USBC, Inc 10-Q, filed Feb 14, 2020

USBC, Inc. (USBC)

10-Q 2020-02-14 For: 2019-12-31

Added on April 10, 2026

About this 10-Q

USBC, Inc filed this 10-Q on February 14, 2020, covering the quarter ended December 31, 2019.

Headline figures

Quarter ended December 31, 2019, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $117.39K; down 80.5% from $602.21K a year earlier
Net loss: $3.02M; compared with a net loss of $769.2K a year earlier

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

Nevada		90-0273142
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

500 Union Street, Suite 810, Seattle, Washington USA		98101
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer (Do not check if a smaller reporting company)	☐	Smaller reporting company	☒
Emerging growth company	☐

	Page Number

PART I FINANCIAL INFORMATION

ITEM 1 Financial Statements (unaudited except as noted)	3

Consolidated Balance Sheets as of December 31, 2019 and September 30, 2019 (audited)	3

Consolidated Statements of Operations for the three months ended December 31, 2019 and 2018	4

Consolidated Statements of Changes in Stockholders’ Deficit	5

Consolidated Statements of Cash Flows for the three months ended December 31, 2019 and 2018	6

Notes to the Financial Statements	7

ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operation	20

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk	29

ITEM 4 Controls and Procedures	29

PART II OTHER INFORMATION

ITEM 1A. Risk Factors	31

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds	40

ITEM 3 Defaults upon Senior Securities	41

ITEM 4 Mine Safety Disclosures	41

ITEM 5 Other Information	41

ITEM 6 Exhibits	41

SIGNATURES	44

	December 31, 2019	September 30, 2019
ASSETS		(Audited)

CURRENT ASSETS:
Cash and cash equivalents	$1,502,309	$1,900,836
Accounts receivable, net of allowance of $0 and $40,000, respectively	-	63,049
Prepaid expenses	5,191	6,435
Inventories, net	-	7,103
Total current assets	1,507,500	1,977,423

PROPERTY AND EQUIPMENT, NET	128,846	130,472

OTHER ASSETS
Intangible assets	231,113	274,446
Other assets	13,767	13,766
Operating lease right of use asset	213,426	243,526

TOTAL ASSETS	$2,094,652	$2,639,633

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:
Accounts payable - trade	$793,554	$810,943
Accounts payable - related parties	5,721	7,048
Accrued expenses	373,466	460,055
Accrued expenses - related parties	655,380	458,500
Convertible notes payable	5,303,664	3,954,241
Current portion of operating lease right of use liability	124,523	124,523
Total current liabilities	7,256,308	5,815,310

NON-CURRENT PORTION OF OPERATING LEASE RIGHT OF USE LIABILITY	91,971	121,613

COMMITMENTS AND CONTINGENCIES (Note 14)	-	-

STOCKHOLDERS' DEFICIT
Preferred stock - $0.001 par value, 5,000,000 shares authorized, 0 shares issued and
outstanding at 12/31/2019 and 9/30/2019 respectively	-	-
Series A Convertible Preferred stock - $0.001 par value, 23,334 shares authorized, 0 shares
issued and outstanding at 12/31/2019 and 9/30/2019, respectively	-	-
Series C Convertible Preferred stock - $0.001 par value, 1,785,715 shares authorized,
1,785,715 shares issued and outstanding at 12/31/2019 and 9/30/2019, respectively	1,790	1,790
Series D Convertible Preferred stock - $0.001 par value, 1,016,014 shares authorized,
1,016,004 shares issued and outstanding at 12/31/2019 and 9/30/2019, respectively	1,015	1,015
Common stock - $0.001 par value, 100,000,000 shares authorized, 18,468,057 and 18,366,178
shares issued and outstanding at 12/31/2019 and 9/30/2019, respectively	18,468	18,366
Additional paid in capital	40,143,753	39,085,179
Accumulated deficit	(45,418,653)	(42,403,640)
Total stockholders' deficit	(5,253,627)	(3,297,290)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$2,094,652	$2,639,633

	Three Months Ended,
	December 31, 2019	December 31, 2018

REVENUE	$117,393	$602,209
COST OF SALES	65,935	472,286
GROSS PROFIT	51,458	129,923
RESEARCH AND DEVELOPMENT EXPENSES	491,138	206,990
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	920,551	689,446
OPERATING LOSS	(1,360,231)	(766,513)

