1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO ___________ COMMISSION FILE NUMBER: 0-12185 ------------- DAUGHERTY RESOURCES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PROVINCE OF BRITISH COLUMBIA NOT APPLICABLE (State or other jurisdiction of incorporation (I.R.S. EMPLOYER or organization) IDENTIFICATION NO.) 120 PROSPEROUS PLACE, SUITE 201 LEXINGTON, KENTUCKY 40509-1844 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (606) 263-3948 ------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . --- --- THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON STOCK, AS OF JUNE 30, 1999, WAS 2,272,182. Transitional Small Business Disclosure Format (check one): Yes No X . --- --- ================================================================================ 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. The information required by this Item 1 appears on pages 8 through 11 of this Report, and is incorporated herein by reference. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following is a discussion of the Company's financial condition and results of operations. This discussion should be read in conjunction with the Financial Statements of the Company described in Item 1 of this Report. Statements contained in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are not historical facts may be forward looking statements. Reliance upon such information involves risks and uncertainties, including those created by general market conditions, competition and the possibility that events may occur which could limit the ability of the Company to maintain or improve its operating results or execute its primary growth strategy. Although management believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate, and there can be no assurances that the forward-looking statements included herein will prove to be accurate. The inclusion of such information should not be regarded as a representation by management or any other person that the objectives and plans of the Company will be achieved. Moreover, such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Daugherty Resources, Inc., formerly Alaska Apollo Resources Inc., (the "Company" or the "Registrant") is a diversified natural resources company with assets in oil and gas, wood products manufacturing, and gold prospects. Originally formed in 1979 to develop gold properties, the Company in the fourth quarter of 1993, acquired its wholly owned subsidiary, Daugherty Petroleum, Inc. The purchase of Daugherty Petroleum, Inc. and the subsequent purchase of 80% of Red River Hardwoods, Inc. in the fourth quarter of 1996 have given the Company a diversified revenue and asset base that is primarily located in Appalachia. Since acquiring Daugherty Petroleum, Inc., the Company has increased its reserves through the acquisition of oil and gas properties in the Appalachian and Illinois Basins, and the drilling of wells through joint venture and turnkey drilling programs, where Daugherty Petroleum, Inc. is the primary decision maker. The Company continues to aggressively seek acquisitions and drilling programs. At the Annual General Meeting held on June 30, 1999, shareholders approved special resolutions, effective June 30, 1999, authorizing the following: 1. Increasing the Company's authorized common shares from 10,000,000 common shares without par value to 100,000,000 common shares without par value; 2. Altering the Memorandum of the Company so that the authorized capital will be increased by creating 5,000,000 preferred shares without par value; 3. Attaching special rights and restrictions to the common shares and preferred shares; The creation of the preferred shares by the Company will allow the planned acquisition of interests in certain oil and gas wells in Kentucky, Louisiana and Tennessee. Management believes this acquisition will close in the third quarter of 1999. 2 3 The acquisition of Red River Hardwoods, Inc. diversified the Company by adding lumber activities. The revenues of Red River have been reflected on the Company's Consolidated Financial Statements. On June 30, 1999, a Letter of Intent was signed to sell Red River to H & S Lumber, Inc., Clay City, KY. The sale is expected to close during August, 1999 and has an effective date of June 30, 1999. The sale of Red River will allow the Company's management to concentrate on expanding its core oil and gas operations. The Company continues its tradition of realizing revenues from its oil and gas operations. For the six months ending June 30, 1999, the Company drilled four natural gas wells. By comparison, for the same period of 1998, the Company drilled seven natural gas wells. Drilling operations for the first six months of 1999 were primarily related to a joint venture on the Company's farmout acreage acquired from Equitable Resources Energy Corporation. Effective