Overview
Espey Mfg. & Electronics Corp. ("Espey") is a power electronics design and
original equipment manufacturing (OEM) company with a long history of developing
and delivering highly reliable products for use in military and severe
environment applications. Design, manufacturing, and testing is performed in our
150,000+ square foot facility located at 233 Ballston Ave, Saratoga Springs, New
York. Espey is classified as a "smaller reporting company" for purposes of the
reporting requirements under the Securities Exchange Act of 1934, as amended.
Espey's common stock is publicly-traded on the NYSE American under the symbol
"ESP."
Espey began operations after incorporation in New York in 1928. We strive to
remain competitive as a leader in high power energy conversion and transformer
solutions through the design and manufacture of new and improved products by
using advanced and "cutting edge" electronics technologies.
Espey is ISO 9001:2015 and AS9100:2016 certified. Our primary products are power
supplies, power converters, filters, power transformers, magnetic components,
power distribution equipment, UPS systems, antennas and high power radar
systems. The applications of these products include AC and DC locomotives,
shipboard power, shipboard radar, airborne power, ground-based radar, and ground
mobile power.
Espey services include design and development to specification, build to print,
design services, design studies, environmental testing services, metal
fabrication, painting services, and development of automatic testing equipment.
Espey is vertically integrated, meaning that the Company produces individual
components (including inductors), populates printed circuit boards, fabricates
metalwork, paints, wires, qualifies, and fully tests items, mechanically,
electrically and environmentally, in house. Portions of the manufacturing and
testing process are subcontracted to vendors from time to time.
The Company markets its products primarily through its own direct sales
organization and through outside sales representatives. Business is solicited
from large industrial manufacturers and defense companies, the government of the
United States, foreign governments and major foreign electronic equipment
companies. Espey is also on the eligible list of contractors with the United
States Department of Defense. We pursue opportunities for prime contracts
directly with the Department of Defense and are generally automatically
solicited by Department of Defense procurement agencies for their needs falling
within the major classes of products produced by the Company. Espey contracts
with the Federal Government under cage code 20950 as Espey Mfg. & Electronics
Corp.
There is competition in all classes of products manufactured by the Company,
ranging from divisions of the largest electronic companies, to many small
companies. The Company's sales do not represent a significant share of the
industry's market for any class of its products. The principal methods of
competition for electronic products of both a military and industrial nature
include, among other factors, price, product performance, the experience of the
particular company and history of its dealings in such products.
Our business is not seasonal. However, the concentration of our business in the
rail industry, and in equipment for military applications and industrial
applications, and our customer concentrations expose us to on-going associated
risks. These risks include, without limitation, fluctuating requirements for
power supplies in the rail industry, dependence on appropriations from the
United States Government and the governments of foreign nations, program
allocations, the potential of governmental termination of orders for
convenience, and the general strength of the industry sectors in which our
customers transact business.
Future procurement needs supporting the military and the rail industry continue
to drive competition. Many of our competitors have invested, and they continue
to invest aggressively in upfront product design costs and accept lower profit
margins as a strategic means of maintaining existing business and enhancing
market share. This continues to put pressure on the pricing of our current
products and has lowered our profit margins on some of our new business. In
order to compete effectively for new business, in some cases we have invested in
upfront design costs, thereby reducing initial profitability as a means of
procuring new long-term programs. As part of our strategy, we adjust our pricing
in order to achieve a balance which enables us both to retain repeat programs
while being more competitive in bidding on new programs.
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We continue to place an emphasis on securing "build to print" opportunities,
which will allow production work to go directly to the manufacturing floor,
limiting the impact on our engineering staff. This allows us to keep our
manufacturing team busy while the products are being developed in-house to
production.
The total backlog at March 31, 2022 was approximately $76.2 million, which
included $47.5 million from four significant customers, compared to
approximately $67.3 million at March 31, 2021, which included $43.6 million from
five significant customers. The Company's total backlog represents the estimated
remaining sales value of work to be performed under firm contracts. The funded
portion of this backlog at March 31, 2022 is approximately $75.8 million. This
includes items that have been authorized and appropriated by Congress and/or
funded by the customer. The unfunded backlog at March 31, 2022 is approximately
$0.4 million and represents two firm multi-year orders from a single customer
for which funding has not yet been appropriated by Congress or funded by our
customer. While there is no guarantee that future budgets and appropriations
will provide funding for individual programs, management has included in
unfunded backlog only those programs that it believes are likely to receive
funding based on discussions with customers and program status. The unfunded
backlog at March 31, 2021 was approximately $2.1 million, comprised of the same
multi-year orders from a single customer. Contracts are subject to modification,
change or cancellation, and the Company accounts for these changes as they are
probable and estimable. The Company evaluates the impact of any scope
modifications and will adjust reserves as information is known and estimable.
