)	$	(90	)	$	373		$	(1,123	)
Conversion of notes		1,638,479		1		218		—			—			—			219
Issuance of common stock for service		1,229,541		1		205		—			—			—			206
Issuance of common stock for interest		139,362		—		25		—			—			—			25
Stock option compensation expense		—		—		352		—			—			—			352
Warrants and conversion feature issued as discount on convertible notes payable and line of credit		—		—		1,115		—			—			—			1,115
Fair value of warrants for extension of debt		—		—		56		—			—			—			56
Deemed dividend		—		—		342		(342	)		—			—			—
Issuance of Clyra Medical common stock		—		—		21		—			—			89			110
Net loss		—		—		—		(2,576	)		—			(173	)		(2,749	)
Foreign currency translation		—		—		—		—			(4	)		—			(4	)
Balance,March 31, 2019		144,473,453	$	97	$	112,556	$	(114,641	)	$	(94	)	$	289		$	(1,793	)
Conversion of notes		2,767,833		2		294		—			—			—			296
Issuance of common stock for service		981,684		—		213		—			—			—			213
Issuance of common stock for interest		87,478		—		15		—			—			—			15
Warrant exercise		3,744,456		3		101		—			—			—			104
Stock issuance to officer (see note 7)		500,000		—		—		—			—			—			—
Stock option compensation expense		—		—		296		—			—			—			296
Warrants and conversion feature issued as discount on convertible notes payable and line of credit		—		—		756		—			—			—			756
Issuance of Clyra Medical common stock		—		—		74		—			—			111			185
Deemed dividend		—		—		440		(440	)		—			—			—
Net loss		—		—		—		(1,795	)		—			(192	)		(1,987	)
Foreign currency translation		—		—		—		—			(4	)		—			(4	)
Balance, June 30, 2019		152,554,904	$	102	$	114,745	$	(116,876	)	$	(98	)	$	208		$	(1,919	)
Conversion of notes		2,791,300		2		392		—			—			—			394
Issuance of common stock for service		629,198		—		166		—			—			—			166
Issuance of common stock for interest		395,944		—		107		—			—			—			107
Warrant exercise		2,300,000		2		274		—			—			—			276
Convert BioLargo convertible note to Clyra Medical shares		—		—		440		—			—			—			440
Stock option compensation expense		—		—		552		—			—			—			552
Debt extinguishment expense		—		—		619		—			—			—			619
Warrants and conversion feature issued as discount on convertible notes payable and line of credit		—		—		2,060		—			—			—			2,060
Issuance of Clyra Medical common stock		—		—		66		—			—			109			175
Net loss		—		—		—		(3,679	)		—			(207	)		(3,886	)
Foreign currency translation		—		—		—		—			(4	)		—			(4	)
Balance,September 30, 2019		158,671,346	$	106	$	119,421	$	(120,556	)	$	(102	)	$	110		$	(1,021	)

	SEPTEMBER 30, 2019			SEPTEMBER 30, 2020
Cash flows from operating activities
Net loss	$	(8,625	)	$	(7,707	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock option compensation expense		1,201			1,712
Common stock issued in lieu of salary to officers and fees for services from vendors		587			542
Common stock issued for interest		147			184
Interest expense related to amortization of the discount on convertible notes payable and line of credit		2,381			1,575
Interest expense related to the fair value of warrants issued as consent for variable debt		54			—
Loss on extinguishment of debt		1,029			442
Loss on investment in ODIN		—			27
Deferred offering expense		13			—
Depreciation expense		48			50
Bad debt expense		—			11
Changes in assets and liabilities:
Accounts receivable		(72	)		(69	)
Inventories		7			(273	)
Prepaid expenses and other current assets		(66	)		(12	)
Accounts payable and accrued expenses		88			164
Deferred revenue		—			37
Customer deposits		27			(1	)
Net cash used in operating activities		(3,181	)		(3,318	)
Cash flows from investing activities
Investment in South Korean joint venture		—			(100	)
Leasehold improvements		(27	)		—
Sale of equipment		—			4
Net cash used in investing activities		(27	)		(96	)
Cash flows from financing activities
Proceeds from sales of common stock		—			2,380
Proceeds from convertible notes payable		4,335			—
Proceeds from the sale of stock in Clyra Medical		470			849
Repayment of note payable		(495	)		(25	)
Proceeds from warrant exercise		380			—
Proceeds from SBA program loans		—			507
Proceeds from line of credit Clyra Medical		—			200
Repayment of line of credit Clyra Medical		—			(27	)
Net cash provided by financing activities		4,690			3,884
Net effect of foreign currency translation		(1	)		(8	)
Net change in cash		1,481			462
Cash at beginning of period		655			655
Cash at end of period	$	2,136		$	1,117
Supplemental disclosures of cash flow information
Cash paid for:
Interest	$	116		$	81
Income taxes	$	3		$	2
Non-cash investing and financing activities
Fair value of warrants issued with convertible notes	$	3,931		$	—
Conversion of convertible notes payable into common stock	$	908		$	3,526
Convertible notes issued with original issue discount, beneficial conversion feature	$	1,008		$	—
Exchange of consulting services for Clyra common shares	$	—		$	788
Lincoln Park deferred offering costs, recorded as additional paid-in capital	$	—		$	(122	)
Deemed dividend	$	781		$	100
Increase in liability to Clyra Medical shareholder	$	—		$	129
Fair value of Clyra shares issued as a commitment fee	$	—		$	70
Allocation of Clyra stock to noncontrolling interest	$	—		$	4,075
Allocation of stock option expense within noncontrolling interest	$	—		$	448

