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OFFON

DIGERATI TECHNOLOGIES, INC.

(DTGI)
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DIGERATI TECHNOLOGIES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (form 10-K)

10/26/2021 | 04:19pm EST

This Annual Report contains "forward-looking statements" that describe management's beliefs and expectations about the future. We have identified forward-looking statements by using words such as "anticipate," "believe," "could," "estimate," "may," "expect," and "intend," or words of similar import. Although we believe these expectations are reasonable, our operations involve a number of risks and uncertainties and actual results may be materially different than our expectations.

The following is a discussion of the consolidated financial condition and results of operations for the fiscal years ended July 31, 2021 and 2020, and should be read in conjunction with our Consolidated Financial Statements, the Notes thereto, and the other financial information included elsewhere in this annual report on Form 10-K. For purposes of the following discussion, FY 2021 or 2021 refers to the year ended July 31, 2021 and FY 2020 or 2020 refers to the year ended July 31, 2020.



Recent Activity



Acquisitions


On November 17, 2020, the Company closed on the acquisitions of Nexogy, Inc. ("Nexogy"), and ActivePBX ("ActivePBX"), providers of cloud communication, UCaaS, and broadband solutions tailored for businesses. As a combined business, Nexogy, ActivePBX, and T3, will serve over 2,600 business customers and approximately 28,000 users. The business model of the combined entities is supported by strong and predictable recurring revenue with high gross margins under contracts with business customers in various industries including banking, healthcare, financial services, legal, insurance, hotels, real estate, staffing, municipalities, food services, and education. The contribution from the acquisitions is expected to have an immediate and positive impact on the consolidated EBITDA of the Company with additional improvements to be realized during FY2022 from the anticipated cost synergies and consolidation savings.



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Sources of revenue:


Cloud Software and Service Revenue: We provide UCaaS or cloud communication services and managed cloud-based solutions to small and medium size enterprise customers and to other resellers. Our Internet-based services include fully hosted IP/PBX services, SIP trunking, call center applications, auto attendant, voice and web conferencing, call recording, messaging, voicemail to email conversion, integrated mobility applications that are device and location agnostic, and other customized IP/PBX features in a hosted or cloud environment. Other services include enterprise-class data and connectivity solutions through multiple broadband technologies including cloud WAN or SD-WAN (Software-defined Wide Area Network), fiber, mobile broadband, and Ethernet over copper. We also offer remote network monitoring, data backup and disaster recovery.



Direct Costs:


Cloud Software and Service: We incur bandwidth and colocation charges in connection with our UCaaS or cloud communication services. The bandwidth charges are incurred as part of the connectivity between our customers to allow them access to our various services. We also incur costs from underlying providers for fiber, Internet broadband, and telecommunication circuits in connection with our data and connectivity solutions.



Results of Operations


Cloud Software and Service Revenue. Cloud software and service revenue increased by $6,137,000, or 98% from the year ended July 31, 2020, to the year ended July 31, 2021. The increase in revenue is primarily attributed to the increase in total customers between years due to the acquisitions of Nexogy and ActivePBX. Our total number of customers increased from 728 for the year ended July 31, 2020, to 2,655 customers for the year ended July 31, 2021.

Cost of Services (exclusive of depreciation and amortization). The cost of services increased by $2,100,000, or 69% from the year ended July 31, 2020, to the year ended July 31, 2021. The increase in cost of services is primarily attributed to the consolidation of various networks and key vendors as part of the increase in total customers between periods due to the acquisitions of Nexogy and ActivePBX. Our total number of customers increased from 728 for the year ended July 31, 2020, to 2,655 customers for the year ended July 31, 2021. However, our consolidated gross margin improved by $4,037,000 from the year ended July 31, 2020, to the year ended July 31, 2021.

Selling, General and Administrative (SG&A) Expenses (exclusive of legal and professional fees and stock compensation expense). SG&A expenses increased by $3,417,000, from the year ended July 31, 2020, to the year ended July 31, 2021. The increase in SG&A is attributed to acquisition of Nexogy and ActivePBX, as part of the consolidation, the Company absorbed all of the employees responsible for managing the customer base, technical support, sales, customer service, and administration.