June 29, 1998, the Company's stock was traded on The Nasdaq Small Cap Market under the name Daugherty Resources, Inc. Effective March 15, 1999, the Company's symbol was changed to "NGAS". LIQUIDITY The Company continues to acquire natural gas and oil properties. Daugherty Petroleum, Inc. has provided the Company with a diversified asset base that includes natural resources other than its original gold and silver mining properties. During the first six months of 1999, management continued to invest in areas it deemed crucial in developing an infrastructure suitable to support future growth. These areas included ongoing expenses in management, professional and operational personnel, and other expenses deemed necessary to position the Company for future acquisitions and financing. Historically, the Company's revenues have been from its interests in the producing natural gas and oil wells it operates and in which it owns interests, from its activities as "turnkey driller" and operator for various drilling programs in its geographic area, and sales of wood products. Daugherty Petroleum, Inc. has reduced its dependence on activities as "turnkey driller" for private investors and instead concentrated on joint ventures with industry partners. During the first six months of 1999, approximately 15% of the Company's revenues were derived from joint venture drilling. Natural gas and oil operations and revenues accounted for 10% of the revenues. Manufacturing sales related to Red River accounted for 75% of the revenues. The Company plans to drill 15 wells during the last two quarters of 1999 and earn interests ranging from 12.5% to 50% interest in each well it drills. Working capital for the period ending June 30, 1999, was a negative $3,679,472 compared to the same period in 1998, when working capital was a negative $2,451,792. During the first six months of 1999, and compared to the same period in 1998, the changes in the composition of the Company's current assets were: cash balances increased $149,472 from $201,792 to $351,264 accounts receivable balances decreased $282,482 from $557,807 to $275,325; and inventories decreased $407,299 from $663,169 to $255,870. Other current assets such as prepaids and notes receivable increased $7,131 from $9,073 to $16,204. Overall, current assets decreased by $533,178 to $898,663. Current liabilities for the period ended June 30, 1999 were $4,578,135 compared to $3,883,633 for the period ended June 30, 1998. A line of credit and new short-term bank loans accounted for $972,177 of the increase. While management believes that its cash flow resulting in operating revenues will contribute significantly to its short-term financial commitments and operating costs, it has continued to refine its long range strategy in 1999 to meet the Company's financial obligations. This strategy involves: - ACQUISITION OF REVENUE-PRODUCING PROPERTIES: In November 1997, Daugherty Petroleum signed a Letter of Intent to acquire producing oil and gas properties in Kentucky, Louisiana and Tennessee. Management believes that the addition of these properties will favorably impact the Company's cash flow. Daugherty Petroleum is also continually reviewing existing properties in its area of interest that are for sale. 3 4 - INCREASING THE LINE OF CREDIT: The Company obtained a $1,000,000 line of credit from Compass Bank of Houston, Texas in 1998. The Company expects to increase the line of credit in 1999. - INSTALLATION OF ADDITIONAL NATURAL GAS GATHERING SYSTEM: The Company plans to expand its natural gas pipeline by 45,000 feet in 1999. The extension will allow for substantially more natural gas to be transported to market from wells drilled in 1998 and 1999. - CONVERTIBLE NOTE PRIVATE PLACEMENT: During the second and third quarters of 1999, the Company conducted a private placement of its 10% convertible secured notes due 2004 (the "Notes) to raise funds for its ongoing drilling activities. The Notes will be convertible into the Company's common stock at 125% above the prevailing market price prior to the closing and will be guaranteed by Daugherty Petroleum. Daugherty Petroleum's guarantee will be secured by a lien on its gold mining interests, which lien may ultimately be replaced by a lien on wells drilled with Note proceeds. Each Note will be redeemable at the option of the holder eighteen months after the closing at 100% of the principal amount, payable in cash, plus a premium equal to 25% of the principal amount, payable in common stock of the Company based on its prevailing market price. The put rights are exercisable only during a 10-day period commencing 14 months after the closing. To date, the Company has received subscriptions for Notes aggregating $800,000, which it intends to issue in mid-August 1999, with the offering to continue until the end of August 1999. - SALE OF