RENOVARE ENVIRONMENTAL, INC. - Quarter Report: 2021 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2021

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 001-36843

BIOHITECH GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		46-2336496
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

80 Red Schoolhouse Road, Suite 101 Chestnut Ridge, New York		10977
(Address of principal executive offices)		(Zip Code)

(845) 262-1081

(Registrant’s telephone number, including area code)

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 ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company x
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		BHTG		NASDAQ Capital Market

The number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class		Outstanding as of May 12, 2021
Common Stock, $0.0001 par value per share		28,348,684

BioHiTech Global, Inc. and Subsidiaries

TABLE OF CONTENTS

		Page
	PART I - FINANCIAL INFORMATION	1

Item 1.	Condensed Consolidated Financial Statements.	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	20

Item 4.	Controls and Procedures.	20

	PART II - OTHER INFORMATION	20

Item 1.	Legal Proceedings.	20

Item 1A.	Risk Factors.	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	20

Item 3.	Defaults Upon Senior Securities.	21

Item 4.	Mine Safety Disclosures.	21

Item 5.	Other Information.	21

Item 6.	Exhibits.	21

SIGNATURES		21

INDEX TO EXHIBITS		22

PART I -

FINANCIAL INFORMATION

Item 1.

Financial Statements

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

	Three Months Ended March 31,
	2021			2020
Revenue
Equipment sales	$	2,266,513		$	323,116
Rental, service and maintenance		421,229			471,093
HEBioT		352,548			490,132
Management advisory and other fees (related entity)		-			75,000
Total revenue		3,040,290			1,359,341
Operating expenses
Equipment sales		1,236,016			146,404
Rental, service and maintenance		255,709			260,835
HEBioT processing		677,277			812,427
Selling, general and administrative		1,645,957			1,918,423
Depreciation and amortization		501,833			615,202
Total operating expenses		4,316,792			3,753,291
Loss from operations		(1,276,502	)		(2,393,950	)
Other (income) expenses
Interest income		(187	)		(12,267	)
Interest expense		1,028,405			1,012,291
Loss from unconsolidated entity		30,003			-
Total other (income) expenses		1,058,221			1,000,024
Net loss		(2,334,723	)		(3,393,974	)
Net loss attributable to non-controlling interests		(700,510	)		(822,677	)
Net loss attributable to Parent		(1,634,213	)		(2,571,297	)
Other comprehensive income (loss)
Foreign currency translation adjustment		(10,675	)		(28,699	)
Comprehensive loss	$	(1,644,888	)	$	(2,599,996	)

Net loss attributable to Parent	$	(1,634,213	)	$	(2,571,297	)
Preferred stock dividends		(182,855	)		(177,373	)
Net loss attributable to common shareholders		(1,817,068	)		(2,748,670	)
Net loss per common share - basic and diluted	$	(0.07	)	$	(0.16	)
Weighted average number of common shares outstanding - basic and diluted		24,320,618			17,376,507

See accompanying notes to unaudited interim condensed consolidated financial statements.

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	March 31,
	2021			December 31,
	(Unaudited)			2020
Assets
Current Assets
Cash	$	7,314,056		$	2,403,859
Restricted cash		1,884,813			1,884,691
Accounts receivable, net of allowance for doubtful accounts of $166,535 and $151,459 as of March 31, 2021 and December 31, 2020, respectively		1,677,354			1,574,047
Inventory		1,193,463			695,110
Prepaid expenses and other current assets		324,779			184,274
Total Current Assets		12,394,465			6,741,981
Restricted cash		2,608,009			2,607,945
Equipment on operating leases, net		1,191,984			1,311,755
HEBioT facility, equipment, fixtures and vehicles, net		35,514,942			35,946,225
License and capitalized MBT facility development costs		8,067,116			8,072,471
Other assets		1,950,121			2,006,048
Total Assets	$	61,726,637		$	56,686,425

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable	$	2,835,138		$	2,492,606
Accrued expenses and liabilities		2,052,102			2,515,724
Accrued interest payable		692,783			1,279,018
Customer deposits		2,581,184			1,802,725
Current and current portion of notes, bonds, debts and borrowings		11,155,926			10,120,457
Deferred revenue		131,095			138,961
Total Current Liabilities		19,448,228			18,349,491
Noncurrent and noncurrent portion of notes, bonds, debts and borrowings		28,749,479			29,645,227
Accrued interest (related party)		1,814,264			1,807,857
Non-current lease liabilities		1,174,385			1,216,861
Liabilities to non-controlling interests to be settled in subsidiary membership units		-			1,585,812
Total Liabilities		51,186,356			52,605,248
Series A redeemable convertible preferred stock, 333,401 shares designated and issued, and 95,312 and 125,312 outstanding as of March 31, 2021 and December 31, 2020, respectively		476,560			626,553
Commitments and Contingencies
Stockholders' Equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; 3,209,210 designated; 1,936,214 issued; 807,192 and 848,292 outstanding as of March 31, 2021 and December 31, 2020, respectively:		5,756,272			6,621,576
Common stock, $0.0001 par value, 50,000,000 shares authorized, 28,057,379 and 23,354,130 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively		2,806			2,334
Additional paid in capital		68,897,016			60,253,664
Accumulated deficit		(66,463,851	)		(64,419,802	)
Accumulated other comprehensive (loss)		(154,489	)		(143,814	)
Stockholders’ equity attributable to Parent		8,037,754			2,313,958
Stockholders’ equity attributable to non-controlling interests		2,025,967			1,140,666
Total Stockholders’ Equity		10,063,721			3,454,624
Total Liabilities and Stockholders’ Equity	$	61,726,637		$	56,686,425

See accompanying notes to unaudited interim condensed consolidated financial statements.

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended March 31,
	2021			2020
Cash flows from operating activities:
Net loss	$	(2,334,723	)	$	(3,393,974	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		501,833			615,202
Amortization of operating lease right of use assets		19,190			26,462
Provision for bad debts		15,000			31,119
Share based employee and vendor compensation		257,989			280,205
Interest resulting from amortization of financing costs and discounts		97,244			133,355
Loss from unconsolidated entity		30,003			-
Changes in operating assets and liabilities		(526,057	)		(207,843	)
Net cash used in operating activities		(1,939,521	)		(2,515,474	)
Cash flow from investing activities:
Purchases of facility, equipment, fixtures and vehicles		(18,402	)		(20,849	)
MBT facility development costs incurred		(26,145	)		(24,509	)
Net cash used in investing activities		(44,547	)		(45,358	)
Cash flows from financing activities:
Proceeds from the sales of common stock		6,895,618			-
Proceeds from the sale of Series F convertible preferred stock units		-			1,495,450
Repayments of long-term debt		(1,075	)		(1,460	)
Related party advances (repayments), net		-			1,200,000
Net cash provided by financing activities		6,894,543			2,693,990
Effect of exchange rate on cash (restricted and unrestricted)		(92	)		(33,572	)
Net change in cash (restricted and unrestricted)		4,910,383			99,586
Cash - beginning of period (restricted and unrestricted)		6,896,495			5,536,952
Cash - end of period (restricted and unrestricted)	$	11,806,878		$	5,636,538

Supplementary cash flow information (cash paid during the periods):
Interest	$	1,384,380		$	1,387,402
Income taxes		-			-

Supplementary Disclosure of Non-Cash Investing and Financing Activities:
Transfer of inventory to leased equipment	$	7,583		$	67,604
Accrual of Series A preferred stock dividends		14,098			17,564
Payment of Series A preferred stock dividends in common stock		79,181			25,000
Payment of preferred stock dividends in common stock		390,460			-
Issuance of subsidiary membership interest in exchange for liabilities due non-controlling interest entity		1,918,947			-
Exchange of subsidiary non-controlling interest in exchange for liabilities owed Company by non-controlling interest entity		333,135			-

Reconciliation of Cash and Restricted Cash:
Cash	$	7,314,056		$	1,934,846
Restricted cash (current)		1,884,813			1,137,714
Restricted cash (non-current)		2,608,009			2,563,978
Total cash and restricted cash at the end of the period	$	11,806,878		$	5,636,538

See accompanying notes to unaudited interim condensed consolidated financial statements.