Successful conversion of engineering program backlog into sales is largely
dependent on the execution and completion of our engineering design efforts. It
is not uncommon to experience technical or scheduling delays which arise from
time to time as a result of, among other reasons, design complexity, the
availability of personnel with the requisite expertise, and the requirements to
obtain customer approval at various milestones. Cost overruns which may arise
from technical and schedule delays could negatively impact the timing of the
conversion of backlog into sales, or the profitability of such sales. We
continue to experience technical and schedule delays with our major development
programs. To date, we have been able to resolve various technical and scheduling
delays and continue to work with our customers on newly arising delays.
Engineering programs in both the funded and unfunded portions of the current
backlog aggregate $7.2 million.
The growth and continuing demand in the power electronics industry across
multiple manufacturing sectors has created volatility and unpredictability in
the availability of certain electronic components and, in some cases, continues
to create industry shortages. These shortages have and will likely continue to
impact our ability to support our customer's schedule demands, as lead times for
these components have, in some instances, increased from readily available to
waiting times of nearly a year or more. In addition, we continue to incur delays
in material deliveries from some company suppliers due to the COVID-19 pandemic.
Effects from global events and the resulting supply chain disruptions continue
to place pressure on the cost of raw materials, freight, utility, labor and
other production and administrative costs. These inflationary cost challenges
are expected to continue to have a negative impact on operating income in the
near term. Volatile raw material indexes and shortages have led to wide-spread
vendor price increases. In turn, pricing extended to our customers, through
product quotations, has increased, and in some instances significantly,
reflective of this unstable inflationary market. In addition, as we navigate
through these challenges, we have reduced the time in which certain product
quotations remain valid and have also extended lead times, in many instances. As
for our executed fixed-priced contracts, we will either singularly or combined
be 1) required to absorb the increased costs 2) continue to mitigate costs down
through the identification of additional supply chain buying strategies or 3)
seek price remediation assistance from our customers. We continue to work with
our customers to mitigate any adverse impact upon our ability to service their
requirements.
Management continues to closely monitor the impact of evolving workforce labor
constraints, primarily from the effects from the pandemic, on our planned
delivery schedules. Although declining, we continue to experience periodic
disruptions from workforce absences due to COVID-19 illnesses and direct contact
exposures, resulting in self-isolating protocols to be followed to ensure the
safety of company personnel. Disruptions from workforce turnover resulting from
a competitive employee market still occurs, however at a decreased rate, having
stabilized in the last three months. Several key positions still remain open.
Combined, with supply chain constraints, these ongoing labor disruptions may
delay shipments and result in recognizing lower operating income.
Management expects revenues in fiscal year 2022 to be higher than revenues
during fiscal year 2021 and expects to generate net income per share as compared
to the net loss per share realized during fiscal year 2021. These expectations
are driven by orders already in our sales backlog. Creating consistency in our
quarter to quarter financial performance will remain a challenge as we move
forward navigating this difficult environment of inflation and part shortages.
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The Company currently expects new orders in fiscal 2022 to approximate the $38.5
million in new orders received in fiscal year 2021. As market factors including
competition and product costs impact gross profit margins, management will
continue to evaluate our sales strategy, employment levels, and facility costs.
New orders received in the first nine months of fiscal year 2022 were $34.1
million as compared to $30.8 million new orders received in the first nine
months of fiscal 2021. It is presently anticipated that a minimum of $10 million
of orders comprising the March 31, 2022 backlog will be filled during the fiscal
year ending June 30, 2022 subject, however, to the impact of the factors
identified above. The minimum of $10 million does not include any shipments,
which may be made against orders subsequently received during the fiscal year
ending June 30, 2022.
In addition to the backlog, the Company currently has outstanding opportunities
representing approximately $62 million in the aggregate as of May 11, 2022 for
both repeat and new programs. The outstanding quotations encompass various new
and previously manufactured power supplies, transformers, and subassemblies.