RED RIVER HARDWOODS, INC.: The Company has signed a Letter of Intent to sell its 80% stake in Red River. The divestiture of Red River will dramatically affect the Company's financial statement by reducing outstanding debt by approximately $3.7 million. RESULTS OF OPERATIONS For the six month period ending June 30, 1999, the Company's gross revenues decreased $768,512 to $2,188,217 from $2,956,729 for the same period in 1998. The Company experienced a net loss of $771,531 in this period compared to a net loss of $538,960 in the same period of 1998. The Company's gross revenues were derived from drilling contract revenues of $326,834 (15%), from natural gas and oil operations and production revenues of $212,777 (10%), and lumber sales and product manufacturing revenues of $1,648,606 (75%). The decrease in gross revenues of $768,512 was primarily attributable to the decreased drilling activities and lumber sales during the period. Contract revenues from drilling activities decreased by $461,212 from $788,046 in the first six months of 1998 to $326,834 in the first six months of 1999. Manufacturing revenues related to Red River Hardwoods decreased by $239,744 from $1,888,350 in the first six months of 1998 to $1,648,606 in the first three months of 1999. During the first six months of 1999, total direct costs decreased by $519,198 to $2,079,501 compared to $2,598,699 in the first six months of 1998. These direct costs included Red River Hardwoods' expenses and drilling costs for four natural gas wells. YEAR 2000 INFORMATION The Company's field and administrative operations have been reviewed for Year 2000 Compliance. Normal upgrades will result in essential operations being Year 2000 compliant. Some remaining operations, such as non-essential personal computers and non-financial software products, can be easily upgraded at nominal cost and inconvenience. The Company has contacted its gas purchasers and third party software and service vendors concerning Year 2000 compliance. Those third parties not already compliant have indicated that they are working to be compliant. The Company will be preparing contingency plans regarding those third parties that do not currently meet Year 2000 compliance standards. Costs incurred to date, future costs, implementation of contingency plans and completion of modifications or replacements have not been and are not expected to be material or pose a material risk. 4 5 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. ITEM 5. OTHER INFORMATION. Not Applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) LIST OF DOCUMENTS FILED WITH THIS REPORT. PAGE ----- (1) Balance Sheet for the Period Ended June 30, 1999.............. 8 Income Statement for the Period Ended June 30, 1999........... 9-10 Computation of Per Share Earnings............................. 11 All schedules have been omitted since the information required to be submitted has been included in the financial statements or notes or has been omitted as not applicable or not required. (2) Exhibits-- The exhibits indicated by an asterisk (*) are incorporated by reference. EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 3(a)* Memorandum and Articles for Catalina Energy & Resources Ltd., a British Columbia corporation, dated January 31, 1979, filed as an exhibit to Form 10 Registration Statement filed May 25, 1984. File No. 0-12185. 3(b)* Certificate for Catalina Energy & Resources Ltd., a British Columbia corporation, dated November 27, 1981, changing the name of Catalina Energy & Resources Ltd. to Alaska Apollo Gold Mines Ltd., and further changing the authorized capital of the Company from 5,000,000 shares of common stock, without par value per share, to 20,000,000 shares of common stock, without par value per share, filed as an exhibit to Form 10 Registration Statement filed May 25, 1984. File No. 0-12185. 3(c)* Certificate of Change of Name for Alaska Apollo Gold Mines Ltd., a British Columbia corporation, dated October 14, 1992, changing the name of Alaska Apollo Gold Mines Ltd. to Alaska Apollo Resources Inc., and further changing the authorized capital of the Company from 20,000,000 shares of common stock, without par value per share, to 6,000,000 shares of common stock, without par value per share. 3(d)* Altered Memorandum of Alaska Apollo Resources Inc., a British Columbia corporation, dated September 9, 1994, changing the authorized capital of the Company from 6,000,000 shares of common stock, without par value per share, to 20,000,000 shares of common stock, without par value per share. 3(e)* Certificate of Change of Name for Alaska Apollo Resources Inc., a British Columbia corporation, dated June 24, 1998, changing the name of Alaska Apollo Resources Inc. to Daugherty Resources, Inc. and further changing the authorized capital of the Registrant from 5 6 20,000,000 shares of common stock, without par value per share, to 50,000,000 shares of common stock, without par value, and authorizing the creation of 6,000,000 shares of preferred stock, without par value per share. (File No. 0-12185). 