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

Statement of Stockholders’ Equity Attributable to Parent for the Three Months Ended March 31, 2021:
	Preferred Stock						Common Stock				Additional Paid in			Accumulated
	Shares Outstanding			Amount			Shares Outstanding		Amount		Capital			Comprehensive Other Loss			Accumulated Deficit			Total
Balance at January 1, 2021		722,980		$	6,621,576			23,354,130	$	2,334	$	60,253,664		$	(143,814	)	$	(64,419,802	)	$	2,313,958
Common stock sold, net of offering costs		-			-			3,416,663		342		6,895,276			-			-			6,895,618
Common stock issued to employee under restricted stock units and vendor for services rendered		-			-			174,512		17		90,703			-			-			90,720
Warrants exercised		-			-			148,471		15		(15	)		-			-			-
Sr. A preferred stock conversion, dividend payments and accrual (Sr. A preferred is not included in equity preferred shares)		-			-			127,324		13		229,162			-			(14,098	)		215,077
Sr. C preferred stock dividend payment		-			-			44,577		5		80,233			-			(80,238	)		-
Sr. D preferred stock conversion and dividend payments		(11,100	)		(865,304	)		749,321		76		1,104,017			-			(238,789	)		-
Sr. F preferred dividend payments		-			-			42,381		4		76,707						(76,711	)		-
Share-based employee and director compensation		-			-			-		-		167,269			-			-			167,269
Net loss		-			-			-		-		-			-			(1,634,213	)		(1,634,213	)
Foreign currency translation adjustment		-			-			-		-		-			(10,675	)		-			(10,675	)

Balance at March 31, 2021		711,880		$	5,756,272			28,057,379	$	2,806	$	68,897,016		$	(154,489	)	$	(66,463,851	)	$	8,037,754

Statement of Stockholders’ Equity Attributable to Non-Controlling Interests in Consolidated Subsidiaries for the Three Months Ended March 31, 2021:
	Non-Controlling			Accumulated
	Equity Interest			Deficit			Total
Balance at January 1, 2021	$	8,079,585		$	(6,938,919	)	$	1,140,666
Membership units issued to non-controlling member		1,918,946			-			1,918,946
Membership units assigned to BioHiTech by non-controlling member		(333,135	)		-			(333,135	)
Net loss		-			(700,510	)		(700,510	)

Balance at March 31, 2021	$	9,665,396		$	(7,639,429	)	$	2,025,967

Statement of Stockholders’ Equity Attributable to Parent for the Three Months Ended March 31, 2020:
	Preferred Stock				Common Stock				Additional Paid in		Accumulated Comprehensive			Accumulated
	Shares		Amount		Shares		Amount		Capital		Other Loss			Deficit			Total
Balance at January 1, 2020		710,869	$	5,253,734		17,300,899	$	1,730	$	49,597,059	$	(43,138	)	$	(52,785,242	)	$	2,024,143
Series F preferred stock issuance		13,045		1,444,614		-		-		50,836		-			-			1,495,450
Share-based employee and director compensation		-		-		102,500		10		280,195		-			-			280,205
Preferred stock dividends		-		-		13,889		1		24,999		-			(17,564	)		7,436
Net loss		-		-		-		-		-		-			(2,571,297	)		(2,571,297	)
Foreign currency translation adjustment		-		-		-		-		-		28,699			-			28,699

Balance at March 31, 2020		723,914	$	6,698,348		17,417,288	$	1,741	$	49,953,089	$	(14,439	)	$	(55,374,103	)	$	1,264,636

Statement of Stockholders’ Equity Attributable to Non-Controlling Interests in Consolidated Subsidiaries for the Three Months Ended March 31, 2020:
	Non-Controlling		Accumulated
	Equity Interest		Deficit			Total
Balance at January 1, 2020	$	8,079,585	$	(2,734,003	)	$	5,345,582
Net loss		-		(822,677	)		(822,677	)

Balance at March 31, 2020	$	8,079,585	$	(3,556,680	)	$	4,522,905

See accompanying notes to unaudited interim condensed consolidated financial statements.

BioHiTech Global, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2021 and 2020 and as of March 31, 2021 and December 31, 2020

Note 1. Basis of Presentation and Going Concern

Nature of Operations - BioHiTech Global, Inc. (the “Company” or “BioHiTech”) through its wholly-owned and controlled subsidiaries, provides cost-effective and sustainable environmental management solutions.

Our cost-effective technology solutions include the patented processing of municipal solid waste into a valuable renewable fuel, biological disposal of food waste on-site, and proprietary real-time data analytics tools to reduce food waste generation. Our solutions enable businesses and municipalities of all sizes to lower disposal costs while having a positive impact on the environment. When used individually or in combination, our solutions lower the carbon footprint associated with waste transportation and can reduce or virtually eliminate landfill usage.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and globally and more recently in the United States intermittent increases in cases reported, as well as those from new strains of the virus. Vaccines developed for the initial strain of the virus have been released and are being distributed. The Company continues to monitor the near term and longer term impacts of COVID-19 and the related business and travel restrictions and other changes intended to reduce its spread, and its impact on operations, financial position, cash flows, inventory, supply chains, purchasing trends, customer payments, and the industry in general, in addition to the impact on its employees. Due to the nature of the pandemic, the magnitude and duration of the pandemic and its impact on the Company’s operations, liquidity and financial performance will depend on certain developments, including duration, spread and reemergence of the outbreak, its impact on our customers, supply chain partners and employees, and the range of governmental and community reactions to the pandemic, which are uncertain and cannot be fully predicted at this time.

Basis of Presentation - The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and controlled subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, and the elimination of intercompany accounts and transactions which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2020, which contains the audited financial statements and notes thereto, for the years ended December 31, 2020 and 2019 included within the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 16, 2021. The financial information as of December 31, 2020 presented hereto is derived from the audited consolidated financial statements presented in the Company’s audited consolidated financial statements for the year ended December 31, 2020. The interim results for the three months ended March 31, 2021 is not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

As of March 31, 2021 and December 31, 2020, the Company’s active wholly-owned subsidiaries were BioHiTech America, LLC, BioHiTech Europe Limited, BHT Financial, LLC and BHT Renewables LLC (formerly E.N.A. Renewables LLC), and its controlled subsidiary was Refuel America LLC (68.2% and 60%, respectively)) and its wholly-owned subsidiaries Apple Valley Waste Technologies Buyer, Inc., Apple Valley Waste Technologies, LLC, New Windsor Resource Recovery LLC and Rensselaer Resource Recovery LLC and its controlled subsidiary Entsorga West Virginia LLC (93.5% and 88.7%, respectively). As each of these subsidiaries operate as environmental-based service companies, we did not deem segment reporting necessary.

Reclassifications to certain prior period amounts have been made to conform to current period presentation. These reclassifications have no effect on previously reported net loss.

Going Concern and Liquidity - For the three months ended March 31, 2021, the Company had a consolidated net loss of $2,334,723, incurred a consolidated loss from operations of $1,276,502 and used net cash in consolidated operating activities of $1,939,521. At March 31, 2021, consolidated total stockholders’ equity amounted to $10,063,721, consolidated stockholders’ equity attributable to parent amounted to $8,037,754, and the Company had a consolidated working capital deficit of $7,053,763. While the Company had not met certain of its senior secured note’s financial covenants as of March 31, 2021 and has received a waiver for such non-compliance through March 31, 2021, until such time as the Company regains compliance or receives a waiver of such covenants for a year beyond the balance sheet date, under current GAAP accounting rules, the senior secured note amounting to $4,582,003 has been classified as current debt. The Company does not yet have a history of financial profitability. On February 19, 2021, the Company entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc., which during the first quarter of 2021 the Company raised $6,895,618 in net proceeds from the sale of 3,416,663 shares of common stock. There is no assurance that the Company will continue to raise sufficient capital or debt to sustain operations or to pursue other strategic initiatives or that such financing will be on terms that are favorable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on management’s further implementation of the Company’s on-going and strategic plans, which include continuing to raise funds through equity and/or debt raises. Should the Company be unable to raise adequate funds, certain aspects of the on-going and strategic plans may require modification.