OTHER INCOME (EXPENSE):
Interest expense	(1,679,490)	(9,126)
Other income	24,708	6,436
Total other (expense), net	(1,654,782)	(2,690)

LOSS BEFORE INCOME TAXES	(3,015,013)	(769,203)

Income taxes - current provision	-	-

NET LOSS	$(3,015,013)	$(769,203)

Basic and diluted loss per share	$(0.16)	$(0.04)

Weighted average shares of common stock outstanding- basic and diluted	18,409,902	17,571,057

	Series A Convertible		Series C Convertible		Series D Convertible				Additional		Total
	Preferred Stock		Preferred Stock		Preferred Stock		Common Stock		Paid in	Accumulated	Stockholders'
	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Deficit	Deficit
Balance as of October 1, 2018	20,000	$11	1,785,715	$1,790	1,016,004	$1,015	17,531,522	$17,531	$32,163,386	$(34,791,324)	$(2,607,591)
Stock compensation expense - employee options	-	-	-	-	-	-	-	-	-	171,499	171,499
Conversion of Series A Convertible Preferred Stock	-	-					279,929	280	(280)	-	-
Net loss	-	-	-	-	-	-	-	-	-	(769,203)	(769,203)
Balance as of December 31, 2018	20,000	11	1,785,715	1,790	1,016,004	1,015	17,811,451	17,811	32,163,106	(35,389,028)	(3,205,295)

Balance as of October 1, 2019	-	-	1,785,715	1,790	1,016,004	1,015	18,366,178	18,366	39,085,179	(42,403,640)	(3,297,290)
Stock compensation expense - employee options	-	-	-	-	-	-	-	-	399,897	-	399,897
Stock option exercise	-	-	-	-	-	-	73,191	73	(73)	-	-
Beneficial conversion feature (Note 10)	-	-	-	-	-	-	-	-	330,082	-	330,082
Issuance of warrants to debt holders (Note 10)	-	-	-	-	-	-	-	-	168,270		168,270
Issuance of warrants for services related to debt offering (Note 10)	-	-	-	-	-	-	-	-	160,427		160,427
Issuance of common stock for exercise of warrants	-	-	-	-	-	-	28,688	29	(29)	-	-
Net loss	-	-	-	-	-	-	-	-	-	(3,015,013)	(3,015,013)
Balance as of December 31, 2019	$-	-	$1,785,715	1,790	$1,016,004	$1,015	$18,468,057	$18,468	$40,143,753	$(45,418,653)	(5,253,627)

	Estimated	December 31,	September 30,
	Useful Lives	2019	2019
Machinery and equipment	2-10 years	$470,276	$412,238
Leasehold improvements	2-3 years	3,612	3,612
Furniture and fixtures	2-3 years	153,071	58,051
Software and websites	3- 7 years	35,830	35,830
Less: accumulated depreciation		(533,943)	(379,259)
		$128,846	$130,472

Year	$
2020	$133,996
2021	86,064
2022	24,520
2023	-
	244,580
Imputed interest	(30,584)
Total lease liability	$213,996

	December 31, 2019	September 30, 2019
Convertible note- Clayton A. Struve	$1,071,000	$1,071,000
Convertible note- Ronald P. Ericksin	1,184,066	1,184,066
2019 Debt offering	4,242,515	4,242,515
2020 Debt offering	520,000	-

less debt discount - beneficial conversion feature	(825,095)	(1,273,692)
less debt discount - warrants	(406,253)	(616,719)
less debt discount - warrants issued for services related to debt offering	(482,569)	(652,919)
	$5,303,664	$3,954,251

	December 31, 2019
		Weighted
		Average
		Exercise
	Shares	Price
Outstanding at beginning of period	17,747,090	$0.455
Issued	331,400	1.200
Exercised	(28,688)	(0.250)
Forfeited	(5,312)	(0.250)
Expired	-	-
Outstanding at end of period	18,044,490	$0.469
Exerciseable at end of period	18,044,490

Assumptions
Dividend yield	0%
Expected life	5 years
Expected volatility	176%-177%
Risk free interest rate	1.51%-1.71%

		Weighted Average
	Options	Exercise Price	$
Outstanding as of September 30, 2017	15,404	$14.68	$226,059
Granted	2,180,000	1.683	3,668,500
Exercised	-	-	-
Forfeitures	(12,736)	14.764	(188,040)
Outstanding as of September 30, 2018	2,182,668	1.698	3,706,519
Granted	2,870,000	2.615	7,504,850
Exercised	-	-	-
Forfeitures	(520,000)	(3.906)	(2,031,000)
Outstanding as of September 30, 2019	4,532,668	2.025	9,180,369
Granted	2,940,000	1.102	3,239,500
Exercised	(73,191)	(0.250)	(18,298)
Forfeitures	(2,586,809)	(2.644)	(6,839,702)
Outstanding as of December 31, 2019	4,812,668	$1.156	$5,561,869

