UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K/A


(Amendment #1)








☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2016Or☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934





Commission file number 1-10367





Advanced Environmental Recycling Technologies, Inc.


(Exact name of Registrant as specified in its charter)





Delaware
71-0675758(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer
Identification No.)





914 N Jefferson Street
Springdale, Arkansas
72764(Address of principal executive offices)
(Zip Code)





Registrant’s
telephone number, including area code:


(479) 756-7400





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


None





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





Class A common stock, $.01 par value


(Title
of Class)





Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act.
Yes ☐      No ☑





Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes ☐      No ☑





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 ☑     No ☐





Indicate by check
mark whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or such shorter
period that the registrant was required to submit and post such
files).
Yes ☑     No ☐





Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
☑





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





Large
accelerated filer ☐
Accelerated
filer ☐Non-accelerated
filer ☐ (Do not check if a smaller reporting
company)
Smaller
reporting company ☑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 Act).
Yes ☐      No ☑





Number
of shares of Class A common stock outstanding at April 21, 2017:
Class A — 89,631,162





Documents
Incorporated by Reference: None














Table of Contents





Explanatory Note:
1PART III
1Item 10.
Directors, Executive Officers and Corporate
Governance.
1Item 11.
Executive Compensation.
5Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
8Item 13.
Certain Relationships and Related Transactions
10Item 14.
Principal Accounting Fees and Services.
10PART IV
11Item 15.
Exhibits and Financial Statement Schedules.
11SIGNATURES
15


























EXPLANATORY NOTE:







This
Amendment No. 1 to Form 10-K (this “Amendment”) amends
theAnnual Report on
Form 10-K for the year ended December 31, 2016 originally filed on
March 17, 2017 (the “Original Filing”) by Advanced
Environmental Recycling Technologies, Inc. (the
“Company”, “AERT”, “we”,
“our” or “us”). We are filing this
Amendment to present the information required by Part III of Form
10-K as we will not file our proxy statement within 120 days of the
end of our fiscal year ended December 31, 2016.





This
Amendment also includes the currently dated certifications of our
principal executive officer and principal financial officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The
certifications of our principal executive officer and principal
financial officer are filed as Exhibits 31.3 and 31.4
hereto.





Except
as described above, this Amendment does not make any other changes
to the Original Filing. The Original Filing continues to speak as
of the date of the Original Filing and we have not modified or
updated any other disclosures set forth in the Original Filing to
reflect any events which occurred after the date the Original
Filing was filed.





PART III





Item 10. Directors, Executive Officers and
Corporate Governance.





The
directors and executive officers of the Company as of March 17,
2017 and their ages are as follows:





Name

Age

Position
Director SinceTimothy D. Morrison

58

Chief Executive Officer and Chairman
2009J. R. Brian Hanna

64

Chief Financial Officer
N/ARandall D. Gottlieb

43

President and Director
2015Brent D. Gwatney

54

Senior Vice-President – Sales and Marketing
N/AAlford E. Drinkwater

65

Senior Vice-President – Dev & Gov'tl Affairs
N/AVernon J. Richardson

50

Director
2010Michael R. Phillips

42

Director
2011Todd J. Ofenloch

41

Director
2011Bobby J. Sheth

39

Director and Secretary
2011





Timothy D.
MorrisonjoinedAERT as President in March 2008
and has served as a director since June 2009. On August 8,
2013, by special resolution of the Board of Directors, Mr. Morrison
was appointed the Chief Executive Officer for AERT. He was
appointed Chairman of the Board July 1, 2015, replacing Joe G.
Brooks who resigned on June 30, 2015.





Mr.
Morrison has a background in polymer engineering as well as
experience in turnaround management. He began his career with
Dow Chemical in the hydrocarbons and polyethylene group where he
held both operations and business positions. He led the Promix
Joint Venture with Dow, Texaco, and Enterprise Products before
moving to Harris Chemical in 1992 as an equity partner where he led
the turnaround of operations, customer service, information
technology (IT), purchasing, and logistics for the leveraged buyout
group. In 2000, Mr. Morrison joined Cyctec’s engineered
products composite business, managing the composites and adhesives
business. He brings experience in successfully servicing the
needs and requirements of big box retailers from Valspar, where he
served most recently as manager for Valspar’s Texas
Division.





Mr.
Morrison’s qualifications to serve on the Board include the
same demonstrated skills that qualify him to serve as Chief
Executive Officer of the Company, including his industry and
technology experience as a manager in various manufacturing
companies and with a chemical engineering background. Mr. Morrison
has a B.S. in Chemical Engineering from the University of Alabama,
an M.B.A. from the University of Southern California, and training
in both Lean Manufacturing and Six Sigma.





1





J. R. Brian Hanna
joined AERT as Chief Financial Officer
in November 2008. Mr. Hanna had most recently served as
Chief Financial Officer of JT Sports (formerly Brass Eagle Inc.)
from December 1, 1997 to October 31, 2008. Mr. Hanna
obtained his Chartered Accountant’s designation with Deloitte
& Touche in 1982 and later became a Certified Public
Accountant. Mr. Hanna’s background includes merger and
acquisition integrations, financial system/IT implementations in
addition to establishing internal controls, strategic planning, and
treasury functions.





Randall D. Gottlieb
joined AERT in 2013 assuming the role
of President. Mr. Gottlieb has a background in general management,
sales, and production. Mr. Gottlieb graduated from Miami University
in Oxford, Ohio in 1995 with a B.S. in Manufacturing
Engineering, cum laude. He received his M.B.A. from Duke University in
Durham, North Carolina in 2001.