Note 2. Summary of Significant Accounting Policies

The condensed consolidated financial statements have been prepared by the Company in accordance with the rules and regulations of the SEC on a consistent basis with and should be read in conjunction with our audited financial statements for the year ended December 31, 2020. Certain information has been condensed or omitted as permitted by the SEC, although we believe the disclosures that are made are adequate to make the information presented herein not misleading.

Recent Accounting Pronouncements:

The Company has not implemented any recent accounting pronouncements during the three months ended March 31, 2021.

The Company has not implemented the following accounting standards:

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This standard requires an allowance to be recorded for all expected credit losses for certain financial assets. The new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments. ASU 2016-13 is effective for public companies for interim and annual period beginning December 15, 2022. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial condition and results of operations.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments in this update provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting as the market transitions from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The amendments in this update were effective upon issuance for all entities through December 31, 2022. The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure.

In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. This guidance is effective as of January 1, 2022 (Early adoption is permitted effective January 1, 2021). The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure.

There have been no other recent accounting pronouncements or changes in accounting pronouncements that have been issued but not yet adopted that are of significance, or potential significance, to the Company.

Note 3. Equipment on Operating Leases, net

Equipment on operating leases consist of the following:

	March 31,			December 31,
	2021			2020
Leased equipment	$	3,044,706		$	3,066,359
Less: accumulated depreciation		(1,852,722	)		(1,754,604	)
Total Equipment on Operating Leases, net	$	1,191,984		$	1,311,755

The Company is a lessor of digester units under non-cancellable operating lease agreements expiring through January 2026.

During the three months ended March 31, 2021 and 2020, revenue under the agreements, which is included in rental, service and maintenance revenue, amounted to $320,605 and $386,254, respectively. During the three months ended March 31, 2021 and 2020, depreciation expense amounted to $114,792 and $115,866, respectively.

The minimum future estimated contractual payments to be received under these leases as of March 31, 2021 is as follows:

Year ending December 31,
2021, remaining period	$	837,168
2022		833,674
2023		515,376
2024		226,663
2025 and thereafter		41,582
	$	2,454,463

Note 4. HEBioT facility, equipment, fixtures and vehicles, net

HEBioT facility, equipment, fixtures and vehicles, net consist of the following:

	March 31, 2021			December 31, 2020
HEBioT facility	$	31,177,426		$	31,172,856
HEBioT equipment		7,491,500			7,579,059
Computer software and hardware		115,401			115,374
Furniture and fixtures		48,196			48,196
Vehicles		50,319			50,319
		38,882,842			38,965,804
Less: accumulated depreciation and amortization		(3,367,900	)		(3,019,579	)
Total HEBioT facility, equipment, fixtures and vehicles, net	$	35,514,942		$	35,946,225

Note 5. MBT Facility Development and License Costs

MBT Facility Development and License Costs consist of the following:

	March 31, 2021		December 31, 2020
MBT Projects
Rensselaer, NY - Survey, engineering and legal	$	409,916	$	383,771

Technology Licenses
Future site		6,019,200		6,019,200
Martinsburg, West Virginia, net of $252,000 and $220,500 of amortization as of March 31, 2021 and December 31, 2020, respectively		1,638,000		1,669,500
Total Technology Licenses		7,657,200		7,688,700
Total MBT Facility Development and License Costs	$	8,067,116	$	8,072,471

MBT Facility Development Costs - During 2018, the Company commenced initial development of a project in Rensselaer, NY. On August 10, 2020 the NYSDEC, by letter, informed the Company that the application had been initially denied. The Company disagrees with this decision, and as is part of the process, has exercised its right to appeal the NYSDEC findings.

Note 6. Other Assets

Other assets consist of:

	March 31, 2021		December 31, 2020
Right of use assets	$	1,246,857	$	1,266,047
Investment in East Shore Port Ventures LLC		681,299		711,302
Digester distribution agreements		13,465		20,199
Deposits		8,500		8,500
Total Other Assets	$	1,950,121	$	2,006,048

Note 7. Notes, Bonds, Debts and Borrowings

Notes, Bonds, Debts and Borrowings consist of the following:

	March 31, 2021														December 31, 2020
	Unpaid					Net
	Face		Net			Deferred			Carrying				Non-				Non-
	Amount		Discounts			Costs			Balance		Current		Current		Current		Current
Demand note, line of credit	$	1,500,000	$	-		$	(512	)	$	1,499,488	$	1,499,488	$	-	$	1,498,975	$	-
Advance from related party		935,000		-			-			935,000		935,000		-		935,000		-
Senior secured note		5,000,000		(368,462	)		(49,535	)		4,582,003		4,582,003		-		4,494,424		-
Payroll Protection Program note		421,300		-			-			421,300		-		421,300		327,678		93,622
Junior note due to related party		1,044,477		(67,474	)		-			977,003		-		977,003		-		971,426
Note payable		100,000		-			-			100,000		100,000		-		-		100,000
WV EDA senior secured bonds		33,000,000		-			(1,616,515	)		31,383,485		4,035,000		27,348,485		2,860,000		28,476,359
Long term debts, remaining balances		7,126		-			-			7,126		4,435		2,691		4,380		3,820
Total Notes, Bonds, Debts and Borrowings	$	42,007,903	$	(435,936	)	$	(1,666,562	)	$	39,905,405	$	11,155,926	$	28,749,479	$	10,120,457	$	29,645,227

Contractual maturities and sinking fund payments of Notes, Bonds, Debts and Borrowings, based on face amounts, are as follows:

	2021,								2025 and
	remaining		2022		2023		2024		thereafter		Total
Demand note, line of credit	$	1,500,000	$	-	$	-	$	-	$	-	$	1,500,000
Advance from related party		935,000		-		-		-		-		935,000
Senior secured note		1,875,000		2,500,000		625,000		-		-		5,000,000
Payroll Protection Program note		-		421,300		-		-		-		421,300
Junior note due to related party		-		-		-		1,044,477		-		1,044,477
Note payable		-		100,000		-		-		-		100,000
WV EDA senior secured bonds		2,860,000		1,175,000		1,265,000		1,360,000		26,340,000		33,000,000
Long term debts, remaining balances		3,305		3,821		-		-		-		7,126
Total Notes, Bonds, Debts and Borrowings	$	7,173,305	$	4,200,121	$	1,890,000	$	2,404,477	$	26,340,000	$	42,007,903

Company did not met certain of its senior secured note’s financial covenants as of March 31, 2021 and December 31, 2020, the Company and has received a waiver for such non-compliance through March 31, 2021. Despite its current compliance under the waiver, until such time as the Company regains compliance or receives a waiver of such covenants for a year beyond the balance sheet date, under current GAAP accounting rules the senior secured note amounting to $4,582,003 has been classified as current debt.

The WVEDA Bonds agreement and indenture of trust place restrictions on the Borrower and its members regarding additional encumbrances on the property, disposition of the property, and limitations on equity distributions. The loan agreement also provides for financial covenants, which became effective on September 30, 2019. As of March 31, 2021 and December 31, 2020 the Company was not in compliance with all of the financial covenants and subsequently was in default on principal repayments due in 2020 and 2021 and has entered into a forbearance agreement with the bond trustee that provides, they will not accelerate the repayment of the bonds due to the defaults through April 1, 2022.