However, there can be no assurance that the Company will acquire any of the
anticipated orders described above, many of which are subject to allocations of
the United States defense spending and factors affecting the defense industry.
A significant portion of the Company's business is the production of military
and industrial electronic equipment for use by the U.S. and foreign governments
and certain industrial customers. Net sales to four significant customers
represented approximately 61% of the Company's total sales for the three-month
period ended March 31, 2022. Net sales to five significant customers represented
66% of the Company's total sales for the three-month period ended March 31,
2021. Net sales to four significant customer represented approximately 55% of
the Company's total sales for the nine-month period ended March 31, 2022. Net
sales to four significant customers represented 57% of the Company's total sales
for the nine-month period ended March 31, 2021. A loss of one of these customers
or programs related to these customers, or customer requested deferrals of
product delivery could significantly impact the Company.
Historically, a small number of customers have accounted for a large percentage
of the Company's total sales in any given fiscal year. Management continues to
pursue opportunities with current and new customers with an overall objective of
lowering the concentration of sales, mitigating excessive reliance upon a single
major product of a particular program and minimizing the impact of the loss of a
single significant customer. Given the nature of our business, we believe our
existing sales order backlog is fairly diversified in terms of customers and the
category of products on order.
Critical Accounting Policies and Estimates
Management believes our most critical accounting policies include revenue
recognition and cost estimation on our contracts.
Revenue
The majority of our net sales is generated from contracts with industrial
manufacturers and defense companies, the Department of Defense, other agencies
of the government of the United States and foreign governments for the design,
development and/or manufacture of products. We provide our products and design
and development services under fixed-price contracts. Under fixed-price
contracts we agree to perform the specified work for a pre-determined price. To
the extent our actual costs vary from the estimates upon which the price was
negotiated, we will generate more or less profit or could incur a loss.
We account for a contract after it has been approved by all parties to the
arrangement, the rights of the parties are identified, payment terms are
identified, the contract has commercial substance, and collectability of
consideration is probable. We assess each contract at its inception to determine
whether it should be combined with other contracts. When making this
determination, we consider factors such as whether two or more contracts were
negotiated and executed at or near the same time, or were negotiated with an
overall profit objective.
We evaluate the products or services promised in each contract at inception to
determine whether the contract should be accounted for as having one or more
performance obligations. Significant judgment is required in determining
performance obligations. We determine the transaction price for each contract
based on the consideration we expect to receive for the products or services
being provided under the contract. The transaction price for each performance
obligation is based on the estimated standalone selling price of the product or
service underlying each performance obligation. Transaction prices on our
contracts subject to the Federal Acquisition Regulations (FAR) are typically
based on estimated costs plus a reasonable profit margin.
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We recognize revenue using the output method based on the appraisal of results
achieved and milestones reached or units delivered based on contractual shipment
terms, typically shipping point.
Inventory
Raw materials are valued at the lower of cost (average cost) or net realizable
value. Balances for slow-moving and obsolete inventory are reviewed on a regular
basis by analyzing estimated demand, inventory on hand, sales levels, market
conditions, and other information and reduce inventory balances based on this
analysis.
Inventoried work relating to contracts in process and work in process is valued
at actual production cost, including factory overhead incurred to date. Contract
costs include material, subcontract costs, labor, and an allocation of overhead
costs. Work in process represents spare units and parts and other inventory
items acquired or produced to service units previously sold or to meet
anticipated future orders. Provision for losses on contracts is made when the
existence of such losses becomes probable and estimable. The provision for
losses on contracts is included in other accrued expenses on the Company's
balance sheet. The costs attributed to units delivered under contracts are
based on the estimated average cost of all units expected to be produced.
Certain contracts are expected to extend beyond twelve months.
The estimation of total cost at completion of a contract is subject to numerous
variables involving contract costs and estimates as to the length of time to
complete the contract. Given the significance of the estimation processes and
judgments described above, it is possible that materially different amounts of
expected sales and contract costs could be recorded if different assumptions
were used, based on changes in circumstances, in the estimation process. When a
change in expected sales value or estimated cost is determined, the change is
reflected in current period earnings.
Contract Liabilities
Contract liabilities include advance payments and billings in excess of revenue
recognized.