Mr.
Gottlieb began his career in 1995 with Accenture of Chicago,
Illinois, where he resolved business and technical issues for a
variety of industries, including Caterpillar, Inc. for whom he
redesigned an order filling process and implemented changes through
software design. In 2001, through the North Mississippi Broadband
Access Initiative in Tupelo, Mississippi, Mr. Gottlieb created a
plan to provide broadband internet access within an underserved
16-county region in north Mississippi. During 2002 and 2003, while
at Tefen USA of New York City, Mr. Gottlieb worked with Pfizer,
Pharmacia and Schering Plough to increase testing efficiency. Mr.
Gottlieb came to AERT from Oldcastle, North America’s largest
manufacturer of building products and materials. During his time at
Oldcastle, Mr. Gottlieb was also General Manager of two production
facilities and later was responsible for the sales and marketing
effort related to Lowe’s in six product
categories.





Brent D. Gwatney joined AERT in October
2007 as the National Sales Manager for MoistureShield® sales. Mr.
Gwatney has over twenty-nine years in the building industry,
fourteen of which were as a manager of operations and sales in the
composite industry. He attended the Carlson School of Management
and Strategic Planning at the University of Minnesota. He served on
the board of NADRA (North American Deck and Rail Association) from
2012 through 2015. In August 2008, he was promoted to Vice
President of MoistureShield® Sales and in
2011 he was promoted to Senior Vice President of Sales and
Marketing for AERT.





Alford E. Drinkwater
has served as Senior Vice
President in various capacities since September 2003, and is
currently the Company’s Senior Vice President of Development
and Governmental Affairs. Prior to
joining the Company in May 2000, Mr. Drinkwater had been
the Assistant Director for the Established Industries Division of
the Arkansas Department of Economic Development. From
September 1986 until July 1988, he owned and operated
Town and Country Waste Services, Inc. a waste services company
engaging in the development of waste recycling, energy recovery,
and disposal systems. From April 1981 until January 1987,
Mr. Drinkwater was the Resource Recovery Manager for
Metropolitan Trust Company, and was primarily involved in
waste-to-energy systems development. From July 1974 until
April 1981, Mr. Drinkwater worked for the State of
Arkansas as Assistant to the Chief of the Solid Waste Control
Division of the Arkansas Department of Pollution Control &
Ecology and as the Manager of the Biomass and Resource Recovery
Program of the Arkansas Department of Energy.





Dr. Vernon J. Richardson is the
distinguished professor of Accounting in the Sam M. Walton College
of Business at the University of Arkansas. He received an M.B.A.
and undergraduate degrees in accounting from Brigham Young
University prior to receiving a Ph.D. in accounting from the
University of Illinois at Urbana-Champaign. Dr. Richardson then
joined the faculty of the University of Kansas, holding assistant
and associate professor positions from 1997 to 2005. He has been a
professor in the Sam M. Walton College of Business at the
University of Arkansas since 2005 and is currently the S. Robson
Walton Endowed Chair in Accounting. He served as department chair
of the accounting department for 8 years.  Dr. Richardson has
served in various positions with the American Accounting
Association, and performs expert witness and consulting services.
He has served as a director at Reassure America Life Insurance
Company. Director qualifications include leadership, research,
technology and finance experience as an accounting professor and
chair of a university level accounting department.





Michael R. Phillips is a Partner with
Highland Consumer Partners, an independent venture capital firm.
Mr. Phillips has many years of experience in investing in and
advising middle market companies. Prior to Highland Consumer
Partners, Mr. Phillips was a Managing Director at H.I.G. Capital,
and also worked at Bain & Company, Electra Partners, and Lehman
Brothers. Mr. Phillips earned his B.S.in Engineering from Princeton
University and an M.B.A. from the Wharton School at the University
of Pennsylvania. Mr. Phillips’ experience in investment
banking, financial consulting, and risk management gives him a
valuable perspective and insight into the issues facing our company
today and is applicable to our business needs.





Todd J. Ofenloch is Managing Director in
the Boston office of H.I.G. Capital, a global private equity and
alternative assets investment firm. Mr. Ofenloch is responsible for
evaluating and executing new investment opportunities, as well as
working with certain existing portfolio companies. He has many
years of experience investing in middle market private equity
transactions and has worked on investments in a broad range of
industries. Prior to H.I.G. Capital, Mr. Ofenloch was an
investment professional at Parthenon Capital Partners and GTCR. He
began his career as an investment banker at Lazard Frères,
specializing in mergers and acquisitions advisory services.
Mr. Ofenloch graduated from the University of Illinois with a
B.S. in Accountancy and received an M.B.A. from Columbia Business
School. Mr. Ofenloch’s experience with business development,
strategic planning, and risk management is applicable to our
company needs. His knowledge and expertise in finance and assorted
business markets are beneficial on our Board.





2





Bobby J. Sheth is a Managing Director
and Head of Roynat Equity Partners, a private equity firm and
division of Roynat, Inc. and Scotiabank. Prior to joining Roynat
Equity Partners, Mr. Sheth worked for H.I.G. Capital as an
investment professional, where he participated in a variety of new
deal processes, divestitures, and financings. Mr. Sheth also sat on
the boards of several H.I.G. Capital's portfolio companies. Earlier
in his career Mr. Sheth worked as a consultant for Alvarez &
Marsal and as an Investment Banker for Citigroup. Mr. Sheth earned
a Bachelor of Commerce in Finance from the University of Toronto
and an M.B.A. from Harvard Business School. He is also a Chartered
Financial Analyst. Mr. Sheth's experience as a private equity
investor, investment banker as well as his knowledge in risk
management, business development, and strategic planning provides a
strong perspective into the needs of our company. Mr. Sheth has
also served as our Secretary since 2011.










Section 16(a) Beneficial Ownership Reporting
Compliance





Section
16(a) of the Exchange Act requires executive officers and
directors, a company’s chief accounting officer and persons
who beneficially own more than 10% of a company’s common
stock, to file initial reports of ownership and reports of changes
in ownership with the SEC. Executive officers, directors, the chief
accounting officer and beneficial owners of more than 10% of our
common stock are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file.





Based
solely on our review of copies of such reports and written
representations from our executive officers and directors, we
believe that our executive officers and directors complied with all
Section 16(a) filing requirements during 2016.