Note 8. Equity and Equity Transactions

The Company has 50,000,000 shares of its $0.0001 par common stock and 10,000,000 shares of blank check preferred stock authorized by its shareholders. As of March 31, 2021 and December 31, 2020, 28,057,379 and 23,354,130 shares of common stock have been issued; and 3,209,210 of preferred stock have been designated in five series of shares, which have a total of $1,463,751 in accumulated, but undeclared preferential dividends as of March 31, 2021, as follows:

									Outstanding				Carrying Amount
					Stated		Conversion		March 31,		December 31,		March 31,		December 31,
	Designated		Issued		Value		Rate		2021		2020		2021		2020
Series A Convertible*		333,401		333,401	$	5.00	$	1.80		95,312		125,312	$	476,560	$	626,553
Series B Convertible		1,111,200		428,333		5.00		1.80		-		-		-		-
Series C Convertible		1,000,000		427,500		10.00		1.80		427,500		427,500		3,050,142		3,050,142
Series D Convertible		20,000		18,850		100.00		1.80		6,250		17,350		500,392		1,365,696
Series E Convertible		714,519		714,519		2.64		2.64		264,519		264,519		698,330		698,330
Series F Convertible		30,090		13,611		115.00		1.81		13,611		13,611		1,507,408		1,507,408
Total preferred stock		3,209,210		1,936,214						807,192		848,292	$	6,232,832	$	7,248,129
Excluding Series A*													$	5,756,272	$	6,621,576

*The Series A convertible shares are redeemable and is presented as temporary equity in the condensed consolidated balance sheet.

Under the terms of the Company’s senior lender agreements, the Company is restricted from paying dividends in cash, but is allowed to pay dividends in common stock. The Company, since its merger in 2015, has not paid any cash or stock dividends on common stock.

The consolidated financial statements include less than 100% owned and controlled subsidiaries and include equity attributable to non-controlling interests that take the form of the underlying legal structures of the less than 100% owned subsidiaries. Entsorga West Virginia LLC through its limited liability agreement and the agreements related to its WVEDA Bonds have restrictions on distributions to and loans to owners while the WVEDA Bonds are outstanding.

Sale of registered common shares — During the three months ended March 31, 2021, registered share activity was comprised of the following transactions.

On February 19, 2021, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through or to the Sales Agent, shares of the Company’s common stock, par value $0.0001 per share (the “Placement Shares”), having an aggregate offering price of up to $25 million (the “ATM Offering”). Sales pursuant to the Sales Agreement will be made only upon instructions by the Company to the Sales Agent, and the Company cannot provide any assurances that it will issue any Shares pursuant to the Sales Agreement.

The issuance and sale, if any, of up to $11,150,000 of the Placement Shares by the Company under the Sales Agreement will be made pursuant to the Company’s effective “shelf” registration statement on Form S-3 (Registration Statement No. 333-225999) (the “Registration Statement”), the base prospectus contained therein, and a prospectus supplement relating to the ATM offering, dated February 19, 2021 (the “Prospectus Supplement”). The Company will be required to file one or more additional prospectus supplements to sell additional Placement Shares beyond the amount registered pursuant to the Prospectus Supplement.

During the three months ended March 31, 2021, through a series of transactions, the Company has sold 3,416,663 shares of its common stock under the Sales Agreement at an average price per share of $2.11. The net proceeds to the Company from the offering were:

Gross proceeds	$	7,211,729
Less:
Agent’s fees		(216,388	)
Legal fees		(80,671	)
Accounting fees		(18,180	)
Filing and other fees		(872	)
Net proceeds to the Company	$	6,895,618

During the three months ended March 31, 2021, one participant from the Company’s stock incentive plans, was issued 102,512 shares of common stock pursuant to a restricted stock unit agreement. The shares were registered under the Company’s registration statement on Form S-8 (Registration Statement No. 333-225999).

Sale/issuance of unregistered common shares — During the three months ended March 31, 2021, unregistered share activity was comprised of the following transactions.

On January 8, 2021, the Company issued 72,000 shares of unregistered common stock to a vendor at market ($90,720) in connection with services rendered.

During the three months ended March 31, 2021, two holders of common stock warrants exercised their warrants in cashless exercises resulting in the issuance of 148,471 shares of common stock. These unregistered shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder (“Regulation D Exemption”).

During the three months ended March 31, 2021, as provided in the Condensed Consolidated Statements of Changes in Stockholders’ Equity, the Company issued 921,222 shares of common stock, under Regulation D Exemption, to shareholders of the Company’s Series A, C and D convertible preferred stock in connection: with the conversion of 11,100 shares of preferred stock, and the payment of accrued and accumulated dividends in accordance with the terms of the preferred stock Certificates of Designation.

During the three months ended March 31, 2021, as provided in the Condensed Consolidated Statements of Changes in Stockholders’ Equity, the Company issued 42,381 shares of common stock, to shareholders of the Company’s Series F convertible preferred stock in connection the payment of accumulated dividends in accordance with the terms of the preferred stock Certificate of Designation.

Warrants — In connection with the issuance of convertible debt, preferred and common stock and in connection with services provided, the Company has warrants to acquire 3,599,767 shares of the Company’s common stock outstanding as of March 31, 2021, as follows:

Expiring During the Year Ending December 31,	Warrant Shares		Exercise Price per Share	Weighted Average Exercises Price per Share
2021		792,733	$3.30 to $3.75	$	3.31
2022		1,198,149	$1.80 to $5.00		2.94
2023		740,749	$1.80		1.80
2024		269,293	$1.80		1.80
2025		598,843	$1.31 to $2.25		1.80

The following table summarizes the outstanding warrant activity for the three months ended March 31, 2021:

Outstanding, January 1, 2021	4,776,361
Exercised – cashless exercise warrant shares in payment of warrants	(119,029	)
Exercised – cashless common shares issued	(148,471	)
Expired	(909,094	)
Outstanding, March 31, 2021	3,599,767

Equity Incentive Plans — The Company has two shareholder approved equity incentive plans. There were no grants or awards during the three months ended March 31, 2021. The following provides the compensation expense by award type and by classification in the condensed consolidated statements of operations and comprehensive loss:

	Three months ended March 31,
	2021		2020
Stock options	$	16,361	$	48,460
Restricted stock		150,908		231,745
Total	$	167,269	$	280,205

Rental, service and maintenance	$	2,051	$	3,317
Selling, general and administrative		165,218		276,888
Total	$	167,269	$	280,205

Non-controlling Interest Transactions — Effective March 19, 2021, the Company and its Refuel America LLC subsidiaries concluded an agreement with Apple Valley Waste Services, Inc. and its parent company Gold Medal Holdings, Inc. and Gold Medal Group, LLC (the Company’s co-investor in Refuel America, LLC) whereby, leading up to the effective date, during 2020 EWV offset its accounts receivable amounting to $1,487,835 due from the AVWS entities against $1,487,835 in EWV accounts payable to AVWS entities and AVWS entities offset its accounts receivable amounting to $1,487,835 due from the EWV against $1,487,835 in AVWS entities accounts payable to EWV. Following the offsetting, EWV continued to owe AVWS $1,918,947, which the parties agreed to convert into 3,198.24 convertible preferred units of EWV, which were issued as of the effective date. In connection with this transaction AVWS made claims for amounts owed in excess of what had been recognized by EWV and in connection with this settlement agreement, EWV recognized an expense of $646,196 relating to this transaction during the year ended December 31, 2020.

AVWS exchanged the EWV convertible preferred units for 1,918,947 each of preferred and class A units of Refuel, of which AVWS assigned 333,135.33 each of preferred and class A units of Refuel in settlement of a debt owed to the Company amounting to $333,135.

As of December 31, 2020, the $1,585,812 net non-controlling ownership interest resulting from this transaction is reflected in the Company’s financial statements as a non-current liability – Liabilities to non-controlling interests to be settled in subsidiary membership interests. During the three months ended March 31, 2021, this $1,585,812 has been reflected as a capital contribution to non-controlling equity interests.

Note 9. Leases

The Company did not enter into or modify any existing leases during the three months ended March 31, 2021. The current portion of the lease liabilities of $214,281 is included in accrued expenses and liabilities. Maturities of lease liabilities under these leases, which have a weighted average remaining term of 19.7 years, as of March 31, 2021 is:

Year Ending December 31,
2021	$	185,776
2022		217,571
2023		219,140
2024		220,732
2025 and thereafter		2,912,917
Total lease payments		3,756,136
Less imputed interest		(2,369,470	)
Present value of lease liabilities	$	1,386,666

Total lease costs under operating leases amounted to $57,129 and $55,356 and total operating cash flows for operating leases amounting to $46,034 and $51,406 for the three months ended March 31, 2021 and 2020, respectively.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2021 and 2020 and as of March 31, 2021 and December 31, 2020

Note 10. Commitments and Contingencies

During the three months ended March 31, 2021 the Company was involved in the following legal matter.