	September 30, 2019			September 30, 2020
Customer A	<10		%		12	%
Customer B		13	%	<10		%
Customer C		10	%	<10		%

	December 31, 2019		September 30, 2020
Raw material	$	11	$	180
Finished goods		5		112
Total	$	16	$	292

	2019						2020
	Non Plan			2018 Plan			Non Plan			2018 Plan
Risk free interest rate	2.00	–	2.65%	2.0	–	2.65%	0.66	–	1.02%	0.64	–	1.90%
Expected volatility	147	–	152%	147	–	152%	129	–	131%	126	–	133%
Expected dividend yield		—			—			—			—
Forfeiture rate		—			—			—			—
Life in years		10			10			10			10

	December 31, 2019		September 30, 2020
Current liabilities:
Note payable, matures on demand 60 days’ notice (or March 8, 2023)	$	50	$	50
Line of credit, matures September 1, 2019 or later (on 30-day demand)		50		50
Inventory line of credit (Clyra Medical), matures July 6, 2020 (Note 8)		—		173
Note payable issued by Clyra Medical to Scion, matures June 17, 2021 (see Note 8)		1,007		1,007
Total notes payable and line of credit	$	1,107	$	1,280

Convertible notes payable:
Convertible note, matured April 7, 2020		270		—
Convertible note, matured June 20, 2020⁽¹⁾		25		—
Convertible 12-month OID notes, mature beginning June 2020⁽¹⁾		3,112		—
Convertible note payable, matures April 20, 2021⁽¹⁾		—		100
Convertible note payable, matures August 9, 2021		—		600
Convertible notes, mature August 12 and 16, 2021		550		406
Total convertible notes payable		3,957		1,106
Total current liabilities	$	5,064	$	2,386

Long-term liabilities:
Convertible note payable, matures August 9, 2021	$	600	$	—
SBA Paycheck Protection Program loans, mature April 2022		—		357
SBA EIDL Loan, matures July 2050		—		150
Convertible notes payable, mature April 20, 2021⁽¹⁾		100		—
Total long-term liabilities	$	700	$	507

Total	$	5,764	$	2,893

							Weighted
							average		Aggregate
	Options			Exercise			price per		intrinsic
	outstanding			price per share			share		value⁽¹⁾
Balance, December 31, 2018		1,318,517		$0.22	–	0.43	$	0.30
Granted		7,072,342		0.16	–	0.40		0.27
Expired		—			—			—
Balance, September 30, 2019		8,390,859		$0.16	–	0.43	$	0.27
Non-vested		(4,144,926	)	0.16	–	0.40		0.29
Vested, September 30, 2019		4,245,933		$0.17	–	0.36	$	0.23

Balance, December 31, 2019	9,214,356		$0.22	–	0.43	$	0.25
Granted	9,738,196		0.15	–	0.22		0.15
Expired	(1,546,518	)	0.16	–	0.34		0.26
Balance, September 30, 2020	17,406,034		$0.16	–	0.43	$	0.20
Non-vested	(7,700,981	)	0.17	–	0.45		0.19
Vested, September 30, 2020	9,705,053		$0.16	–	0.45	$	0.20	$	25,000

Balance, December 31, 2019	9,691,586		$0.23	–	0.69	$	0.42
Expired	(2,899,425	)	0.23	–	0.58		0.38
Balance, September 30, 2020	6,792,161		$0.28	–	0.69	$	0.44	$	—

Shareholder	Shares	Percent
BioLargo, Inc.	49,207	47%
Sanatio Capital	18,704	18%
Scion Solutions⁽¹⁾	18,600	17%
Other	19,118	18%
Total	105,629⁽²⁾

	Three months ended September 30,						Nine months ended September 30,
	2019			2020			2019			2020
Revenue
ONM	$	396		$	356		$	1,012		$	952
BLEST		308			334			732			778
Clyra Medical		—			124			—			145
Water		—			21			—			21
Intercompany revenue		(170	)		(169	)		(420	)		(374	)
Total	$	534		$	666		$	1,324		$	1,522