Corporate Governance





The
number of directors that serve on the Board is currently set at
seven. In accordance with the Company’s bylaws, directors are
elected for a term of one year and until their successors are duly
elected and qualified. Messrs. Morrison, Gottlieb and Richardson
were elected at the 2016 annual meeting of stockholders, and
Messrs. Phillips, Sheth, Ofenloch and Brain James were elected as
Series E Directors by H.I.G. AERT, LLC in 2016. Mr. James submitted
his resignation to the Board of Directors on October 28, 2016. The
resulting vacancy has not been filled.





Officers serve at
the discretion of the Board of Directors. No current-standing
director or officer of the Company has any pending or prior legal
involvement that would be material to an evaluation of the ability
or integrity of any director.








Independence of Directors





Our
common stock is listed on the OTCQB Tier of the OTC Markets Group,
Inc. The OTCQB does not have any director independence standards.
Therefore, pursuant to the regulations promulgated by the SEC under
the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), we have adopted the definition of
independent director as described in Rule 5605 of the NASDAQ
Listing Standards. Our Board has determined that Dr. Vernon J.
Richardson, a current director, qualifies as
“independent” under the rules promulgated by the SEC
under the Exchange Act and NASDAQ Listing Standards.





Board Leadership





Our
Board of Directors’ current leadership structure includes a
Chairman of the Board and Audit, Compensation and Governance
Committees. The Audit Committee is chaired by an independent
director.





Our Board has
reviewed our current Board leadership structure in light of the
composition of the Board, the Company’s size, the nature of
the Company’s business, the regulatory framework under which
the Company operates, and other relevant factors. Considering these
factors, the Board determined to have the same individual, Timothy
D. Morrison, serve as Chief Executive Officer and Chairman of the
Board. The Board does not have or appoint a lead independent
director. Combining the roles of Chief Executive Officer and
Chairman promotes unified leadership and direction of the Company,
allowing for operation effectiveness and efficiencies that ensure
the implementation of strategic initiatives and business plans to
optimize stockholder value.





The
Audit Committee provides oversight of management and handling risk.
Our Audit Committee oversees the integrity of our consolidated
financial statements; the overall effectiveness of our system of
internal controls; our policies and procedures for assessing and
managing risk; along with compliance, regulatory and legal matters.
Members of our Board of Directors receive frequent updates from
management regarding all aspects of the enterprise risk management,
including our performance versus budget. Our Board of
Directors’ leadership structure is consistent with our
approach to risk oversight, as the Chief Executive Officer is
involved directly with management, and the corporate governance
role is enacted by the Board of Directors as a whole.





3





Stockholder and Interested Parties Communications with the
Board





Stockholders and
other interested parties may contact any of the Company’s
directors, a committee of the Board of Directors, the Board’s
independent director, or the Board generally, by writing to them at
Advanced Environmental Recycling Technologies, Inc., c/o Corporate
Secretary, at the address shown on the cover of this report. In
general, any communication delivered to the Corporate Secretary for
forwarding to any of the Company’s directors individually, a
committee of the Board or the Board’s independent directors
will be forwarded in accordance with the stockholder’s or
other interested party’s instruction, except that the
Corporate Secretary reserves the right not to forward any abusive,
threatening or otherwise inappropriate materials.





The
Company has also implemented a “Corporate Compliance
Line” through which the Compensation Committee, the Audit
Committee, the Board of Directors, and the corporate compliance
officer may be contacted, as appropriate. This service and number
is available on our corporate website.





Code of Ethics





The Company has established a Code of Ethics that
demonstrates our commitment to conduct our affairs in compliance
with all applicable laws and regulations and observe the highest
standards of business ethics and seeks to identify and mitigate
conflicts of interest between our directors, officers and
employees, on the one hand, and AERT on the other hand. We intend
that the spirit, as well as the letter, of the Code of Ethics be
followed by all our directors, officers, and employees, including
our principal executive officer, principal financial officer, and
principal accounting officer. This is communicated to each new
officer and employee and will be communicated to any new director.
Any waiver of our Code of Ethics with respect to our executive
officers and directors may only be authorized by our Board of
Directors. Our Code of Ethics is available under the Corporate
Governance section of our website, www.aert.com.
We intend to satisfy the disclosure requirements of Form 8-K
regarding any amendment to, or a waiver from, any provision of our
Code of Business Conduct and Ethics by posting such amendment or
waiver on our website.





Board Meetings and Certain Committee Reports and
Meetings





During
the Company’s fiscal year ended December 31, 2016, the
Board of Directors held two meetings. All Board members attended
the January meeting and six of seven attended the June
meeting.





Three
of the seven Board members attended the 2016 annual stockholders
meeting. The Company encourages, but does not require, directors to
attend annual meetings of stockholders. During fiscal 2016, the
Company did not hold any executive sessions of the Board of
Directors in which only independent members of the Board were
present.





The Board has three standing committees: Audit
Committee, the Compensation Committee, and the Corporate
Governance and Nominating Committee.
The charters of the Audit and Compensation Committees are available
on the corporate website at http://www.aert.com.
The Corporate Governance and
Nominating Committee does not have a charter. The Board may
establish other committees as it deems necessary or appropriate
from time to time.





Audit Committee





The
Audit Committee consists of Dr. Richardson and Messrs. Sheth and
Ofenloch, with Dr. Richardson serving as the chair. During the year
ended December 31, 2016, the Audit Committee met four times. The
Board of Directors has determined that Vernon Richardson qualifies
as an “audit committee financial expert” as such term
is defined in rules of the SEC implementing requirements of the
Sarbanes-Oxley Act of 2002.





The
Audit Committee is directly responsible for the engagement of the
Company’s independent accountants and is responsible for
approving the services performed by the Company’s independent
accountants and for reviewing and evaluating the Company’s
accounting principles and its system of internal accounting
controls. In 2016, the Audit Committee engaged in quarterly
discussions with the Company’s auditors concerning their
quarterly reviews and annual audit of the Company’s financial
statements and with management concerning their preparation of the
financial statements.