			Segment
		Gross	Net	Segment
Segment	Revenue	Margin	Loss	Assets
Three Months Ended December 31, 2019
Development of the Bio-RFID™” and “ChromaID™” technologies	$-	$-	$(3,072)	$2,077
TransTech distribution business	117	51	57	18
Total segments	$117	$51	$(3,015)	$2,095

Three Months Ended December 31, 2018
Development of the Bio-RFID™” and “ChromaID™” technologies	$-	$-	$(737)	$775
TransTech distribution business	602	130	(32)	481
Total segments	$602	$130	$(769)	$1,256

	Three Months Ended December 31,
	2019	2018	$ Variance	% Variance

Revenue	$117	$602	$(485)	-80.6%
Cost of sales	66	472	(406)	86.0%
Gross profit	51	130	(79)	-60.8%
Research and development expenses	491	207	284	-137.2%
Selling, general and administrative expenses	921	689	232	-33.7%
Operating loss	(1,361)	(766)	(595)	-77.7%
Other (expense) income:
Interest expense	(1,679)	(9)	(1,670)	-18555.6%
Other income	25	6	19	316.7%
Total other income (expense), net	(1,654)	(3)	(1,651)	-55033.3%
Loss before income taxes	(3,015)	(769)	(2,246)	-292.1%
Income taxes - current (benefit)	-	-	-	0.0%
Net loss	$(3,015)	$(769)	$(2,246)	-292.1%

	Three Months Ended,
	December 31, 2019	December 31, 2018

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$(3,015,013)	$(769,203)
Adjustments to reconcile net loss to net cash (used in) operating activities
Depreciation and amortization	60,316	61,824
Stock based compensation- stock option grants	399,897	171,499
Amortization of debt discount	1,567,047	-
Provision on loss on accounts receivable	40,000	1,371
Right of use, net	458	-
Changes in operating assets and liabilities:
Accounts receivable	23,049	113,083
Prepaid expenses	1,243	5,449
Inventory	7,103	44,359
Accounts payable - trade and accrued expenses	91,575	(94,593)
Deferred revenue	-	(55,959)
NET CASH (USED IN) OPERATING ACTIVITIES	(824,325)	(522,170)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in research and development equipment	(15,357)	(2,848)
NET CASH (USED IN) INVESTING ACTIVITIES:	(15,357)	(2,848)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on line of credit	-	(98,610)
Proceeds from convertible notes payable	520,000	-
Payments for issuance costs from notes payable	(78,845)	-
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	441,155	(98,610)

NET (DECREASE) IN CASH AND CASH EQUIVALENTS	(398,527)	(623,628)

CASH AND CASH EQUIVALENTS, beginning of period	1,900,836	934,407

CASH AND CASH EQUIVALENTS, end of period	$1,502,309	$310,779

Supplemental disclosures of cash flow information:
Interest paid	$-	$9,126
Taxes paid	$-	$-

Non-cash investing and financing activities:

	December 31, 2019
	Weighted	Weighted		Weighted
	Average	Average		Average
Number of	Remaining	Exercise	Shares	Exercise
Warrants	Life ( In Years)	Price	Exerciseable	Price
13,383,286	2.79	$0.250	13,383,286	$0.250
714,286	1.58	0.700	714,286	0.700
882,158	1.87	1.000	882,158	1.000
3,044,760	4.31	1.20-1.50	3,044,760	1.20-1.50
20,000	4.17	2.34-4.08	20,000	2.34-4.08

18,044,490	3.29	$0.469	18,044,490	$0.469

		Weighted	Weighted		Weighted
		Average	Average		Average
Range of	Number	Remaining Life	Exercise Price	Number	Exercise Price
Exercise Prices	Outstanding	In Years	Outstanding	Exerciseable	Exerciseable
$0.25	230,000	3.46	$0.250	86,250	$0.25
1.10-1.25	2,940,000	4.85	1.10	200,000	1.10
1.28-1.50	1,580,000	4.85	1.34	414,375	1.29
1.79-1.90	60,000	4.30	1.85	17,500	1.84
13.50-15.00	2,668	0.25	14.25	1,334	13.50
	4,812,668	4.45	$1.156	719,459	$1.179