Results of Operations
Net sales increased for the three months ended March 31, 2022 to $8,620,049 as
compared to $4,205,068 for the same period in 2021. Net sales for the nine
months ended March 31, 2022 increased to $23,623,531 as compared to $18,432,648
for the same period in 2021. For the three months ended March 31, 2022, sales
increased primarily from an increase in power supply and magnetic shipments. For
the nine months ended March 31, 2022, the increase in sales is primarily due to
an increase in magnetic, power supply, and build to print sales. In general,
sales fluctuations within product categories will occur during a comparable
fiscal period as the direct result of product mix, influenced by the duration of
specific programs and the contractual terms of firm orders placed for product
and services under those programs including contract value, scope of work and
duration. Deliverables within firm contracts are often subject to delivery
schedules which also contributes to sales fluctuations between comparable
periods. Internal and external constraints, at times, impact our ability to
ship.
The impact of ongoing global events, most notably the COVID-19 pandemic,
continues to drive instability in our supply chain. Unplanned employee absences
due to sickness and self-isolating protocols continues, but have been
significantly less compared to a year ago. Disruptions from workforce turnover
resulting from a competitive employee market continues, but have begun to
subside in the last three months. However, combined, these ongoing factors
continue to constrain our ability to ship product to our customers.
Specific to the current three and nine month periods discussed above, the sales
fluctuations when compared to the same periods last year were primarily the
direct result of an unplanned facility closure which occurred in March 2021 due
to a significant workforce COVID-19 exposure. The closure lasted approximately
10 days with the facility re-opening at less than full capacity. In addition,
the increase in sales in the current fiscal year was influenced by product mix,
contractual due dates, and our ability to deliver on certain past due customer
orders which had been delayed due to extended raw material lead times. Finally,
sales were favorably impacted by the completion of certain engineering
milestones.
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In addition, our operations continue to be adversely impeded by (i) engineering
design changes required to meet customer requirements, (ii) certain supplier
product non-conformances, (iii) delays in obtaining timely resolutions on issues
encompassing build to print customer-owned drawings, and (iv) an increase in
lead times for many parts, including certain electronic components due to
industry shortages and volatility within the power electronics industry.
Engineering, program management, and supply chain personnel are working closely
with our customers and suppliers to execute on our past due deliveries and we do
not expect this situation to affect future business opportunities.
Gross profit (loss) for the three months ended March 31, 2022 and 2021 was
$1,734,880 and $(187,154), respectively. Gross profit (loss) as a percentage of
sales was approximately 20.1% and (4.5)%, for the same periods, respectively.
For the nine months ended March 31, 2022 and 2021, gross profits were $4,294,795
and $1,653,681, respectively. Gross profit as a percentage of sales was 18.2%
and 9.0%, for the same periods, respectively. The primary factors in determining
the change in gross profit and net income are overall sales levels and product
mix. The gross profits on mature products and build to print contracts are
typically higher as compared to products which are still in the engineering
development stage or in early stages of production. In the case of the latter,
the Company can incur what it refers to as "loss contracts," primarily on
engineering design contracts in which the Company invests with the objective of
developing future product sales. In any given accounting period the mix of
product shipments between higher margin programs and less mature programs, and
expenditures associated with loss contracts, has a significant impact on gross
profit and net income.
Many factors added to an increase in gross profit in the three months ended
March 31, 2022 as compared to the same period in 2021. Comparatively, there were
several events which occurred in the comparable period last year contributing to
the recognized gross loss, which did not have a negative impact on gross profit
in the current fiscal quarter. First, lower sales resulting from the unplanned
facility shutdown due to the COVID-19 pandemic, had a significant impact on
gross profit recognized during the three months ended March 31, 2021. Second,
also attributable to the pandemic, the Company wrote down the remaining value of
inventory pertaining to a certain design and production contract serving the
airline industry which was cancelled by the customer during the second quarter
of the prior fiscal year, and with respect to which the Company was unsuccessful
in being awarded restitution. Finally, the Company had recognized increased
costs on two specific engineering design and production contracts, which
negatively impacted gross profit last year, while accounting for higher sales
and contributing to gross profit in the current quarter due to lower than
expected labor costs on certain milestones and production costs required for
those contracts. Specific to the current fiscal quarter, the Company recognized
higher gross profit related to higher sales on mature power supply and from
build to print shipments when compared to the same period last year. These
improvements to gross profit were offset, in part, by an unforeseen significant
increase in material costs on a large production contract, a direct result of
inflationary and volatile pricing for certain raw materials and components. The
Company is reviewing opportunities with the customer concerning potential
equitable adjustments to this long-term fixed price contract supporting the US
military.