4





Compensation Committee





The
Compensation Committee consists of Messrs. Phillips, Sheth and Dr.
Richardson, with Mr. Phillips serving as the chair. The Compensation Committee establishes and
administers the Company’s compensation plans on behalf of the
Board of Directors and makes recommendations to the Board of
Directors as to stock options, restricted stock awards or other
awards granted thereunder and other compensation
matters.





Corporate Governance and Nominating Committee





The
Corporate Governance and Nominating Committee consists of all
members of the Board of Directors and identifies candidates for
election to the Board of Directors. The Committee believes that candidates for director should have
certain minimum qualifications, including being able to read and
understand financial statements and having the highest personal
integrity and ethics. The Committee also considers such factors as
relevant expertise and experience, ability to devote sufficient
time to the affairs of the Company, demonstrated excellence in his
or her field, the ability to exercise sound business judgment and
the commitment to rigorously represent the long-term interests of
the Company’s stockholders. Candidates for director are
reviewed in the context of the current composition of the Board,
the operating requirements of the Company and the long-term
interests of stockholders. The Committee is responsible for recommending candidates for
nomination. When considering potential director nominees,
the Committee reviews available
information regarding each potential candidate including
qualifications, experience, skills and integrity as well as race,
gender and ethnic diversity. The Committee also considers past performance before nominating
any director for re-election. Although we do not have a formal
policy regarding diversity, the Committee views its diversity as a priority and seeks
diverse representation among members.





The Corporate Governance and Nominating
Committee does not have a formal
process for identifying and evaluating nominees for director.
Instead, it uses its network of contacts to identify potential
candidates. The Committee will
conduct any appropriate and necessary inquiries into the
backgrounds and qualifications of possible candidates after
considering the function and needs of the Board. The
Committee will meet to discuss and
consider such candidates’ qualifications and then select a
nominee by majority vote.





Item 11. Executive Compensation.





Summary Compensation Table





The
following table sets forth the aggregate compensation the Company
paid for the two years ended December 31, 2016 and 2015 to the
Chief Executive Officer, the Chief Financial Officer, and the
President.





Salary
Bonus
All Other
Compensation
TotalName
and Principal Position

Year
($)
($)
($) (1)
($)Timothy
D. Morrison

2016
260,000
428,000
-
688,000Chief
Executive Officer

2015
270,000
100,000
-
370,000J. R.
Brian Hanna

2016
230,792
393,000
-
623,792Chief
Financial Officer

2015
238,846
70,000
-
308,846Randall
D. Gottlieb

2016
230,518
393,000
-
623,518President

2015
231,924
80,000
-
311,924





(1) Does not include perquisites and other personal benefits or
property with aggregate value of less than
$10,000.







Setting Executive Compensation





The
Compensation Committee strives to establish and periodically review
AERT’s compensation philosophy and the adequacy of
compensation plans and programs for directors, executive officers
and other AERT employees and make recommendations to the Board of
Directors regarding:





●
 Compensation
arrangements and incentive goals for executive officers and
administration of the compensation plans and recommendations to the
Board of Directors with respect thereto;





5





●
 The
performance of the executive officers and incentive compensation
awards and adjustment of compensation arrangements as appropriate
based upon performance; and





●
 Management
development and succession plans and activities.





The
primary components of our executive compensation programs are: base
salary, discretionary awards, and long-term incentive
awards.





Base
Salary





Base
salaries are generally targeted at the middle of the competitive
marketplace (the “median”).





The
“market rate” for an executive position is determined
through an assessment by our human resources personnel under
the guidance and supervision of the Compensation Committee. This
assessment considers relevant industry salary practices, the
position’s complexity, and level of responsibility, its
importance to AERT in relation to other executive positions, and
the competitiveness of an executive’s total
compensation.





Subject
to the Compensation Committee’s approval, the level of an
executive officer’s base pay is determined on the basis
of:





●
 Relevant
comparative compensation data; and





●
 The
Chief Executive Officer’s assessment (except with respect to
himself) of the executive’s performance, experience,
demonstrated leadership, job knowledge, and management
skills.





Discretionary Awards





The
Compensation Committee may, at its discretion, authorize periodic
cash awards to executives. Discretionary awards are designed to
give the Compensation Committee the flexibility to provide
incentives that are comparable to those found in the marketplace in
which we compete for executive talent. In determining the extent
and nature of discretionary awards, the Compensation Committee
considers our cash flow, net income, progress toward short-term and
long-term business objectives, and other competitive compensation
programs.





When
considering discretionary awards, the Compensation Committee
identifies the employees who are eligible to participate and
computes and certifies the size of the discretionary pool based on
financial information supplied by our executive officers. The award
made to each eligible participant is based on the opportunity level
assigned to the participant and an assessment of his or her
performance and the performance of their business unit versus
corporate objectives.





Long-Term Incentive Awards





Long-term
executive incentives are designed to promote the interests of AERT
and its stockholders by attracting and retaining eligible
directors, executives and other key employees. The Compensation
Committee has the authority to determine the participants to whom
awards shall be granted.





The
Compensation Committee may issue incentive-based compensation under
the Company’s 2012 Stock Incentive Plan (the
“Plan”), which was approved by security holders at the
Company’s annual shareholders’ meeting on June 27,
2012. Awards may be granted under the Plan in the form of stock
options, restricted stock units, performance awards, and other
cash- and stock-based awards. No awards have been made under the
Plan.





Employment Agreements





On
March 12, 2012, the Company entered into employment agreements with
former President and current Chief Executive Officer, Timothy D.
Morrison and Chief Financial Officer, J. R. Brian Hanna. Both
agreements were effective January 1, 2012 and expired on December
31, 2015. Both agreements automatically renewed on the same terms
and conditions on January 1, 2016 and will continue to renew for
additional one-year periods unless the Company or the Executive
gives the other party written notice of its election not to renew
the employment period at least 60 days prior to the renewal
date.