Operating loss
BioLargo corporate	$	(1,347	)	$	(870	)	$	(3,250	)	$	(2,970	)
ONM		(90	)		(144	)		(231	)		(431	)
Clyra Medical		(338	)		(491	)		(944	)		(1,219	)
BLEST		27			(298	)		(110	)		(465	)
Water		(136	)		(106	)		(499	)		(530	)
Total	$	(1,884	)	$	(1,909	)	$	(5,034	)	$	(5,615	)

							Weighted
	Non-plan						average		Aggregate
	options			Exercise			price per		intrinsic
As of September 30, 2019:	outstanding			price per share			share		value⁽¹⁾
Balance, December 31, 2018		19,319,496		$0.23	–	1.00	$	0.43
Granted		970,380		0.16	–	0.25		0.19
Expired		(691,975	)		0.55			0.55
Balance, September 30, 2019		19,597,901		$0.16	–	1.00	$	0.42

Balance, December 31, 2019	19,888,718		$0.23	–	1.00	$	0.41
Granted	820,476		0.15	–	0.21		0.16
Balance, September 30, 2020	20,709,194		$0.15	–	1.00	$	0.40
Non-vested	(2,818,774	)	0.17	–	0.45		0.45
Vested, September 30, 2020	17,890,420		$0.15	–	1.00	$	0.39	$	—

Balance, December 31, 2019	43,231,161		$0.16	–	1.00	$	0.35
Issued	5,427,648		0.13	–	0.24		0.20
Expired	(14,272,820	)	0.40	–	0.49		0.46
Balance, September 30, 2020	34,385,989		$0.16	–	1.00	$	0.29	$	75,000

	September 30, 2019			September 30, 2020
Risk free interest rate	1.42	–	2.62%	0.15	–	0.23%
Expected volatility	86	–	110%	100	–	112
Expected dividend yield		—			—
Forfeiture rate		—			—
Expected life in years	2	–	5	0.33	–	5

	December 31, 2019		September 30, 2020
Accounts payable and accrued expenses	$	346	$	475
Accrued interest		123		122
Accrued payroll		133		169
Total accounts payable and accrued expenses	$	602	$	766

As of September 30, 2020	BioLargo		ONM		Clyra		BLEST		Water		Elimination⁽¹⁾			Total
Tangible assets	$	867	$	561	$	1,332	$	282	$	93	$	(41	)	$	3,094
Investment in South Korean joint venture		73		—		—		—		—		—			73
Intangible assets		2,021		—		—		—		—		—			2,021

As of December 31, 2019	BioLargo		ONM		Clyra		BLEST		Water		Elimination⁽¹⁾			Total
Tangible assets	$	862	$	410	$	3	$	396	$	77	$	(31	)	$	1,728
Intangible assets		1,893		—		—		—		—		—			1,893

	Three months ended:				Nine months ended:
	September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020
Salaries and payroll related	$	624	$	786	$	1,594	$	2,061
Professional fees		194		125		554		597
Consulting		474		449		1,067		1,134
Office expense		281		260		744		750
Sales and marketing		70		114		162		250
Investor relations		63		35		145		139
Board of director expense		97		77		232		198

	Three months ended						Nine months ended
	September 30, 2019			September 30, 2020			September 30, 2019			September 30, 2020
BioLargo corporate		(3,393	)		(1,374	)		(6,985	)		(4,954	)
ONM Environmental		(119	)		(142	)		(260	)		(421	)
Clyra Medical		(351	)		(528	)		(982	)		(1,493	)
BLEST		27			(298	)		(110	)		(465	)
BioLargo Water		(50	)		(48	)		(288	)		(374	)
Net loss		(3,886	)		(2,390	)		(8,625	)		(7,707	)