Stock Compensation expense. Stock compensation expense decreased by $504,000, or 45% from the year ended July 31, 2020, to the year ended July 31, 2021. The decrease between periods is attributed to the recognition of stock option expense of $377,000 recognized during the year ended July 31, 2020 associated with the stock options with multiple vesting periods that were awarded to various employees during FY2018, FY2019 and FY2020. The Company also recognized $501,000 in stock compensation for stock issued in lieu of cash payments to the Management team during the year ended July 31, 2020. In addition, the Company recognized $233,633 in stock compensation expense associated with the funding of the 401(K)-profit sharing plan and recognized $15,000 in stock compensation expense to professionals for the year ended July 31, 2020. During the year ended July 31, 2021, the Company only recognized $135,000 in stock option expense associated with stock options awarded to various employees, recognized $247,000 in stock compensation expense associated with the funding of the 401(K)-profit sharing plan, recognized $18,000 in stock compensation for stock issued in lieu of cash payments to a former employee, and recognized $223,000 in stock issued to consultants for professional services.



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Legal and professional fees. Legal and professional fees increased by $252,000, or 39% from the year ended July 31, 2020, to the year ended July 31, 2021. The increase between periods is attributed to the recognition during the period ending July 31, 2021, of $611,000 in legal and professional fees related to due diligence, audits for the acquisitions, purchase price allocation and investor relations.

Bad debt. Bad debt increased between the periods by $22,000. The increase is attributed to the recognition of $17,000 in bad debt during the year ended July 31. 2021. During the year ended July 31, 2020, the Company recognized $5,000 in bad debt recovery, for accounts that were previously considered uncollectible.

Depreciation and amortization. Depreciation and amortization increased by $1,136,000, from the year ended July 31, 2020, to the year ended July 31, 2021. The increase is primarily attributed to the acquisitions and related amortization of $1,396,000 for intangible assets, and the additional depreciation related to the depreciation for the assets acquired from Nexogy and ActivePBX.

Operating loss. The Company reported an operating loss of $2,398,000 for the year ended July 31, 2021, compared to an operating loss of $2,112,000 for the year ended July 31, 2020. The increase in operating loss between periods is primarily due to the increase of $3,417,000 in SG&A, the increase in legal fees of $252,000, increase in bad debt of $22,000, and the increase in depreciation of $1,136,000. These increases were slightly offset by the increase in margin of $4,037,000 and the decrease in stock compensation expense of $504,000.

Gain (loss) on derivative instruments. Loss on derivative instruments increased by $10,198,000 from the year ended July 31, 2020, to the year ended July 31, 2021. We are required to re-measure all derivative instruments at the end of each reporting period and adjust those instruments to market, as a result of the re-measurement of all derivative instruments we recognized an increase between periods.

Gain on settlement of debt. Gain on settlement of debt improved by $431,000 from the year ended July 31, 2020, to the year ended July 31, 2021. During the year ended July 31, 2021, the Company recognized a settlement of $197,000 for an obligation satisfied with our vendors, in addition, the Company recognized a gain on settlement of debt for the forgiveness by the U.S Small Business Administration of three promissory notes with a total principal of $361,600 and accrued interest of $3,616.

Income tax benefit (expense). During the year ended July 31, 2021, the Company recognized an income tax expense of $183,000. During the year ended July 31, 2020, the Company recognized an income tax benefit of $33,000.

Other income (expense). Other expense increased by $410,000 from the year ended July 31, 2020, to the year ended July 31, 2021. During the year ended July 31, 2021, T3 recognized an expense of $300,000 related to a mediated settlement agreement with Carolina Financial Securities, LLC ("CFS"). Pursuant to the settlement agreement, T3 agreed to pay CFS a total of $300,000, payable as follows: $100,000 by October 15, 2021, and $200,000 payable in 15 monthly installments of $13,333.33 beginning November 15, 2021. During the year ended July 31, 2020 the Company recognized as other income $100,000 for a settlement with one of our vendors, in addition the Company recognized $16,000 in interest income during the year ended July 31, 2020.

Interest expense. Interest income (expense) increased by $2,912,000 from the year ended July 31, 2020, to the year ended July 31, 2021. During the period ended July 31, 2021, the Company recognized non-cash interest / accretion expense of $2,803,000 related to the amortization of debt discount on various notes and the amortization of debt discount of $6,000 in a related party note. Additionally, the Company recognized $1,111,000 in interest expense for cash interest payments on various promissory notes, accrued interest rolled into principal of $510,000, accrual interest paid as common stock and preferred stock of $16,000, increase in principal, debt discount, gain on notes directly recorded as interest expense of $319,000.