6





The
Employment Agreements provide Messrs. Morrison, and Hanna an annual
base salary of no less than $260,000 and $220,000 (subject to
periodic review and increase), respectively, with an annual bonus
potential for each based on performance goals and criteria approved
by the Compensation Committee. Messrs. Morrison and Hanna are
eligible to participate in the Company’s equity incentive
plan which will be subject to customary vesting, buy back, and
other provisions as determined by the Compensation
Committee.





On
August 8, 2013, the Company entered into an employment agreement
with Randall D. Gottlieb, President. His current annual salary is
$232,000 with annual bonus potential based on performance goals and
criteria, approved by the Compensation Committee. The agreement is
considered “at-will” and can be terminated by either
party at any time.





In
addition, each of the foregoing executives is eligible to receive
discretionary awards as discussed in “Executive Compensation – Discretionary Awards” above.





Executive Compensation vs. Net Income





The
following chart shows a five-year comparison of the aggregate
compensation the Company paid its executive officers versus the net
income (loss) before preferred dividends and income
tax.








7





401(k) Plan





The
Company sponsors the A.E.R.T. 401(k) Plan (the “401(k)
Plan”) for the benefit of all eligible employees. The 401(k)
Plan qualifies under Section 401(k) of the Internal Revenue
Code thereby allowing eligible employees to make tax-deferred
contributions to the 401(k) Plan. The 401(k) Plan provides that the
Company may elect to make discretionary-matching contributions
equal to a percentage of each participant’s voluntary
contribution. The Company may also elect to make a profit sharing
contribution to the 401(k) Plan. The Company approved a
discretionary match of $75,000 for the year ended December 31,
2016.





Director Compensation





Directors who are
also employees of AERT or H.I.G. Capital are not entitled to any
additional compensation by virtue of their service as a director,
except for reimbursement of any specific expenses attributable to
such service. The following table shows the compensation paid to
the non-employee directors of AERT during 2016:





Name
Fees Earned or
Paid in Cash
TotalVernon J.
Richardson
$26,685
$26,685





Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters.





Equity Compensation Plan Information





The
following table provides information regarding shares outstanding
and available as of December 31, 2016 for issuance under our
2012 Stock Incentive Plan. No awards were issued in
2016.





Plan Category
Number of securities to be issued upon exercise of outstanding
options, warrants and rights
Weighted average exercise price of outstanding options, warrants
and rights
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in the
first column of this table)Equity
compensation plans approved by security holders
-
N/A
40,000,000Equity
compensation plans not approved by security holders
-
N/A
--
-
40,000,000





Security Ownership of Certain Beneficial Owners and
Management





The
following table sets forth certain information with regard to the
beneficial ownership of the Company’s Class A common
stock and Series E Convertible Preferred Stock (the “Series E
Preferred Stock”) as of March 17, 2017 by: (1) each person,
or group of affiliated persons, known by us to beneficially own
more than 5% of our Common Stock or Preferred Stock. (2) each of
our directors; (3) each of our executive officers, and (4) all of
our directors and executive officers as a group.





8





Information
with respect to beneficial ownership has been furnished by each
director and executive officer. With respect to beneficial owners
of more than 5% of our outstanding Class A common stock and
Series E Preferred Stock, information is based on information filed
with the SEC. Except to the extent indicated in the footnotes to
the following table, each of the persons or entities listed therein
has sole voting and investment power with respect to the shares
which are reported as beneficially owned by such person or entity,
subject to applicable community property laws. Unless otherwise
noted below, the address of each beneficial owner listed in the
table is c/o Advanced Environmental Recycling Technologies, Inc.,
914 N. Jefferson St., Springdale, AR 72764.







Title of Class

Name of Beneficial Owner

Amount and Nature of Beneficial Ownership (2)

Percent of Class (4)Principal StockholdersSeries E Preferred Stock

H.I.G. AERT, LLC (1)

20,524.149

100.0%Class A Common Stock

H.I.G. AERT, LLC

408,373,979
(3)
84.6%Directors and Executive OfficersClass A Common Stock

Timothy D. Morrison

700,000

*Class A Common Stock

J.R. Brian Hanna

500,000

*Class A Common Stock

Randall D. Gottlieb

-

*Class A Common Stock

Alford E. Drinkwater

100,000

*Class A Common Stock

Brent D. Gwatney

60,000

*Class A Common Stock

Vernon J. Richardson

10,000

*Class A Common Stock

Michael R. Phillips

-

*Class A Common Stock

Todd J. Ofenloch

-

*Class A Common Stock

Bobby J. Sheth

-

*Class A Common Stock

All Directors and Executive Officers as a Group (9
persons)

1,360,000

**Less than 1% of outstanding Class A common stock.





(1)
 H.I.G.
AERT, LLC’s address is 1450 Brickell Avenue, 31st Floor,
Miami, Florida 33131.





(2)
 Beneficial
ownership of shares was determined in accordance with
Rule 13d-3(d)(1) of the Exchange Act.





(3)
 Includes
(i) 15,289,890 shares of Class A common and (ii) 393,084,089 shares
of Class A common stock issuable upon conversion of 20,524.149
shares of Series E Preferred Stock at the fixed rate of 19,152.27
shares of Class A common stock for each share of Series E Preferred
Stock, the “Conversion Rate” for the Series E Preferred
Stock pursuant to the Company’s Certificate of Designations,
Preferences and Rights of the Series E Convertible Preferred Stock
in the event of a fundamental transaction (which includes the
Merger, as defined below) occurs prior to August 1, 2017. Pursuant
to Schedule 13D/A last filed by H.I.G. AERT, LLC on April 1, 2016
with the SEC, (i) H.I.G. AERT, LLC has sole voting and dispositive
power over all the shares and no shared voting or dispositive power
with respect to any shares (ii) beneficial ownership of the
securities is shared with H.I.G. Capital Partners IV, L.P., Bayside
Opportunity Fund, L.P., H.I.G. Advisors IV, LLC, Bayside
Opportunity Advisors, LLC, H.I.G.-GPII, Inc., Sami W. Mnaymneh and
Anthony A. Tamer. Each such party expressly disclaims beneficial
ownership, except to the extent of its pecuniary interest in the
shares of Class A common stock. The shares of Series E Preferred
Stock are convertible into shares of Class A common stock at H.I.G.
AERT, LLC’s election and for no additional consideration
provided.