During September 2020, the Company’s Entsorga West Virginia subsidiary received notice that an affiliate of a minority owner of the facility, who also provided intellectual property, equipment and engineering services relating to the set-up and initial operation of the facility, was claiming it was owed $917,420 related to services contracted as part of the facility’s construction and initial start-up and operation. The Company incurred offsetting costs and expenses greater than the claim correcting or replacing the services that were contracted but that were either not performed or performed correctly. No action has been commenced related to this claim and the Company disputes the claim and intends to defend this matter vigorously.

As a result of this claim and the related costs incurred by the Company to cure the deficiencies in the services that were contracted, the Company has reflected an impairment charge amounting to $917,420 during the year ended December 31, 2020.

It is management’s opinion that the resolution of these matters will not materially affect the Company’s future financial position, results of operations, or cash flows.

From time to time, the Company may be involved in other legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations

Note 11. Revenue

The Company recognizes revenue as services are performed or products are delivered and generally recognize revenue for the gross amount of consideration received as we are generally the primary obligor (or principal) in our contracts with customers as we hold complete responsibility to the customer for contract fulfillment. We record amounts collected from customers for sales tax on a net basis.

Disaggregation of Revenue — The disaggregation of revenue is as follows:

	Three Months Ended March 31,
	2021		2020
Revenue Type:
Revenue recognized over time:
Rental of digesters	$	320,605	$	386,254
Revenue recognized at a point in time:
Services		292,117		601,433
Product sales		2,427,568		371,654
Total	$	3,040,290	$	1,359,341

Note 12. Risk Concentrations

The Company operates as a single segment on a worldwide basis through its subsidiaries, resellers and independent sales agents. Gross revenues and net non-current tangible assets on a domestic and international basis are as follows:

		United States		International		Total
2021:
Revenue, for the three months ended March 31, 2021	$	2,957,270	$	83,020	$	3,040,290
Non-current tangible assets, as of March 31, 2021		36,436,370		279,056		36,715,426
2020:
Revenue, for the three months ended March 31, 2020	$	1,225,910	$	133,431	$	1,359,341
Non-current tangible assets, as of December 31, 2020		36,972,067		294,413		37,266,480

Major customers — During the three months ended March 31, 2021, one customer represented at least 10% of revenues, accounting for 75.0% of revenues. During the three months ended March 31, 2020, one customer represented at least 10% of revenues, accounting for 35.9% (Gold Medal Group, LLC, an affiliated entity, “GMG”) of revenues.

As of March 31, 2021, one customer represented at least 10% of accounts receivable, accounting for 69.4% of accounts receivable. As of December 31, 2020 two customers represented at least 10% of accounts receivable, accounting for 50.6% and 11.7% (GMG) of accounts receivable.

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2021 and 2020 and as of March 31, 2021 and December 31, 2020

Vendor concentration — During the three months ended March 31, 2021, three vendors represented at least 10% of costs of revenue, accounting for 24.7%, 22.5% and 19.2% of costs of revenue. During the three months ended March 31, 2020, one vendor represented at least 10% of costs of revenue, accounting for 24.5% (GMG).

As of March 31, 2021 and December 31, 2020, no vendors represented at least 10% of accounts payable.

Affiliate relationship — GMG owns a 31.8% interest in Refuel America, LLC, a consolidated subsidiary of the Company. GMG’s subsidiaries, which are not consolidated in the Company’s financial statements have several business relationships with the Company and its subsidiaries that result in revenues and expenses noted above.

Note 13. Related Party Transactions

Related parties include Directors, Senior Management Officers, and shareholders, plus their immediate family, who own a 5% or greater ownership interest at the time of a transaction. Related parties also include GMG and its subsidiaries as a result of its interest in Refuel America, LLC (“Refuel”), a consolidated entity of the Company.

The tables below presents the face amount of direct related party assets and liabilities and other transactions or conditions as of or during the periods indicated.

		March 31, 2021		December 31, 2020
Assets:
Accounts receivable	(a) (b)	$	8,781	$	206,352
Intangible assets, net, included in other assets	(c)		13,465		20,199
Liabilities:
Accounts payable	(c) (d) (e) (f)		224,561		294,040
Accrued interest payable	(h)		226,066		196,033
Accrued liabilities	(j)		917,420		917,420
Long term accrued interest	(g)		1,814,264		1,807,857
Advance from related party	(h)		935,000		935,000
Junior promissory note	(g)		977,003		971,426
Liabilities to non-controlling interests to be settled in subsidiary membership units	(k)		-		1,585,812
Other:
Line of credit guarantee	(i)		1,499,488		1,498,975

		Three Months Ended March 31,
		2021		2020
Management advisory and other fees	(a)	$	-	$	75,000
HEBioT revenue	(b)		154,326		406,958
Operating expenses - HEBioT	(d)		26,819		298,803
Operating expenses - Selling, general and administrative	(e)		-		25,156
Operating expenses - Selling, general and administrative	(c) (f)		18,750		110,650
Interest expense	(g)		101,462		97,948
Debt guarantee fees	(i)		16,875		16,875

Summary notes:

a -	Management Advisory Fees	f -	Business Services Fees
b -	HEBioT Disposal Revenues	g -	Junior Promissory Note
c -	Distribution Agreement	h -	Advances from Related Parties
d -	Disposal costs	i -	Line of Credit
e -	Facility Lease	j -	Claims by Related Party

Note 14. Subsequent Events

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the financial statements were available for issuance are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

On April 29, 2021, the holder of the Company’s Series E convertible preferred stock, a related party, converted their remaining 264,519 share of the preferred stock into registered (Registration Statement on Form S-3 No. 333-229093) common stock at $2.64 per share.

Note 15. Condensed Consolidating Financial Information

The WVEDA Solid Waste Disposal Revenue Bond obligations of Entsorga West Virginia LLC are not guaranteed by its members, including the Company, however the membership interests of Entsorga West Virginia LLC are pledged, and the debt agreements provide restrictions prohibiting distributions to the members, including equity distributions or providing loans or advances to the members.

The following pages present the Company’s condensed consolidating balance sheet as of March 31, 2021, the condensed consolidating statements of operations for the three months ended March 31, 2021 and 2020, and condensed consolidating cash flows for the three months ended March 31, 2021 and 2020 of Entsorga West Virginia LLC and the Parent consolidated with other Company subsidiaries not subject to the WVEDA Solid Waste Disposal Revenue Bond restrictions and the elimination entries necessary to present the Company’s financial statements on a consolidated basis. The following condensed consolidating financial information should be read in conjunction with the Company's consolidated financial statements.

Condensed Consolidating Balance Sheet as of March 31, 2021

	Parent and other Subsidiaries		Entsorga West Virginia LLC		Eliminations			Consolidated
Assets
Cash	$	7,183,656	$	130,400	$	-		$	7,314,056
Restricted cash		-		1,884,813		-			1,884,813
Other current assets		6,750,858		248,251		(3,803,513	)		3,195,596
Current assets		13,934,514		2,263,464		(3,803,513	)		12,394,465
Restricted cash		-		2,608,009		-			2,608,009
HEBioT facility and other fixed assets		1,207,138		35,499,788		-			36,706,926
MBT facility development and license costs		6,429,116		1,638,000		-			8,067,116
Other assets		1,066,461		883,660		-			1,950,121
Total assets	$	22,637,229	$	42,892,921	$	(3,803,513	)	$	61,726,637

Liabilities and stockholders’ equity
Notes, bonds, debts and borrowings	$	7,120,926	$	4,035,000	$	-		$	11,155,926
Other current liabilities		5,207,774		6,888,041		(3,803,513	)		8,292,302
Current liabilities		12,328,700		10,923,041		(3,803,513	)		19,448,228
Notes, bonds, debts and borrowings		1,654,731		28,269,133		-			29,923,864
Accrued interest		1,814,264		-		-			1,814,264
Total liabilities		15,797,695		39,192,174		(3,803,513	)		51,186,356
Redeemable preferred stock		476,560		-		-			476,560
Stockholders’ equity:
Attributable to parent		6,362,974		3,700,747		(2,025,967	)		8,037,754
Attributable to non-controlling interests		-		-		2,025,967			2,025,967
Stockholders’ equity		6,362,974		3,700,747		-			10,063,721
Total liabilities and stockholders’ equity	$	22,637,229	$	42,892,921	$	(3,803,513	)	$	61,726,637