Net loss including noncontrolling interest. Net loss including noncontrolling interest for the year ended July 31, 2021, was $17,015,000, an increase in net loss of $13,591,000, as compared to a net loss for the year ended July 31, 2020 of $3,424,000. The increase in net loss including noncontrolling interest between periods is primarily due to the increase of $3,417,000 in SG&A, the increase in legal fees of $252,000, increase in bad debt of $22,000, and the increase in depreciation and amortization of $1,136,000. In addition to the increase in loss on derivative instruments of $10,198,000, increase in interest expense of $2,912,000, increase in other expense of $410,000 and increase income tax expense of $216,000. These increases were slightly offset by the increase in margin of $4,037,000, the decrease in stock compensation expense of $504,000 and the improvement on gain on settlement of debt of $431,000.



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Net loss attributable to the noncontrolling interest. During the year ended July 31, 2021, and 2020, the consolidated entity recognized net loss in noncontrolling interest of $332,000 and $47,000, respectively. The noncontrolling interest is presented as a separate line item in the Company's stockholders' equity section of the balance sheet.

Net loss attributable to Digerati's shareholders. Net loss for the year ended July 31, 2021, was $16,683,000 compared to a net loss for the year ended July 31, 2020, of $3,377,000.

Deemed dividend on Series A Convertible Preferred Stock. Dividend declared on convertible preferred stock for the year ended July 31, 2021, was $20,000 compared to a deemed dividend on convertible preferred stock for the year ended July 31, 2020, of $19,000.

Net loss attributable to Digerati's common shareholders. Net loss for the year ended July 31, 2021, was $16,703,000 compared to a net loss for the year ended July 31, 2020, of $3,396,000.

Liquidity and Capital Resources

Cash Position: We had a consolidated cash balance of $1,489,000 as of July 31, 2021. Net cash consumed by operating activities during the year ended July 31, 2021 was approximately $708,000, primarily as a result of operating expenses, that included $624,000 in stock compensation and warrant expense, bad debt expense of $17,000, amortization of debt discount of $2,809,000, loss on derivative liability of $9,935,000, depreciation and amortization expense of $1,707,000, increase in accrued expense of $1,083,000, decrease in accounts receivable of $69,000 and decrease in deferred revenue of $259,000. Additionally, we had an increase of $99,000 in accounts payable, decrease in prepaid expenses and other current assets of $46,000, increase in inventory of $27,000, the recognition of a gain on settlement of debt of $560,000, the recognition of $510,000 in accrued interest added to principal, stock issued for debt extension of $59,000 and the issuance of preferred stock C for settlement of AP from current year of $333,000.

Cash used in investing activities during the year ended July 31, 2021 was $10,800,000, which included $410,000 for the purchase of equipment and the cash paid of $10,390,000, net of cash received, for the acquisitions of VoIP assets from Nexogy and ActivePBX.

Cash provided by financing activities during the year ended July 31, 2021, was $12,312,000. The Company secured $1,078,000 from convertible notes, net of issuance costs and discounts. In addition, the Company secured $13,036,000 from two promissory notes, net of issuance costs. (See Note10) The Company made principal payments of $1,338,000 on various notes, principal payments of $266,000 on convertible notes, principal payments of $169,000 on related party notes, and $63,000 in principal payments on equipment financing. Overall, our net operating, investing, and financing activities during the year ended July 31, 2021, contributed approximately $804,000 of our available cash.

Digerati's consolidated financial statements for the year ending July 31, 2021, have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. Since the Company's inception in 1993, Digerati has incurred net losses and accumulated a deficit of approximately $105,380,000 and a working capital deficit of approximately $24,228,000 which raises doubt about Digerati's ability to continue as a going concern.

We are currently taking initiatives to reduce our overall cash deficiencies on a monthly basis. During fiscal 2021 certain members of our management team have taken a significant portion of their compensation in common stock to reduce the depletion of our available cash. To strengthen our business, we intend to adopt best practices from or recent acquisitions and invest in a marketing and sales strategy to grow our monthly recurring revenue; we anticipate utilizing our value-added resellers and channel partners to tap into new sources of revenue streams, we have also secured various agent agreements to accelerate revenue growth. In addition, we will continue to focus on selling a greater number of comprehensive services to our existing customer base. Further, in an effort to increase our revenues, we will continue to evaluate the acquisition of various assets with emphasis in VoIP Services and Cloud Communication Services. As a result, during the due diligence process we anticipate incurring significant legal and professional fees.