(4)
 Class
A common stock beneficial ownership was calculated by dividing the
beneficial ownership of each stockholder by the sum of (i) the
total of 89,631,162 shares of Class A common stock outstanding as
of March 17, 2017 and (ii) in the case of each such stockholder,
any shares issuable to such stockholder upon the exercise or
conversion of any derivative securities that are currently
exercisable or become exercisable within 60 days of March 17, 2017
(which, with respect to H.I.G. AERT, LLC, includes 393,084,089
shares of Common Stock issuable to H.I.G. AERT, LLC in connection
with conversion of its Series E Preferred Stock).





9





Change in Control





On
March 16, 2017, the Company entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Oldcastle
Architectural, Inc., a Delaware corporation (“Parent”),
and Oldcastle Ascent Merger Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of Parent (“Merger Sub”),
pursuant to which Merger Sub will merge with and into the Company,
with the Company continuing as the surviving corporation and a
wholly-owned subsidiary of Parent (the “Merger”). As a
result, the Company will cease to be an independent company traded
on the OTCQB.





At the
effective time of the Merger, each issued and outstanding share of
Class A common stock will be converted into the right to receive
$0.135936 in cash, less any required withholding taxes, and each
issued and outstanding share of Series E Preferred Stock will be
converted into the right to receive $2,603.483278 in cash, less any
required withholding taxes, in each case other than any shares of
Class A common stock and Series E Preferred Stock owned by the
Company and those shares of Class A common stock with respect to
which stockholders have properly exercised appraisal rights and
have not effectively withdrawn or lost their appraisal
rights.





Item 13. Certain Relationships and Related
Transactions





From
time to time, the Company may enter into transactions with related
parties. In reviewing a transaction or relationship, the Board as a
whole, with the interested parties recusing themselves, will take
into account, among other factors it deems appropriate, whether the
transaction is on terms no more favorable than to an unaffiliated
third party under similar circumstances, as well as the extent of
the related party’s interest in the transaction.





Advisory Services Agreement with H.I.G. Capital





The
Company is party to an Advisory Services Agreement with H.I.G.
Capital, L.L.C. (“H.I.G. Capital”), an affiliate of
H.I.G. AERT, LLC (“H.I.G.”), that provides for an
annual monitoring fee between $250,000 and $500,000 and
reimbursement of all other out of pocket fees and expenses incurred
by H.I.G. Capital. In addition, pursuant to the terms of the
Advisory Services Agreement, H.I.G. Capital is entitled to a
financial advisory services fee and a supplemental management fee
in connection with any acquisition, disposition or material public
or private debt or equity financing of the Company, in each case
which has been introduced, arranged, managed and/or negotiated by
H.I.G. Capital or its affiliates. For a sale of the Company, or an
acquisition of 100% of any other company, the financial advisory
fee will be equal to one percent of the enterprise value of such
transaction and the supplemental management fee will be equal to
one percent of the enterprise value of such transaction.
Accordingly, H.I.G. Capital will be entitled to a financial
advisory fee of $1.17 million and a supplemental management fee of
$1.17 million in connection with the Merger, payable at the closing
of the Merger.





Directors Appointed by H.I.G.





Certain
members of the Board are affiliated with H.I.G. Mr. Ofenloch is a
Managing Director with H.I.G. Capital. Mr. Phillips was a Managing
Director with H.I.G. Capital and Mr. Sheth was a Principal with
H.I.G. Capital. Accordingly, such members of the Board may have an
indirect interest in the portion of the Merger Consideration to be
paid to H.I.G. In addition, such members may have an indirect
interest in the financial advisory fee of $1.17 million and the
supplemental management fee of $1.17 million payable to H.I.G.
Capital by the Company in connection with the Merger (as further
described above).





Item 14. Principal Accounting Fees and
Services.





The
information below sets forth the fees charged by HoganTaylor LLP
during 2016 and 2015 for services provided to the Company in the
following categories and amounts:







2016
2015Audit
fees
$156,650
$149,000Audit-related
fees
14,500
11,000Tax
fees
8,500
8,500All
other fees
-
-$179,650
$168,500





10





Audit
fees include amounts charged for the audit of the financial
statements for the year ended December 31, 2016, along with
fees for the review of the financial statements for the quarters
ended March 31, June 30, and September 30, 2016.
Audit-related fees include the audit of the financial statements of
the AERT, Inc. 401(k) Plan. Tax fees were paid for preparation of
federal and state tax returns, along with consulting services
related to certain tax issues.





Pre-Approval Policy





The
engagement of HoganTaylor LLP
as the Company’s independent registered public accounting
firm was approved in advance by the Audit Committee in accordance
with SEC rules and the Audit Committee’s Pre-Approval
Policies and Procedures, which provide that all engagements with
the independent registered public accounting firm for the provision
of audit or audit-related services to the Company must be
pre-approved by the Audit Committee or a designated member of the
Audit Committee. The Audit Committee’s pre-approval policy
also provides that the Company may engage the Company’s
independent registered public accounting firm for non-audit
services (i) only if such services are not prohibited from being
performed by the Company’s independent registered public
accounting firm under the Sarbanes-Oxley Act of 2002, Rule 2-01 of
Regulation S-X promulgated by the SEC thereunder, or any other
applicable law or regulation, and (ii) if such services are
tax-related services, such services are one or more of the
following tax-related services: tax return preparation and review;
advice on income tax, tax accounting, sales/use tax, excise tax and
other miscellaneous tax matters; and tax advice and implementation
assistance on restructurings, merger and acquisition matters and
other tax strategies. The pre-approval policy also provides that
any request for approval for the Company’s independent
registered public accounting firm to perform a permitted non-audit
service must be accompanied by a discussion of the reasons why the
Company’s independent registered public accounting firm
should be engaged to perform the services instead of an alternative
provider. None of the services described above were approved
pursuant to the de minimis exception provided in Rule
2-01(c)(7)(i)(C) of Regulation S-X promulgated by the
SEC.