Condensed Consolidating Statement of Operations for the three months ended March 31, 2021

	Parent and other Subsidiaries			Entsorga West Virginia LLC			Eliminations		Consolidated
Revenue	$	2,687,742		$	352,548		$	-	$	3,040,290
Operating expenses
Equipment		1,236,016			-			-		1,236,016
Rental, service and maintenance expense		255,709			-			-		255,709
HEBioT		-			677,277			-		677,277
Selling, general and administrative		1,255,198			390,759			-		1,645,957
Depreciation and amortization		124,851			376,982			-		501,833
Total operating expenses		2,871,774			1,445,018			-		4,316,792
Loss from operations		(184,032	)		(1,092,470	)		-		(1,276,502	)
Other (income) expenses, net		390,338			667,883			-		1,058,221
Net loss	$	(574,370	)	$	(1,760,353	)	$	-	$	(2,334,723	)

Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2021

	Parent and other Subsidiaries			Entsorga West Virginia LLC			Eliminations		Consolidated
Cash flows used in operating activities:
Net loss	$	(574,370	)	$	(1,760,353	)	$	-	$	(2,334,723	)
Non-cash adjustments to reconcile net loss to net cash used in operations		520,832			400,427			-		921,259
Changes in operating assets and liabilities		(2,011,040	)		1,484,983			-		(526,057	)
Net cash used in operations		(2,064,578	)		125,057			-		(1,939,521	)

Cash flow used in investing activities:
Purchases (sales) of facility, equipment, fixtures and vehicles		-			(18,402	)		-		(18,402	)
Other investing activities		(26,145	)		-			-		(26,145	)
Net cash used in investing activities		(26,145	)		(18,402	)		-		(44,547	)

Cash flows from financing activities:
Issuances of debt and equity		6,895,618			-			-		6,895,618
Repayments of debt		(1,075	)		-			-		(1,075	)
Net cash provided by financing activities		6,894,543			-			-		6,894,543
Effect of exchange rate on cash		(92	)		-			-		(92	)
Cash – beginning of period (restricted and unrestricted)		2,379,927			4,516,568			-		6,896,495
Cash – end of period (restricted and unrestricted)	$	7,183,655		$	4,623,223		$	-	$	11,806,878

Condensed Consolidating Statement of Operations for the three months ended March 31, 2020

	Parent and other Subsidiaries			Entsorga West Virginia LLC			Eliminations		Consolidated
Revenue	$	869,209		$	490,132		$	-	$	1,359,341
Operating expenses
HEBioT		-			812,427			-		812,427
Rental, service and maintenance expense		260,835			-			-		260,835
Equipment		146,404			-			-		146,404
Selling, general and administrative		1,668,780			249,643			-		1,918,423
Depreciation and amortization		124,733			490,469			-		615,202
Total operating expenses		2,200,752			1,552,539			-		3,753,291
Loss from operations		(1,331,543	)		(1,062,407	)		-		(2,393,950	)
Other (income) expenses, net		348,228			651,796			-		1,000,024
Net loss	$	(1,679,771	)	$	(1,714,203	)	$	-	$	(3,393,974	)

Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2020

	Parent and other Subsidiaries			Entsorga West Virginia LLC			Eliminations	Consolidated
Cash flows used in operating activities:
Net loss	$	(1,679,771	)	$	(1,714,203	)	$	$	(3,393,974	)
Non-cash adjustments to reconcile net loss to net cash used in operations		550,567			535,776				1,086,343
Changes in operating assets and liabilities		(1,433,781	)		1,225,938				(207,843	)
Net cash used in operations		(2,562,985	)		47,511				(2,515,474	)

Cash flow used in investing activities:
Purchases of construction in-progress, equipment, fixtures and vehicles		(2,649	)		(18,200	)			(20,849	)
Other investing activities		(24,509	)		-				(24,509	)
Net cash used in investing activities		(27,158	)		(18,200	)			(45,358	)

Cash flows from financing activities:
Issuances of debt and equity		2,695,450			-				2,695,450
Repayments of debt		(1,460	)		-				(1,460	)
Net cash provided by financing activities		2,693,990			-				2,693,990
Effect of exchange rate on cash		(33,572	)		-				(33,572	)
Cash – beginning of period (restricted and unrestricted)		1,847,526			3,689,426				5,536,952
Cash – end of period (restricted and unrestricted)	$	1,917,803		$	3,718,735		$	$	5,636,538

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors” in our Form 10-K, as filed with the United States Securities and Exchange Commission, or the SEC, on April 16, 2021.

Cautionary Note Regarding Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “intends”, “plans”, “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should,” “designed to,” “designed for,” or other variations or similar words or language. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

Although these forward-looking statements reflect the good faith judgment of our management, such statements can only be based upon facts and factors currently known to us. Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. As a result, our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth below under the caption “Risk Factors.” For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not unduly rely on these forward-looking statements, which speak only as of the date on which they were made. They give our expectations regarding the future but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

Impact of COVID-19

Company Overview

The Company’s mission is to reduce the environmental impact of the waste management industry through the development and deployment of cost-effective technology solutions. The Company’s suite of technologies includes on-site biological processing equipment for food waste, patented processing facilities for the conversion of municipal solid waste into an E.P.A. recognized renewable fuel, and proprietary real-time data analytics tools to reduce food waste generation. These proprietary solutions may enable certain businesses and municipalities of all sizes to lower disposal costs while having a positive impact on the environment. When used individually or in combination, we believe that the Company’s solutions can reduce the carbon footprint associated with waste transportation, repurpose non-recyclable plastics, and significantly reduce landfill usage.

Revolution Series™ Digesters

The Company currently markets an aerobic digestion technology solution for the disposal of food waste at the point of generation. Its line of Revolution Series Digesters have been described as self-contained, robotic digestive systems that we believe are as easy to install as a standard dishwasher with no special electrical or plumbing requirements. Units range in size depending upon capacity, with the smallest unit approximately the size of a residential washing machine. The digesters utilize a biological process to convert food waste into a liquid that is safe to discharge down an ordinary drain. This process can result in a substantial reduction in costs for customers including restaurants, grocery stores, cruise lines and hotel/hospitality companies by eliminating the transportation and logistics costs associated with food waste disposal. The process also reduces the greenhouse gases associated with food-waste transportation and decomposition in landfills that have been linked to climate change. The Company offers its Revolution Series Digesters in several sizes targeting small to mid-sized food waste generators with both sale and rental options that are often more economical than traditional disposal methods. The Revolution Series Digesters are manufactured and assembled in the United States.

In an effort to expand the capabilities of its digesters, the Company developed a sophisticated Internet of Things (“IoT”) technology platform to provide its customers with transparency into their waste generation and operational practices. This patented process collects weight related data from the digesters to deliver real-time data that provides valuable information that when analyzed, can improve efficiency and validate corporate sustainability efforts. The Company provides its IoT platform through a SaaS (“Software as a Service”) model that is either bundled in its rental agreements or sold through a separate annual software license. Prior to the launch of its Revolution Series Digesters, the Company marketed earlier generations of its digesters under the Eco-Safe brand. These units were larger sized and typically marketed to mid- and large-sized food waste generators, including the Federal Government. The Company continues to add new capacity sizes to its line of Revolution Series Digesters to meet customer needs.

On January 30, 2020 the Company announced a purchase contract to provide its Revolution Series of Digesters to Carnival Corporation that the Company estimated with a value of $14 million over a two-year period. While the contract was delayed in 2020 as a result of the COVID-19 pandemic, sales and deliveries of digesters have been robust since the fourth quarter of 2020.