		Less Than			Greater Than
Contractual Cash Obligations (1)	Total	1 Year	1-3 Years	3-5 Years	5 Years
Operating leases	$244,580	$133,996	$110,584	$-	$-
Convertible notes payable	7,017,581	7,017,581	-	-	-
	$7,262,161	$7,151,577	$110,584	$-	$-

●	any of our existing patents will continue to be held valid, if challenged;
●	patents will be issued for any of our pending applications;
●	any claims allowed from existing or pending patents will have sufficient scope or strength to protect us;
●	our patents will be issued in the primary countries where our products are sold in order to protect our rights and potential commercial advantage; or
●	any of our products or technologies will not infringe on the patents of other companies.

	●	Announcements by us regarding liquidity, significant acquisitions, equity investments and divestitures, strategic relationships, addition or loss of significant customers and contracts, capital expenditure commitments and litigation;
	●	Issuance of convertible or equity securities and related warrants for general or merger and acquisition purposes;
	●	Issuance or repayment of debt, accounts payable or convertible debt for general or merger and acquisition purposes;
	●	Sale of a significant number of shares of our common stock by stockholders;
	●	General market and economic conditions;
	●	Quarterly variations in our operating results;
	●	Investor and public relation activities;
	●	Announcements of technological innovations;
	●	New product introductions by us or our competitors;
	●	Competitive activities;
	●	Low liquidity; and
	●	Additions or departures of key personnel.

Exhibit No.		Description
3.1		Restatement of the Articles of Incorporation dated September 13, 2013 (incorporated by reference to the Company’s Current Report on Form 8-K/A2, filed September 17, 2013)
3.2		Amended and Restated Bylaws (incorporated by reference to the Company’s Form 8-K, filed August 17, 2012)
3.3		Certificate of Amendment to the Restatement of the Articles of Incorporation dated June 11, 2015 (incorporated by reference to the Company’s Current Report on Form 8-K, filed June 17, 2015)
3.4		Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 11, 2016)
3.5		Form of Series C Convertible Preferred Stock 2016 (incorporated by reference to the Company’s Registration Statement on Form S-1, filed September 1, 2016)
3.6		Certificate of Correction and Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock (incorporated by reference to the Company’s Amended Current Report on Form 8-K/A, filed January 9, 2017)
3.7		Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 10, 2017)
3.8		Amended and Restated Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock. (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 5, 2017)
3.9		Second Amended and Restated Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K, filed July 19, 2018)
3.10		Articles of Merger (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 3, 2018)
3.11		Second Amended and Restated Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K, filed July 20, 2018)
3.12		Certificate of Designation of Series F Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 3, 2018)
4.1		2011 Stock Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A, filed January 11, 2013)
10.1		Form of Preferred Stock and Warrant Purchase Agreement , Form of Amended and Restated Registration Rights Agreement. and Form of Series F Warrant to Purchase Common Stock by and between Visualant, Incorporated and Clayton A. Struve (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 5, 2017)
10.2		Securities Purchase Agreement dated August 14, 2017 by and between Visualant, Incorporated and accredited investor (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 18, 2017)
10.3		Senior Secured Convertible Redeemable Debenture dated December 12, 2017 by and between Visualant, Incorporated and accredited investor. (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 22, 2017)