All of
HoganTaylor LLP’s fees for 2016 and 2015 were pre-approved by
the Audit Committee in accordance with its policy by a formal
engagement letter with HoganTaylor LLP.





PART
IV





Item 15. Exhibits and Financial Statement
Schedules.





The
following documents are filed as part of this
Amendment:





1.
 Financial
Statements – Not applicable


2.
 Financial Statement
Schedules – Not applicable


3.
 Exhibits –
See the list of exhibits beginning on the following
page.





11





Exhibit
INDEX TO EXHIBITSNo.
Description of Exhibit2.1

Securities
Exchange Agreement dated as of March 18, 2011 by and among the
Company and H.I.G. AERT, LLC, incorporated herein by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed with the SEC on March 22, 20112.2

Series
D Preferred Stock Exchange Agreement dated as of March 18, 2011 by
and among the Company and H.I.G. AERT, LLC, incorporated herein by
reference to Exhibit 10.2 to the Company’s Current Report on
Form 8-K filed with the SEC on March 22, 20112.3

Agreement
and Plan of Merger, dated as of March 16, 2017, by and among the
Company, Oldcastle Architectural, Inc. and Oldcastle Ascent Merger
Sub, Inc. incorporated herein by reference to the Company’s
Annual Report on Form 10-K filed with the SEC on March 17, 2017
(Schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The Company hereby undertakes to furnish
supplementally copies of the omitted schedules upon request by the
SEC.)3.1

Certificate
of Incorporation of the Company, as amended, incorporated herein by
reference to Exhibit 3.1 to the Company’s Annual Report on
Form 10-K filed with the SEC on March 10, 20163.2

Bylaws
of the Company, as amended, incorporated herein by reference to
Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed
with the SEC on March 10, 20163.3

Amendment
to Bylaws of the Company incorporated herein by reference to the
Company’s Annual Report on Form 10-K filed with the SEC on
March 17, 20174.1

Certificate
of Designations, Preferences and Rights of the Series E Convertible
Preferred Stock of the Company, incorporated herein by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed
with the SEC on March 22, 2011.4.2

Amendment
to Certificate of Designations, Preferences and Rights of the
Series E Convertible Preferred Stock of the Company incorporated
herein by reference to the Company’s Annual Report on Form
10-K filed with the SEC on March 17, 201710.1

Loan
Agreement dated July 1, 2010 by and between the Company and the
Oklahoma Department of Commerce, incorporated herein by reference
to Exhibit 10.17 to the Company’s Annual Report on Form 10-K
filed with the SEC on March 30, 201210.2

Promissory
Note issued by the Company to the Oklahoma Department of Commerce
dated July 1, 2010, incorporated herein by reference to Exhibit
10.18 to the Company’s Annual Report on Form 10-K filed with
the SEC on March 30, 201210.3†

Indemnity
Agreement dated as of March 18, 2011 by and between the Company and
Michael Phillips, incorporated herein by reference to Exhibit 10.5
to the Company’s Current Report on Form 8-K filed with the
SEC on March 22, 201110.4

Advisory
Services Agreement dated as of March 18, 2011 by and between the
Company and H.I.G. Capital, L.L.C., incorporated herein by
reference to Exhibit 10.3 to the Company’s Current Report on
Form 8-K filed with the SEC on March 22, 201110.5

Registration
Rights Agreement dated as of March 18, 2011 by and among the
Company and H.I.G. AERT, LLC, incorporated herein by reference to
Exhibit 10.12 to the Company’s Current Report on Form 8-K
filed with the SEC on March 22, 201110.6

Credit
Agreement dated as of March 18, 2011 among the Company, the lenders
party thereto and H.I.G. AERT, LLC, incorporated herein by
reference to Exhibit 10.6 to the Company’s Current Report on
Form 8-K filed with the SEC on March 22, 201110.7

Security
Agreement dated as of March 18, 2011 by and between the Company and
H.I.G. AERT, LLC, incorporated herein by reference to Exhibit 10.9
to the Company’s Current Report on Form 8-K filed with the
SEC on March 22, 201110.8

Series
A Term Note issued by the Company to H.I.G. AERT, LLC dated March
18, 2011, incorporated herein by reference to Exhibit 10.7 to the
Company’s Current Report on Form 8-K filed with the SEC on
March 22, 2011





12





10.9

Amended
and Restated Series B Term Note issued by the Company to H.I.G.
AERT, LLC dated October 20, 2011, incorporated herein by reference
to Exhibit 10.15 to the Company’s Current Report on Form 8-K
filed with the SEC on October 24, 201110.10

First
Amendment to Credit Agreement dated as of May 23, 2011 among the
Company, the lenders party thereto and H.I.G. AERT, LLC,
incorporated herein by reference to Exhibit 10.10 to the
Company’s Annual Report on Form 10-K filed with the SEC on
March 10, 201610.11

Second
Amendment to Credit Agreement dated as of October 20, 2011 among
the Company, the lenders party thereto and H.I.G. AERT, LLC,
incorporated herein by reference to Exhibit 10.11 to the
Company’s Annual Report on Form 10-K filed with the SEC on
March 10, 201610.12

Third
Amendment to Credit Agreement dated as of November 15, 2012 among
the Company, the lenders party thereto and H.I.G. AERT, LLC,
incorporated herein by reference to Exhibit 10.12 to the
Company’s Annual Report on Form 10-K filed with the SEC on
March 10, 201610.13

Fourth
Amendment to Credit Agreement dated as of October 30, 2015 among
the Company, the lenders party thereto and H.I.G. AERT, LLC,
incorporated herein by reference to Exhibit 10.13 to the
Company’s Annual Report on Form 10-K filed with the SEC on
March 10, 201610.14†