HEBioT Resource Recovery Technology

The Company expanded its technology business in 2016 through the acquisition of certain development rights to a patented Mechanical Biological Treatment (“MBT”) technology developed by a European engineering firm that relies upon High Efficiency Biological Treatment (“HEBioT”) to process waste at the municipal or enterprise level. The technology results in a substantial reduction in landfill usage by converting a significant portion of intake, including organic waste and non-recyclable plastics, into a United States EPA recognized alternative fuel that can be used as a partial replacement for coal. The Company is currently exploring additional uses for its Solid recovered fuel (“SRF”) such as fuel for cogeneration and as a feedstock for bio-plastics.

The Company also, through a series of transactions in 2017 and 2018, acquired a controlling interest in the Nation’s first municipal waste processing facility utilizing the HEBioT technology located in Martinsburg, West Virginia (the “Martinsburg Facility”). The Martinsburg Facility, which commenced operations in 2019, is capable of processing up to 110,000 tons of mixed municipal waste annually. At full capacity, the Martinsburg Facility can achieve an estimated annual savings of over 2.3 million cubic feet of landfill space and eliminate many of the greenhouse gases associated with landfilling that waste. The Company plans to build additional HEBioT facilities in the coming years.

Combined Offering

The Company’s suite of products and services positions it as a provider of cost-effective, technology-based alternatives to traditional waste disposal in the United States. The use of the Company’s technology solutions independently or in combination, can help its customers meet sustainability goals by achieving a significant reduction in greenhouse gases associated with waste transportation and landfilling. In addition, the repurposing of municipal waste into a cleaner burning, EPA recognized, renewable fuel can further reduce potentially harmful emissions associated with traditional means of disposal. The overall reduction in carbon and other greenhouse gases that are linked to climate change that could be achieved through the utilization of the Company’s technology can serve as a model for the future of waste disposal in the United States.

New Product Offering

In addition to the Company’s products focused on reducing the environmental impact of the waste management industry through the development and deployment of cost-effective technology solutions, as a result of symmetry with our customers and prospects and a new demand for post-COVID environmental technologies, in 2020 the Company entered into a distribution agreement with Altapure, LLC, to distribute its patented line of ultrasonic based disinfecting, environmentally-friendly, automated and touchless high-level sub-micron aerosol disinfection system. The Company recognized its first sale under this agreement in October 2020.

Results of operations for the three months ended March 31, 2021

compared to the three months ended March 31, 2020

Overview

The Company continued its revenue growth in the quarter ended March 31, 2021 with total revenues of $3,040,290 increasing 21% over the fourth quarter of 2020 and 124% over the comparative first quarter of 2020. Total revenues of $3,040,290 mark a new quarterly high since the Company went public in 2015.

The overall contribution rate (revenues, less direct costs) increased to 29% in the first quarter of 2021, as compared to 20% in the fourth quarter of 2020 and 10% in the comparative first quarter of 2020.

Selling, general and administrative expenses as a percentage of revenues decreased to 54% in the first quarter of 2021, as compared to 115% in the fourth quarter of 2020 and 141% in the comparative first quarter of 2020.

The loss from operations as a percentage of revenue decreased to 42% in in the first quarter of 2021, as compared to 120% in the fourth quarter of 2020 and 176% in the comparative first quarter of 2020.

The Company continues to achieve growth in the Digester and Corporate line of business that has most recently been driven by sales to Carnival Cruise Lines such that the first quarter the operating loss was driven down to $(184,032) from $(999,487) during the fourth quarter of 2020 and $(1,331,543) during the comparative first quarter of 2020.

During the first quarter of 2021 revenues at the HEBiot facility were $352,548, a decrease of $137,584, which was offset by a $135,150 decrease in direct costs, as compared to the comparative first quarter in 2020; as compared to the fourth quarter of 2020, the decrease in revenues of $141,903 was partially offset by a decrease of $115,523 in direct costs. The Company has been hindered in growth at the HEBioT plant in Martinsburg West Virginia resulting from mechanical challenges during 2020 and constraints on our primary solid recovered fuel (“SRF”) customer’s ability to accept SRF due to its closures resulting from COVID-19 and subsequent refiring difficulties at their kiln that have only recently been partially resolved. In each of the current, sequential and comparative quarters there was a negative contribution, which when combined with the other operating expenses resulted in an operating loss of $(1,092,470), $(2,000,040) and $(1,062,407) during the first quarter of 2021, fourth quarter of 2020 and first quarter of 2020, respectively.

The results of operations by business line are presented below.

	Three months ended March 31,
	Digester and Corporate									HEBioT									Total
	2021			2020			Change			2021			2020			Change			2021			2020			Change
Revenue
Equipment sales	$	2,266,513		$	323,116		$	1,943,397		$	-		$	-			-		$	2,266,513		$	323,116		$	1,943,397
Rental, services and maintenance		421,229			471,093			(49,864	)		-			-			-			421,229			471,093			(49,864	)
HEBioT		-			-			-			352,548			490,132			(137,584	)		352,548			490,132			(137,584
Management and advisory fees and other		-			75,000			(75,000	)		-			-			-			-			75,000			(75,000	)
Total Revenue		2,687,742			869,209			1,818,533			352,548			490,132			(137,584	)		3,040,290			1,359,341			1,680,949
Operating Expenses
Equipment sales		1,236,016			146,404			1,089,612			-			-			-			1,236,016			146,404			1,089,612
Rental, services and maintenance		255,709			260,835			(5,126	)		-			-			-			255,709			260,835			(5,126	)
HEBioT		-			-			-			677,277			812,427			(135,150	)		677,277			812,427			(135,150	)
Selling, general and administrative		1,255,198			1,668,780			(413,582	)		390,759			249,643			141,116			1,645,957			1,918,423			(272,466	)
Depreciation and amortization		124,851			124,733			118			376,982			490,469			(113,487	)		501,833			615,202			(113,369	)
Total operating expenses		2,871,774			2,200,752			671,022			1,445,018			1,552,539			(107,521	)		4,316,792			3,753,291			563,501
Loss from operations		(184,032	)		(1,331,543	)		1,147,511			(1,092,470	)		(1,062,407	)		(30,063	)		(1,276,502	)		(2,393,950	)		1,117,448
Other expenses, net		390,338			348,228			42,110			667,883			651,796			16,087			1,058,221			1,000,024			58,197
Net loss	$	(574,370	)	$	(1,679,771	)	$	1,105,401		$	(1,760,353	)	$	(1,714,203	)	$	(46,150	)	$	(2,334,723	)	$	(3,393,974	)	$	1,059,251

Contribution

The contribution by business line and product is presented below.

	Three months ended March 31,
	Digester and Corporate									HEBioT									Total
	2021			2020			Change			2021			2020			Change			2021			2020			Change
Contribution
Equipment sales	$	1,030,497		$	176,712		$	853,785		$	-		$	-		$	-		$	1,030,497		$	176,712		$	853,785
		45	%		55	%		(100	)%		-			-			-			45	%		55	%		(10	)%
Rental, services and maintenance		165,520			210,258			(44,738	)		-			-			-			165,520			210,258			(44,738	)
		39	%		45	%		(6	)%		-			-			-			39	%		45	%		(6	)%
HEBioT		-			-			-			(324,729	)		(322,295	)		(2,434	)		(324,729	)		(322,295	)		(2,434	)
		-			-			-			(92	)%		(66	)%		(26	)%		(92	)%		(66	)%		(26	)%
Management and advisory fees and other		-			75,000			(75,000	)		-			-			-			-			75,000			(75,000	)
		-			100	%		(100	)%		-			-			-			-			100	%		(100	)%
Total contribution	$	1,196,017		$	461,970		$	734,047		$	(324,729	)	$	(322,295	)	$	(2,434	)	$	871,288		$	139,675		$	731,613
		44	%		53	%		(9	)%		(92	)%		(66	)%		(26	)%		29	%		10	%		19	%

The overall Digester and Corporate contribution increased to $1,196,017 during the first quarter as compared to $461,970 in the comparative first quarter of 2020 and $796,717 during the fourth quarter of 2020. These increases were primarily the result of increased digester sales to Carnival Cruise Lines. The contribution margin during the first quarter of 2021 was 44%, as compared to 53% during the comparative first quarter of 2020 prior to the deliveries of digesters to Carnival Cruise Lines. During the fourth quarter of 2020, the contribution margin was 40%.

