Amended Annual Report (10-k/a)
30 Marzo 2015 - 10:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2014
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For transition period _______to _______
Commission File Number 001-34023
U.S. GEOTHERMAL INC.
(Exact
name of Registrant as specified in its charter)
Delaware |
84-1472231 |
(State or Other Jurisdiction of |
(I.R.S. Employer |
Incorporation or Organization) |
Identification No.) |
390 Parkcenter Blvd, Suite 250 |
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Boise, Idaho |
83706 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrants Telephone Number, Including Area Code 208-424-1027
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Name of Each Exchange on Which Registered
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Common Stock, $0.001 par value |
NYSE MKT LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act
[ ]
Yes
[X] No
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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
[X] 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 at least the past 90 days.
[X]
Yes
[ ] No
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such
files).
[X]
Yes
[ ] No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
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.
Large accelerated filer [ ] |
Accelerated filer [ ] |
Non-accelerated filer [ ] |
Smaller reporting company [X] |
(Do not check if a smaller reporting company) |
|
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).
[ ]
Yes
[X] No
The aggregate market value of the voting and non-voting common
equity held by non-affiliates as of the end of the registrants most recent
second quarter (taking into account the change in fiscal year end), based upon
the closing sale price of the registrants common stock as reported by the NYSE
MKT LLC on June 30, 2014, was $60,979,679
The number of shares outstanding of the registrants common
stock as of March 6, 2015 was 107,063,029.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 to Form 10-K for
the fiscal year ended December 31, 2014 (Amendment No. 1) to correct an error
on the cover page of the original Form 10-K as filed with the Securities and
Exchange Commission on March 16, 2015 (the Original Form 10-K). The cover page
of the Original Form 10-K showed an incorrect aggregate market value of the
voting and non-voting common equity held by non-affiliates as of the
Registrants most recent second quarter, or June 30, 2014. The correct aggregate
market value of the voting and non-voting common equity held by non-affiliates
at June 30, 2014, was $60,979,679 as indicated on the cover page of this
Amendment No. 1 (rather than the $85,252,768 value at March 21, 2014 as originally shown).
No changes are hereby made to the Registrants financial
statements. Other than the change discussed above and the filing of the
currently dated Section 302 certifications, no changes have been made to the
Original Form 10-K or the exhibits filed therewith. As such, this Amendment No.
1 should be read in conjunction with the Original Form 10-K.
The information contained in this Amendment No. 1 does not
reflect events occurring subsequent to the filing of the Original Form 10-K.
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PART IV
Item 15. Exhibits and Financial Statement
Schedules
The following documents are filed as a part of this Amendment
No. 1:
2. Exhibits. See below.
EXHIBIT INDEX
-4-
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.
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U.S. Geothermal Inc. |
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(Registrant) |
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March 30, 2015 |
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By: |
/s/
Kerry D. Hawkley |
Date |
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Kerry D. Hawkley |
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Chief Financial Officer |
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Exhibit 31.1
CERTIFICATION
I, Dennis J. Gilles certify that:
1. |
I have reviewed this report on Form 10-K of U.S.
Geothermal, Inc.; |
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2. |
Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report; |
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3. |
Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report; |
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4. |
The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a- 15(f) and 15d-15(f)) for the registrant and have: |
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a. |
designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which
this report is being prepared; |
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b. |
designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles; |
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c. |
evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and |
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d. |
disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter (the registrants fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrants internal
control over financial reporting; and |
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5. |
The registrants other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrants auditors and
the audit committee of the registrants board of directors (or
persons performing the equivalent functions): |
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a. |
all significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrants ability to
record, process, summarize and report financial information; and |
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b. |
any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal control over financial
reporting. |
Date: March 30, 2015
/s/ Dennis J. Gilles________________________
Dennis
J. Gilles
Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, Kerry D. Hawkley certify that:
1. |
I have reviewed this report on Form 10-K of U.S.
Geothermal, Inc.; |
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2. |
Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report; |
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3. |
Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report; |
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4. |
The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a- 15(f) and 15d-15(f)) for the registrant and have: |
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a. |
designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which
this report is being prepared; |
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b. |
designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles; |
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c. |
evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and |
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d. |
disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter (the registrants fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrants internal
control over financial reporting; and |
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5. |
The registrants other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrants auditors and
the audit committee of the registrants board of directors (or
persons performing the equivalent functions): |
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a. |
all significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrants ability to
record, process, summarize and report financial information; and |
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b. |
any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal control over financial
reporting. |
Date: March 30, 2015
/s/ Kerry D. Hawkley________________________
Kerry
D. Hawkley
Chief Financial Officer
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