Employment
Agreement dated January 1, 2012 between the Company and Tim
Morrison, incorporated herein by reference to Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed with the SEC on
March 15, 201210.15†

Employment
Agreement dated January 1, 2012 between the Company and Brian
Hanna, incorporated herein by reference to Exhibit 10.3 to the
Company’s Current Report on Form 8-K filed with the SEC on
March 15, 201210.16†

Advanced
Environmental Recycling Technologies, Inc. 2011 Stock Incentive
Plan, incorporated herein by reference to Exhibit 10.18 to the
Company’s Annual Report on Form 10-K filed with the SEC on
March 10, 201610.17

Accounts
Receivable Purchase Agreement dated February 20, 2015 between the
Company and the Bank of Montreal, incorporated herein by reference
to Exhibit 10.4 of the Company’s Quarterly Report on Form
10-Q filed with the SEC on August 11, 201510.18

Credit
and Security Agreement dated as of October 30, 2015 between the
Company and the Webster Business Credit Corporation, incorporated
herein by reference to Exhibit 10.20 to the Company’s Annual
Report on Form 10-K filed with the SEC on March 10,
201610.19

Amendment No. 1 to
the Credit and Security Agreement dated as of March 25, 2016
between the Company and the Webster Business Credit Corporation,
incorporated herein by reference to the Company’s Quarterly
Report on Form 10-Q filed with the SEC on May 13, 201610.21

Waiver
of Triggering Event Redemption Notice dated January 20, 2016,
incorporated herein by reference to Exhibit 10.23 to the
Company’s Annual Report on Form 10-K filed with the SEC on
March 10, 2016





10.22

Waiver
of “Special Events Default” per Series A & B Term
Loan Interest dated April 13, 2016, incorporated herein by
reference to the Company’s Quarterly Report on Form 10-Q
filed with the SEC on May 13, 201610.23

Waiver
of “Special Events Default” per Series A & B Term
Loan Interest dated July 1, 2016 incorporated herein by reference
to the Company’s Quarterly Report on Form 10-Q filed with the
SEC on August 11, 201610.24

Waiver
of “Special Events Default” per Series A & B Term
Loan Interest dated September 30, 2016 incorporated herein by
reference to the Company’s Quarterly Report on Form 10-Q
filed with the SEC on November 14, 201610.25

Waiver
of Series A & B Interest dated December 31, 2016 incorporated
herein by reference to the Company’s Annual Report on Form
10-K filed with the SEC on March 17, 2017





13





10.26

Waiver
of Triggering Event Redemption Notice dated December 31, 2016
incorporated herein by reference to the Company’s Annual
Report on Form 10-K filed with the SEC on March 17,
201710.27†

Advanced
Environmental Recycling Technologies, Inc. Key Employee Incentive
Plan for Transaction Bonuses, as amended and restated incorporated
herein by reference to the Company’s Annual Report on Form
10-K filed with the SEC on March 17, 201723.1

Consent
of Independent Registered Public Accounting Firm incorporated
herein by reference to the Company’s Annual Report on Form
10-K filed with the SEC on March 17, 201724.1

Power
of attorney incorporated herein by reference to the Company’s
Annual Report on Form 10-K filed with the SEC on March 17,
201731.1

Certification
per Sarbanes-Oxley Act of 2002 (Section 302) by the Company’s
chief executive officer incorporated herein by reference to the
Company’s Annual Report on Form 10-K filed with the SEC on
March 17, 201731.2

Certification
per Sarbanes-Oxley Act of 2002 (Section 302) by the Company’s
chief financial officer incorporated herein by reference to the
Company’s Annual Report on Form 10-K filed with the SEC on
March 17, 201731.3**

Certification
per Sarbanes-Oxley Act of 2002 (Section 302) by the Company’s
chief executive officer31.4**

Certification
per Sarbanes-Oxley Act of 2002 (Section 302) by the Company’s
chief financial officer32.1

Certification
per Sarbanes-Oxley Act of 2002 (Section 906) by the Company’s
chief executive officer32.2

Certification
per Sarbanes-Oxley Act of 2002 (Section 906) by the Company’s
chief financial officer99.1

Press
Release, dated March 17, 2017 incorporated herein by reference to
the Company’s Annual Report on Form 10-K filed with the SEC
on March 17, 2017101.DEF

XBRL
Taxonomy Extension Definition Linkbase Document101.LAB

XBRL
Taxonomy Extension Label Linkbase Document101.PRE

XBRL
Taxonomy Extension Presentation Linkbase Document101.DEF

XBRL
Taxonomy Extension Definition Linkbase Document101.LAB

XBRL
Taxonomy Extension Label Linkbase Document101.PRE

XBRL
Taxonomy Extension Presentation Linkbase Document





** Furnished
herewith


† Management
contract or compensatory plan or arrangement









14





SIGNATURES





Pursuant to the
requirements of Section 13 or 15(d) 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.








ADVANCED
ENVIRONMENTAL RECYCLING
TECHNOLOGIES, INC.By:
/s/ 
Timothy D.
MorrisonTimothy D.
Morrison,Chief Executive Officer and Chairman of the Board
(Principal Executive
Officer)





By:
/s/ 
J. R. Brian
HannaJ. R. Brian
Hanna,Chief Financial Officer
(Principal
Financial Officer and Principal Accounting
Officer)







Date:
April 21, 2017





Pursuant to the
requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates
indicated.







Signature

Title

Date/s/ TIMOTHY D. MORRISON

Chief Executive Officer and
Chairman of the Board
April 21, 2017Timothy D. Morrison*

President and Director

April 21, 2017Randall D. Gottlieb*

Secretary and Director

April 21, 2017Bobby J. Sheth*

Director

April 21, 2017Michael R. Phillips*

Director

April 21, 2017Todd J. Ofenloch*

Director

April 21, 2017Vernon J. Richardson





*By:
/s/ TIMOTHY D.
MORRISON


Timothy
D. Morrison


Attorney-in-Fact
pursuant to Power of Attorney included in the Original
Filing





15