As noted previously, revenues have been constrained at the HEBioT facility and as such, with a high level of fixed costs for each of the first quarters of 2021 and 2020, as well as the fourth quarter of 2020, the facility has had negative contributions.

Selling, General and Administrative Expenses

	Three months ended March 31,
	Digester and Corporate							HEBioT							Total
	2021		2020		Change			2021		2020		Change			2021		2020		Change
Selling, general and administrative expenses
Staffing	$	568,620	$	765,768	$	(197,148	)	$	97,701	$	35,879	$	61,822		$	666,321	$	801,647	$	(135,326	)
Stock based compensation		165,218		276,889		(111,671	)		-		-		-			165,218		276,889		(111,671	)
Professional fees		242,840		256,316		(13,476	)		18,650		12,078		6,572			261,490		268,394		(6,904	)
Office operations		120,504		112,759		7,745			180,199		87,934		92,265			300,703		200,693		100,010
Other expenses		158,016		257,048		(99,032	)		94,209		113,752		(19,543	)		252,225		370,800		(118,575	)
Total Selling, general and administrative expenses	$	1,255,198	$	1,668,780	$	(413,582	)	$	390,759	$	249,643	$	141,116		$	1,645,957	$	1,918,423	$	(272,466	)

Consolidated staffing and stock based compensation expenses of $831,539 during the first quarter of 2021 reflect the impact of staffing reductions initiated in 2020, offset in part by increases in management and administrative staffing at the HEBioT facility, resulting in a decrease of $246,997 (23%) from the first quarter of 2020. Office operations expenses increased by $92,265 at the HEBioT facility primarily due to a local property tax revaluation. Other expenses at Digester and Corporate decreased by $99,032 due to the comparable first quarter of 2020 including an unhedged foreign currency loss relating to BREXIT from our United Kingdom subsidiary.

Depreciation and Amortization

Consolidated depreciation and amortization of $501,833 for the first quarter of 2021 decreased from $559,924 and $615,202 for the fourth and first quarters of 2020 due to adjustments in the depreciation expense over the remaining lives of assets at the HEBioT faculty.

Other Expenses

Consolidated other expenses of $1,058,221 for the first quarter of 2021 increased from $1,022,615 and $1,000,024 for the fourth and first quarters of 2020 due absorption of a $30,003 loss from an unconsolidated investment and increases in the amortization of debt discounts and costs due to the increasing balance of the debt.

Liquidity and Capital Resources

For the three months ended March 31, 2021, the Company had a consolidated net loss of $2,334,723, incurred a consolidated loss from operations of $1,276,502 and used net cash in consolidated operating activities of $1,939,521. At March 31, 2021, consolidated total stockholders’ equity amounted to $10,063,721, consolidated stockholders’ equity attributable to parent amounted to $8,037,754, and the Company had a consolidated working capital deficit of $7,053,763. While the Company had not met certain of its senior secured note’s financial covenants as of March 31, 2021 and has received a waiver for such non-compliance through March 31, 2021, until such time as the Company regains compliance or receives a waiver of such covenants for a year beyond the balance sheet date, under current GAAP accounting rules, the senior secured note amounting to $4,582,003 has been classified as current debt. The Company does not yet have a history of financial profitability. On February 19, 2021, the Company entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc., which during the first quarter of 2021 the Company raised $6,895,618 in net proceeds from the sale of 3,416,663 shares of common stock. There is no assurance that the Company will continue to raise sufficient capital or debt to sustain operations or to pursue other strategic initiatives or that such financing will be on terms that are favorable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Cash

As of March 31, 2021 and December 31, 2020, the Company had unrestricted cash balances of $7,314,056 and $2,403,859, respectively.

Borrowing and Debt

See Note 7. Notes, Bonds, Debts and Borrowings to the Financial Statements filed herewith.

Cash Flows

Cash flows used in operating activities — We used $1,939,521 of cash in operating activities during the first quarter of 2021, a decrease of $575,953 from $2,515,474 of cash used in operating activities during the first quarter of 2020. Our net loss for the first quarter of 2021 of $2,334,723 was reduced by $921,259 of non-cash operating income and expenses resulting in $1,413,464 of operational cash usage before changes in operational assets and liabilities, as compared to operational cash usage before changes in operating assets and liabilities of $2,307,631 for the first quarter of 2020. This decrease in in usage before changes in operational assets and liabilities was primarily driven by the decreased net loss in 2021.

Cash flows used in investing activities — $44,547 of cash was used in investing activities during the first quarter of 2021, as compared to a usage of $45,358 for the first quarter of 2020.

Cash flows from financing activities — Cash flows from financing activities amounted to $6,894,543 during the for the first quarter of 2021, an increase of $4,200,553 from $2,693,990 of cash flows from investing activities during the for the first quarter of 2020. This increase was primarily due to an increase in cash flows from the issuance of common stock shares of $6,895,618, as compared to $1,495,450 and $1,200,000 raised in for the first quarter of 2020 through a preferred stock private placement and advances from a related party, respectively.

Off Balance Sheet Arrangements

We have not entered into or are a party to any off-balance sheet arrangements during the three months ended March 31, 2021.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management carried out an evaluation, with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

Based upon their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that a material weakness existed and that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Because of our limited operations, we have a small number of employees which prohibits a segregation of duties, which results in a material weakness over disclosure controls and procedures, as well as internal control over financial reporting. The Company has not had access to sufficient resources within the accounting function, which restricted the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. We expect to add additional resources as we grow and expand our overall operations. However, there can be no assurance that our operations will expand.

Changes in Internal Controls Over Financial Reporting

There have not been any significant changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II -

OTHER INFORMATION

Item 1.

Legal Proceedings.

From time to time, we are a party to, or otherwise involved in, legal proceedings arising in the normal and ordinary course of business. As of the date of this report, we are not aware of any proceeding, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows or financial position.

Item 1A.

Risk Factors.

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

On January 8, 2021, the Company issued 72,000 shares of unregistered common stock to a vendor at market ($90,720) in connection with services rendered.

During the three months ended March 12, 2021, two holders of common stock warrants exercised their warrants in cashless exercises resulting in the issuance of 148,471 shares of common stock.

During the three months ended March 31, 2021, the Company issued 963,603 shares of common stock, under Regulation D Exemption, to shareholders of the Company’s Series A, C and D convertible preferred stock in connection: with the conversion of 11,100 shares of preferred stock, and the payment of accrued and accumulated dividends in accordance with the terms of the preferred stock Certificates of Designation.

On February 19, 2021, the Company issued 42,381 shares of common stock, to shareholders of the Company’s Series F convertible preferred stock in connection the payment of accumulated dividends in accordance with the terms of the preferred stock Certificate of Designation.

All of the securities referred to, above, were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder. All of the foregoing securities as well the Common Stock issuable upon conversion or exercise of such securities, have not been registered under the Securities Act or any other applicable securities laws and are deemed restricted securities, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.

The sale of securities did not involve a public offering; the Company made no solicitation in connection with the sale other than communications with the investors; the Company obtained representations from the investors regarding their investment intent, experience and sophistication; and the investors either received or had access to adequate information about the Company in order to make an informed investment decision.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not Applicable.

Item 5.

Other Information.

Not Applicable.

Item 6.

Exhibits.

See the exhibits listed in the accompanying “Index to Exhibits.”

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 by the undersigned, thereunto duly authorized.

		BioHiTech Global, Inc.

May 17, 2021	By:	/s/ Anthony Fuller
	Name:	Anthony Fuller
	Title:	Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Brian C. Essman
	Name:	Brian C. Essman
	Title:	Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

Exhibit		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date	Number	Herewith
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended				Filed
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended				Filed
32.1	Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				Furnished*
32.2	Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				Furnished*
101.INS	XBRL Instance Document				Filed
101.SCH	XBRL Taxonomy Extension Schema Document				Filed
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				Filed

* This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-X.

Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to our Corporate Secretary at 80 Red Schoolhouse Road, Chestnut Ridge, New York 10977.