		Incorporated by Reference Herein
Exhibit Number	Exhibit Description	Form	File Date
3.1	Bylaws of BioLargo, Inc., as amended and restated	Form 10-KSB	5/23/2003
3.2	Amended and Restated Certificate of Incorporation for BioLargo, Inc. filed March 16, 2007	Form 10-KSB	5/4/2007
3.3	Certificate of Amendment to Certificate of Incorporation, filed May 25, 2018	Pos Am	6/22/2018
3.4	Amended and Restated Articles of Incorporation of Clyra Medical Technologies, Inc.	Form 8-K	1/6/2016
4.1	2018 Equity Incentive Plan	Form S-8	6/22/2018
4.2	Stock Option Award Agreement under 2018 Equity Incentive Plan	Form S-8	6/22/2018
4.3	Notice of Stock Option Grant under 2018 Equity Incentive Plan	Form S-8	6/22/2018
4.4	Restricted Stock Unit Award Agreement under 2018 Equity Incentive Plan	Form S-8	6/22/2018
4.5	Notice of Restricted Stock Unit Award under 2018 Equity Incentive Plan	Form S-8	6/22/2018
4.6	Form of Stock Options issued in exchange for reduction in accounts payable.	Form 10-K	3/31/2015
4.7	Form of Note issued in Summer 2017 Offering	Form 10-Q	8/14/2017
4.8	$50,000 convertible note, matures March 8, 2020	Form 10-Q	5/14/2018
4.9	Promissory note issued by Clyra Medical to Scion Solutions dated September 26, 2018	Form 8-K	10/2/2018
4.10	Amendment dated March 5, 2019 to Promissory Note issued to Vernal Bay Investments, LLC on September 19, 2018	Form 8-K	3/8/2019
4.11	Amendment dated March 5, 2019 to Promissory Note issued to Chappy Bean, LLC on September 19, 2018	Form 8-K	3/8/2019
4.12	OID twelve-month promissory note	Form 8-K	8/2/2019
4.13	Stock purchase warrant issued to OID twelve-month investors	Form 8-K	8/2/2019
4.14	$600,000 Promissory note dated August 9, 2019	Form 10-Q	8/14/2019
4.15	Warrant to purchase 1.2 million shares issued August 9, 2019	Form 10-Q	8/14/2019
4.16	Amendment dated August 12, 2019 to Promissory Note issued to Vernal Bay Investments, LLC on September 19, 2018	Form 10-Q	8/14/2019
4.17	Amended and restated note issued to Vernal August 12, 2019	Form 10-Q	8/14/2019
4.18	Warrant issued to Vernal August 12, 2019	Form 10-Q	8/14/2019
4.19	Warrant issued March 2018, expiring March 2023	S-1	8/29/2019
4.20	Form of warrant issued January 2019 to Lincoln Park, expiring January 2024	S-1	8/29/2019
4.21	Registration Rights Agreement, dated as of March 30, 2020, by and between BioLargo, Inc. and Lincoln Park Capital Fund, LLC	Form 8-K	3/31/2020

4.22	Warrant issued in 2020 Unit Offering	Form 10-Q	8/14/2020
10.1	License Agreement to Clyra Medical Technologies, Inc., dated December 17, 2012	Form 8-K	1/6/2016
10.2	December 30, 2015 amendment to License Agreement with Clyra Medical Technologies, Inc.	Form 8-K	1/6/2016
10.3	Amendment dated June 30, 2020 to License Agreement with Clyra Medical Technologies, Inc.	Form 8-K	7/7/2020
10.4	Consulting Agreement dated December 30, 2015 with Beach House Consulting LLC	Form 8-K	1/6/2016
10.5	Commercial Office Lease Agreement for 14921 Chestnut St., Westminster, CA 92683	Form 8-K	8/24/2016
10.6	Escrow Agreement dated September 26, 2018 regarding Clyra/Scion transaction	Form 8-K	10/2/2018
10.7	2020 Engagement Extension Agreement with Charles K. Dargan II	Form 8-K	2/27/2020
10.8	Purchase Agreement, dated as of March 30, 2020 by and between BioLargo, Inc. and Lincoln Park Capital Fund, LLC.	Form 8-K	3/31/2020
10.9	Amendment dated June 30, 2020 to Consulting Agreement dated December 30, 2015 between Clyra Medical and Beach House Consulting LLC	Form 8-K	7/7/2020
10.10	Revolving Line of Credit Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay	Form 8-K	7/7/2020
10.11	Security Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay	Form 8-K	7/7/2020
10.12	Revolving Line of Credit Note issued by Clyra Medical to Vernal Bay on June 30, 2020	Form 8-K	7/7/2020
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
32*	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS**	XBRL Instance
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation
101.DEF**	XBRL Taxonomy Extension Definition
101.LAB**	XBRL Taxonomy Extension Labels
101.PRE**	XBRL Taxonomy Extension Presentation

Date: November 16, 2020	BIOLARGO, INC. By: /s/ DENNIS P. CALVERT
	Dennis P. Calvert Chief Executive Officer


Date: November 16, 2020	By: /s/ CHARLES K. DARGAN, II
	Chief Financial Officer



Date: November 16, 2020	By:	/s/ DENNIS P. CALVERT
		Dennis P. Calvert
		Chief Executive Officer



Date: November 16, 2020	By:	/s/ CHARLES K. DARGAN II
		Charles K. Dargan II
		Chief Financial Officer



Dated: November 16, 2020	By:	/s/ DENNIS P. CALVERT
		Dennis P. Calvert
		President and Chief Executive Officer