10.4		Senior Secured Convertible Redeemable Debenture dated February 28, 2018 by and between Visualant, Incorporated and accredited investor. (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 7, 2018)
10.5		Note and Account Payable Conversion Agreement and related notes and warrants dated January 31, 2018 by and between Visualant, Incorporated and J3E2A2Z LP (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 21, 2018)
10.6		Employment Agreement dated April 10, 2018 by and between Visualant, Incorporated and Phillip A. Bosua. (incorporated by reference to the Company’s Annual Report on Form 10-K, filed December 21, 2018)
10.7		Amended Employment Agreement dated April 10, 2018 by and between Visualant, Incorporated and Ronald P. Erickson. (incorporated by reference to the Company’s Annual Report on Form 10-K, filed December 21, 2018)
10.8		Agreement and Plan of Merger, dated as of April 10, 2018, by and among Visualant, Incorporated, 500 Union Corporation, and RAAI Lighting, Inc. (incorporated by reference to the Company’s Annual Report on Form 10-K, filed December 21, 2018)
10.9		Certificate of Merger, dated as of April 10, 2018, by 500 Union Corporation (incorporated by reference to the Company’s Current Report on Form 8-K, filed April 17, 2018)
10.10		Amendment 1 dated November 16, 2018 to Senior Secured Convertible Redeemable Note dated September 30, 2016 by and between Know Labs, Inc. and Clayton A. Struve (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 16, 2018)
10.11		Amendment 1 dated November 16, 2018 to Senior Secured Convertible Redeemable Note dated August 14, 2017 by and between Know Labs, Inc. and Clayton A. Struve (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 16, 2018)
10.12		Amendment 1 dated November 16, 2018 to Senior Secured Convertible Redeemable Note dated December 12, 2017 by and between Know Labs, Inc. and Clayton A. Struve (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 16, 2018)
10.13		Sixth Modification of Loan and Security Agreement effective December 12, 2018 by and between TransTech Systems, Inc. and Capital Source Business Finance Group (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 20, 2018)
10.14		Form of Securities Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)
10.15		Form of Subscription Agreement, Subordinated Convertible Note, Common Stock Purchase Warrant, Subordination and Registration Rights Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 6, 2019)
10.16		Amendment 2 dated April 30, 2019 to Senior Secured Convertible Redeemable Note dated September 30, 2016 by and between Know Labs, Inc. and Clayton A. Struve. (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 22, 2019)
10.17		Amendment 2 dated April 30, 2019 to Senior Secured Convertible Redeemable Note dated August 14, 2017 by and between Know Labs, Inc. and Clayton A. Struve. (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 22, 2019)
10.18		Amendment 2 dated April 30, 2019 to Senior Secured Convertible Redeemable Note dated December 12, 2017 by and between Know Labs, Inc. and Clayton A. Struve. (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 22, 2019)
10.19		Amendment 1 dated April 30, 2019 to Senior Secured Convertible Redeemable Note dated February 28, 2018 by and between Know Labs, Inc. and Clayton A. Struve. (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 22, 2019)
10.20		Amendment 1 dated April 30, 2019 to Convertible Redeemable Promissory Note dated January 31, 2018 by and between Know Labs, Inc. and J3E2A2Z LP. (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 22, 2019)
10.21		Amendment 1 dated April 30, 2019 to Convertible Redeemable Promissory Note dated January 31, 2018 by and between Know Labs, Inc. and J3E2A2Z LP. (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 22, 2019)
10.22		Amendment 2 dated November 26, 2019 to Convertible Redeemable Promissory Note dated January 31, 2018 by and between Know Labs, Inc. and J3E2A2Z LP. (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 12, 2019)
10.23		Amendment 2 dated November 26, 2019 to Senior Secured Convertible Redeemable Note dated September 30, 2016 by and between Know Labs, Inc. and Clayton A. Struve. (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 16, 2019)
10.24		Amendment 2 dated November 26, 2019 to Senior Secured Convertible Redeemable Note dated August 14, 2017 by and between Know Labs, Inc. and Clayton A. Struve. (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 16, 2019)
10.25		Amendment 2 dated November 26, 2019 to Senior Secured Convertible Redeemable Note dated December 12, 2017 by and between Know Labs, Inc. and Clayton A. Struve. (incorporated by reference to the Companys Current Report on Form 8-K, filed December 16, 2019)
10.26		Amendment 1 dated November 26, 2019 to Senior Secured Convertible Redeemable Note dated February 28, 2018 by and between Know Labs, Inc. and Clayton A. Struve. (incorporated by reference to the Companys Current Report on Form 8-K, filed December 16, 2019)
14.1		Code of Ethics dated November 2018 (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 27, 2018)
16.1		Letter dated October 4, 2019 from SD Mayer and Associates, LLP. (incorporated by reference to the Company’s Current Report on Form 8-K, filed October 8, 2019)
99.1		Audit Committee Charter dated November 2018 (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 27, 2018)
99.2		Compensation Committee Charter dated November 2018 (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 27, 2018)
99.3		Nominations and Corporate Governance Committee Charter dated November 2018 (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 27, 2018)
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document


Date: February 14, 2020	By:	/s/ Phillip A Bosua
		Phillip A. Bosua
		Chief Executive Officer, and Director
		(Principal Executive Officer)


Date: February 14, 2020	By:	/s/ Ronald P. Erickson
		Ronald P. Erickson
		Interim Chief Financial Officer, and Treasurer
		(Principal Financial and Accounting Officer)