3(f)* Altered Memorandum of Daugherty Resources, Inc., a British Columbia corporation, dated June 24, 1998, changing the authorized common stock of the Registrant from 50,000,000 shares of common stock, without par value per share, to 10,000,000 shares of common stock, without par value. (File No. 0-12185). 3(g)* Altered Memorandum of Daugherty Resources, Inc., a British Columbia corporation, dated June 25, 1998, changing the authorized preferred stock of the Registrant from 6,000,000 shares of preferred stock, without par value per share, to 1,200,000 shares of preferred stock, without par value. Filed as an exhibit to Form 8-K, by the Company for reporting an event on June 29, 1998. (File No. 0-12185). 4* See Exhibit No. 3(a), (b), (c), (d), (e), (f), and (g). 10(a)* Alaska Apollo Resources Inc. 1997 Stock Option Plan, filed as Exhibit 10(a) to Form 10-K for the Company for the fiscal year ended December 31, 1996. (File No. 0-12185). 10(b)* Incentive Stock Option Agreement by and between Alaska Apollo Resources Inc. and William S. Daugherty dated March 7, 1997, filed as Exhibit 10(b) to Form 10-K for the Company for the fiscal year ended December 31, 1996. (File No. 0-12185). 10(c)* Warrant Agreement by and between Alaska Apollo Resources Inc. and Jayhead Investments Limited dated March 7, 1997, filed as Exhibit 10(c) to Form 10-K for the Company for the fiscal year ended December 31, 1996. (File No. 0-12185). 10(d)* Warrant Agreement by and between Alaska Apollo Resources Inc. and Trio Growth Trust dated March 7, 1997, filed as Exhibit 10(d) to Form 10-K for the Company for the fiscal year ended December 31, 1996. (File No. 0-12185). 10(e)* Warrant Agreement by and between Alaska Apollo Resources Inc. and Exergon Capital S.A. dated March 7, 1997, filed as Exhibit 10(e) to Form 10-K for the Company. 11 Computation of Per Share Earnings. 24 Powers of Attorney. 27 Financial Data Schedule. (b) REPORTS ON FORM 8-K. None (c) FINANCIAL STATEMENT SCHEDULES. No schedules are required, as all information required has been presented in the audited financial statements. 6 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized. DAUGHERTY RESOURCES, INC. By: /s/ William S. Daugherty ------------------------------- William S. Daugherty, President Dated: August 13, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ William S. Daugherty Chairman of the Board, President, August 13, 1999 - ------------------------ Director of the Registrant WILLIAM S. DAUGHERTY James K. Klyman* - ------------------------ Director of the Registrant August 13, 1999 JAMES K. KLYMAN Charles L. Cotterell* - ------------------------ Director of the Registrant August 13, 1999 CHARLES L. COTTERELL *By /s/ William S. Daugherty ------------------------ William S. Daugherty, Attorney-in-Fact 7 8 DAUGHERTY RESOURCES, INC. SUMMARY CONSOLIDATED BALANCE SHEETS (United States Dollars) Unaudited 6/30/98 6/30/99 ----------- ----------- ASSETS CURRENT ASSETS Cash $ 201,792 $ 351,264 Accounts receivable 557,807 275,325 Inventory 663,169 255,870 Other current assets 9,073 16,204 ----------- ----------- TOTAL CURRENT ASSETS 1,431,841 898,663 OIL & GAS PROPERTIES (NET) 4,284,367 4,614,703 MINING PROPERTY (NET) 11,227,733 11,232,229 PROPERTY & EQUIPMENT (NET) 1,863,741 1,692,374 OTHER ASSETS Related party loans 83,066 96,055 Bonds & deposits 54,224 54,224 Other assets 293,884 251,918 Goodwill, net of amortization of $1,110,925 1,204,209 974,741 ----------- ----------- 1,635,383 1,376,938 ----------- ----------- TOTAL ASSETS $20,443,065 $19,814,907 =========== =========== LIABILITIES & STOCKHOLDER'S EQUITY CURRENT LIABILITIES Short-term loans & notes $ 32,000 $ 1,029,177 Current portion of LT debt 1,011,195 635,494 Accounts payable 1,179,082 1,378,823 Accrued liabilities 541,202 705,720 Drilling prepayments 1,120,154 828,921 ----------- ----------- TOTAL CURRENT LIABILITIES 3,883,633 4,578,135 LONG-TERM LIABILITIES 2,942,360 3,173,299 PAYABLE TO RELATED PARTIES 37,612 20,848 ----------- ----------- 6,863,605 7,772,282 MINORITY INTEREST 757 - STOCKHOLDER'S EQUITY Common stock 21,054,304 21,319,145 Common stock subscribed - - Additional paid in capital - - Retained earnings (deficit) (6,936,641) (8,504,989) Current income (loss) (538,960) (771,531) ----------- ----------- 13,578,703 12,042,625 ----------- ----------- TOTAL LIABILITIES & STOCKHOLDER'S EQUITY $20,443,065 $19,814,907 =========== =========== Unaudited-Internally prepared by Company management 8 9 DAUGHERTY RESOURCES, INC. SUMMARY CONSOLIDATED STATEMENTS OF INCOME (United States Dollars) Unaudited For the six month period ended 6/30/98 6/30/99 ------------------------------- --------------------------- GROSS REVENUE $ 2,956,729 100.00% $ 2,188,217 100.00% - ------------- DIRECT EXPENSES 2,598,699 87.89% 2,079,501 95.03% - --------------- ----------- ------- ----------- ------- GROSS PROFIT 358,030 12.11% 108,716 4.97% GENERAL & ADMINISTRATIVE EXPENSES - --------------------------------- Salaries & wages 181,867 6.15% 250,660 11.45% Accounting & audit 73,546 2.49% 54,709 2.50% Advertising & promotion 5,658 0.19% 844 0.04% Amortization 105,234 3.56% 105,232 4.81% Bad debts - 0.00% 6,157 0.28% Depreciation 34,911 1.18% 23,028 1.05% General consulting 90,753 3.07% 41,224 1.88% Insurance 18,673 0.63% 26,254 1.20% Legal 50,288 1.70% 79,498 3.63% Office & general 107,962 3.65% 69,941 3.20% Payroll & property tax 16,095 0.54% 26,284 1.20% Rent 23,397 0.79% 28,444 1.30% Repairs & maintenance 2,809 0.10% 4,412 0.20% Shareholder & investor information 28,738 0.97% 8,340 0.38% Travel & entertainment 30,715 1.04% 31,123 1.42% ----------- ------- ----------- ------- TOTAL G & A EXPENSES 770,646 26.06% 756,150 34.56% OTHER INCOME (EXPENSE) - ---------------------- Interest & dividend income 14,277 0.48% 11,569 0.53% Miscellaneous 28,727 0.97% 42,507 1.94% Gain (loss) on sale of equipment - 0.00% - 0.00% Interest expense (169,348) -5.73% (178,173) -8.14% ----------- ------- ----------- ------- INCOME BEFORE INCOME TAX & OTHER (538,960) -18.23% (771,531) -35.26% - -------------------------------- Income tax expense (benefit) - 0.00% - 0.00% MINORITY PORTION - 0.00% - 0.00% - ---------------- -- ----- -- ----- ----------- ------- ----------- ------- NET INCOME (LOSS) $ (538,960) -18.23% $ (771,531) -35.26% =========== ======= =========== ======= DEFICIT, beginning of period (6,936,641) $ (8,504,989) DEFICIT, end of period (7,475,601) $ (9,276,520) Shares outstanding 1,964,351 2,272,182 EARNINGS PER SHARE ($0.27) ($0.34) Unaudited-Internally prepared by Company management 9 10 DAUGHERTY RESOURCES, INC. SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS (United States Dollars) Unaudited For the six month period ended 6/30/98 6/30/99 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (538,960) $ (771,531) Adjustments to reconcile net income (loss) to net cash cash provided by operating activities: Depreciation, depletion, & amortization 287,577 300,382 Minority interest - Changes in current assets & liabilities (Increase) decrease in: Accounts receivable (64,085) 136,171 Inventory 14,975 176,598 Other current assets 55,589 35,073 Increase (decrease) in: Short-term loans & notes (34,100) 95,660 Accounts payable (293,630) 217,401 Accrued liabilities 180,806 (145,410) Drilling prepayments (283,153) (93,589) ----------- ---------- Net cash provided by (used in) operating activities (674,981) (49,245) CASH FLOWS FROM INVESTING ACTIVITIES Change in oil & gas properties (387,104) (59,600) Change in mining properties 4,496 - Change in property & equipment (39,422) 15,697 Change in other assets (90,189) (124,658) ----------- ---------- Net cash provided by (used in) investing activities (512,219) (168,561) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 99,868 109,324 Change in long-term liabilities 38,275 (95,220) Change in payable to related party 11,289 26,300 ----------- ---------- Net cash provided by (used in) financing activities 149,432 40,404 ----------- ---------- NET INCREASE (DECREASE) IN CASH (1,037,768) (177,402) CASH AT BEGINNING OF PERIOD 1,239,560 528,666 ----------- ---------- CASH AT END OF PERIOD $ 201,792 $ 351,264 =========== ========== Unaudited-Internally prepared by Company management 10 11 DAUGHERTY RESOURCES, INC. COMPUTATION OF PER SHARE EARNINGS (United States Dollars) Unaudited The table below presents information necessary for the computation of loss per share of the common stock, on both a primary and fully diluted basis, for the six months ended June 30, 1999 and 1998, and the years ended December 31, 1998, 1997 and 1996. The computations below reflect the 1 for 5 Reverse Stock Split effective June 30, 1998. SIX MONTHS ENDED JUNE 30 YEAR ENDED DECEMBER 31 ------- ---------------------- 1999 1998 1998 1997 1996 ---- ---- ---- ---- ---- Net loss applicable to share of Common Stock and Common Stock equivalents $ (771,531) $ (545,692) $(1,568,348) $(1,708,418) $ (733,973) Average number of shares of Common Stock Outstanding 2,272,782 1,907,050 2,035,188 1,831,926 1,610,168 Common Stock equivalents 1,514,134 1,455,404 1,448,355 1,353,244 283,293 Total shares of Common Stock and Common Stock equivalents 3,786,916 3,362,458 3,483,543 3,185,170 1,893,461 Primary loss per share of Common Stock $ (.34) $ (.29) $ (0.77) $ (.93) $ (.46) Fully diluted loss per share of Common Stock $ (.20) $ (.16) $ (0.45) $ (.54) $ (.39) - ------------------ Common Stock equivalents are considered anti-dilutive because of the net losses incurred by the Company. 11