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Management believes that available resources as of July 31, 2021, will not be sufficient to fund the Company's operations, debt service and corporate expenses over the next 12 months. The Company's ability to continue to meet its obligations and to achieve its business objectives is dependent upon, and other things, raising additional capital, issuing stock-based compensation to certain members of the executive management team in lieu of cash, or generating sufficient revenue in excess of costs. At such time as the Company requires additional funding, the Company will seek to secure such best-efforts funding from various possible sources, including equity or debt financing, sales of assets, or collaborative arrangements. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences, or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required to relinquish its rights to certain technologies. There can be no assurance that the Company will be able to raise additional funds or raise them on acceptable terms. If the Company is unable to obtain financing on acceptable terms, it may be unable to execute its business plan, the Company could be required to curtail its operations, and the Company may not be able to pay off its obligations, if and when they come due.

Our current cash expenses are expected to be approximately $700,000 per month, including wages, rent, utilities, corporate expenses, and legal professional fees associated with potential acquisitions. As described elsewhere herein, we are not generating sufficient cash from operations to pay for our corporate and ongoing operating expenses, or to pay our current liabilities. As of July 31, 2021, our total liabilities were approximately $33,375,000, which included $16,773,000 in derivative liabilities. We will continue to use our available cash on hand to cover our deficiencies in operating expenses.

We estimate that we need approximately $80,000 per month of additional working capital to fund our corporate expenses during Fiscal 2022.

We have been successful in raising debt capital and equity capital in the past and as described in Notes 10, 11, and 12 to our consolidated financial statements. We have financing efforts in place to continue to raise cash through debt and equity offerings. Although we have successfully completed financings and reduced expenses in the past, we cannot assure you that our plans to address these matters in the future will be successful.



Critical Accounting Policies


Revenue Recognition. On August 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of August 1, 2018. Results for reporting periods beginning after August 1, 2018 are presented under Topic 606. There was no impact to the opening balance of accumulated deficit or revenues for the year ended July 31, 2019 as a result of applying Topic 606.

The Company recognizes cloud-based hosted services revenue, mainly from subscription services for its cloud telephony applications that includes hosted IP/PBX services, SIP trunking, call center applications, auto attendant, voice and web conferencing, call recording, messaging, voicemail to email conversion, integrated mobility applications that are device and location agnostic, and other customized applications. Other services include enterprise-class data and connectivity solutions through multiple broadband technologies including cloud WAN or SD-WAN (Software-defined Wide Area Network), fiber, and Ethernet over copper. We also offer remote network monitoring, data backup and disaster recovery services. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Substantially all of the Company's revenue is recognized at the time control of the products transfers to the customer.



Service Revenue


Service revenue from subscriptions to the Company's cloud-based technology platform is recognized over time on a ratable basis over the contractual subscription term beginning on the date that the platform is made available to the customer. Payments received in advance of subscription services being rendered are recorded as a deferred revenue. Usage fees, either bundled or not bundled, are recognized when the Company has a right to invoice. Professional services for configuration, system integration, optimization, customer training and/or education are primarily billed on a fixed-fee basis and are performed by the Company directly. Alternatively, customers may choose to perform these services themselves or engage their own third-party service providers. Professional services revenue is recognized over time, generally as services are activated for the customer.



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Product Revenue


The Company recognizes product revenue for telephony equipment at a point in time, when transfer of control has occurred, which is generally upon delivery. Sales returns are recorded as a reduction to revenue estimated based on historical experience.

Goodwill, Intangible Assets, and Long-Lived Assets. Goodwill is carried at cost and is not amortized. The Company tests goodwill for impairment on an annual basis at the end of each fiscal year, relying on a number of factors including operating results, business plans, economic projections, anticipated future cash flows and marketplace data. Company management uses its judgment in assessing whether goodwill has become impaired between annual impairment tests according to specifications set forth in ASC 350. The Company completed an evaluation of goodwill at July 31, 2021 and 2020 and determined that there was no impairment.

The fair value of the Company's reporting unit is dependent upon the Company's estimate of future cash flows and other factors. The Company's estimates of future cash flows include assumptions concerning future operating performance and economic conditions and may differ from actual future cash flows. Estimated future cash flows are adjusted by an appropriate discount rate derived from the Company's market capitalization plus a suitable control premium at date of the evaluation.

The financial and credit market volatility directly impacts the Company's fair value measurement through the Company's weighted average cost of capital that the Company uses to determine its discount rate and through the Company's stock price that the Company uses to determine its market capitalization. Therefore, changes in the stock price may also affect the amount of impairment recorded.

The Company recognizes an acquired intangible asset apart from goodwill whenever the intangible asset arises from contractual or other legal rights, or when it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their useful lives. Impairment losses are recognized if the carrying amount of an intangible asset subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value.

The Company reviews its long-lived assets, including property and equipment, identifiable intangibles, and goodwill annually or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows will be less than the carrying amount of the assets.

Business combinations. Each investment in a business is being measured and determined whether the investment should be accounted for as a cost-basis investment, an equity investment, a business combination, or a common control transaction. An investment in which the Company do not have a controlling interest and which the Company is not the primary beneficiary but where the Company has the ability to exert significant influence is accounted for under the equity method of accounting. For those investments that we account for in accordance ASC 805, Business Combinations, the Company records the assets acquired and liabilities assumed at the management's estimate of their fair values on the date of the business combination. The assessment of the estimated fair value of each of these can have a material effect on the reported results as intangible assets are amortized over various lives. Furthermore, according to ASC 805-50-30-5, when accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer.

Stock-based compensation. In June 2018 FASB adopted the Accounting Standards Update No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting. This update simplifies the accounting for non-employee share-based payment transactions by expanding the scope of Topic 718, Compensation-Stock Compensation, to include share-based payment transactions for acquiring goods and services from non-employees. The guidance is effective for annual periods beginning after December 15, 2018, and interim periods within that reporting period. The Company adopted the updated standard as of May 1, 2018, adopting this guidance did not have a material effect on its consolidated financial statements. During FY 2021 and 2020, the Company issued 7,858,820 common shares and 21,811,100 common shares, respectively to various employees as part of our profit sharing-plan contribution and stock in lieu of cash. At the time of issuance during FY 2021 and 2020 we recognized stock-based compensation expense of $264,712 and $801,891, respectively equivalent to the market value of the shares issued calculated based on the share's closing price at the grant dates.



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Treasury Shares. As a result of entering into various convertible debt instruments which contained a variable conversion feature with no floor, warrants with fixed exercise price, and convertible notes with fixed conversion price or with a conversion price floor, we reserved 25,000,000 treasury shares for consideration for future conversions and exercise of warrants. The Company will evaluate the reserved treasury shares on a quarterly basis, and if necessary, reserve additional treasury shares. As of July 31, 2021, we believe that the treasury share reserved are sufficient for any future conversions of these instruments. As a result, these debt instruments and warrants are excluded from derivative consideration.

Derivative financial instruments. Digerati does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. However, Digerati analyzes its convertible instruments and free-standing instruments such as warrants for derivative liability accounting.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date. Any changes in fair value is recorded as non-operating, non-cash income or expense for each reporting period. For derivative notes payable conversion options Digerati uses the Black-Scholes option-pricing model to value the derivative instruments.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is probable within the next 12 months from the balance sheet date.

Fair Value of Financial Instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy is used which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy based on the three levels of inputs that may be used to measure fair value are as follows:



  Level 1- Quoted prices in active markets for identical assets or liabilities.




  Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for
  similar assets or liabilities; or other inputs that are observable or can be
  corroborated by observable market data for substantially the full term of the
  assets or liabilities.




  Level 3 - Unobservable inputs that are supported by little or no market activity
  and that are financial instruments whose values are determined using pricing
  models, discounted cash flow methodologies, or similar techniques, as well as
  instruments for which the determination of fair value requires significant
  judgment or estimation.



For certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to the short maturity of these instruments. The carrying value of our long-term debt approximates its fair value based on the quoted market prices for the same or similar issues or the current rates offered to us for debt of the same remaining maturities.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2022 15,6 M - -
Net income 2022 -8,41 M - -
Net Debt 2022 - - -
P/E ratio 2022 -1,60x
Yield 2022 -
Capitalization 13,3 M 13,3 M -
Capi. / Sales 2022 0,85x
Capi. / Sales 2023 0,79x
Nbr of Employees -
Free-Float 77,3%
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Managers and Directors
Arthur Lawrence Smith President, Chief Executive Officer & Director
Antonio Estrada Chief Financial Officer & Treasurer
Crag Kendall Clement Executive Chairman
Kenneth E. Ryon Chief Technical Officer
Felipe Lahrssen Executive Vice President-Sales & Operations
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