The improvement in gross profit in the nine months ended March 31, 2022 as
compared to the same period in 2021 resulted from an increase in power supply,
magnetic and build to print shipments and product mix comprising those
shipments. In addition, similar to the three month results discussed above,
gross profit for the nine month period improved when compared to the prior year
as specific items which negatively impacted prior year results did not have a
negative impact on gross profit recognized in the current year. Reductions to
gross profit in the prior year included lower sales as the result of an
unplanned facility shutdown in the third quarter of last year, and the costs
incurred for an inventory write-down for a design and production contract
serving the airline industry, which was cancelled by the customer during the
second quarter of the prior fiscal year. Two specific engineering design and
production contracts, which due to increased costs had a negative impact on
gross profit last year, had higher sales in the current fiscal year and
contributed to gross profit. In addition, the Company recognized higher gross
profit on increased sales on mature power supply programs and from build to
print shipments when compared to the same period last year. These improvements
to gross profit were offset, in part, by increased costs incurred on a power
supply engineering design and production contract when compared to the prior
year. Finally, gross profit was reduced by a large increase in unforeseen
material cost escalations on a large production contract during the current
quarter of fiscal 2022, a direct result of the inflationary and volatile pricing
for certain raw materials and components.
Selling, general and administrative expenses were $933,725 for the three months
ended March 31, 2022, a decrease of $56,586, compared to the three months ended
March 31, 2021. Selling, general and administrative expenses were $3,114,715 for
the nine months ended March 31, 2022, an increase of $264,300 compared to the
nine months ended March 31, 2021. The decrease for the three months ended March
31, 2022 as compared to the same period in 2021 relates primarily to the
decrease in employee compensation costs due to a reduction in headcount and
position vacancies, a decrease in cost associated with scheduled allocated
shares from the leveraged ESOP and the decrease in board of director's fees due
to a reduction of two non-employee directors. These decreases were offset, in
part, by an increase in costs incurred to recruit and fill company-wide position
vacancies, travel, conferences and training, utility expenses and freight costs.
The increase for the nine months ended March 31, 2022 as compared to the same
period in 2021 resulted primarily from the costs recorded in the second quarter
of the current fiscal year as the result of a change in senior management, an
increase in costs incurred to recruit and fill company-wide position vacancies,
an increase in professional services due to timing of progress billings, and
increase in conferences and training, travel costs, and an increase in utility
expenses. These increases were offset, in part, by a decrease in employee
compensation costs due to a reduction in headcount and position vacancies and a
decrease in board of director's fees due to a reduction of two non-employee
directors.
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Other income for the three months ended March 31, 2022 and 2021 was $5,661 and
$7,075, respectively. Other income for the nine months ended March 31, 2022 and
2021 was $37,049 and $40,906, respectively. The decrease for the three months
ended March 31, 2022 as compared to the same period in 2021 is primarily due to
the decrease in other income primarily comprised of income from scrap sales,
offset, in part, by an increase in income on the sale of a fixed asset. The
decrease for the nine months ended March 31, 2022 as compared to the same period
in 2021 is primarily due to a decrease in interest income, resulting from
updated investment strategies which yield lower interest while maintaining
higher liquidity, offset, in part, by an increase in other income primarily
comprised of income from scrap sales. Interest income is a function of the level
of investments and investment strategies that generally tend to be conservative.
The Company's effective tax rate for the three and nine months ended March 31,
2022 was approximately 18.0% and 18.8%, respectively, compared to 8.6% and 8.2%
for the three and nine months ended March 31, 2021. The effective tax rate in
fiscal 2022 and 2021 is less than the statutory tax rate mainly due to the
benefit derived from the ESOP dividends paid on allocated shares. The effective
tax rate in the three and nine month periods ended March 31, 2022 was higher
than the prior year as the direct result of a higher income before taxes in the
current fiscal year offset, in part, by a decreased benefit derived from ESOP
dividends paid on allocated shares.
Net income for the three months ended March 31, 2022, was $661,359 or $0.27 per
share, basic and diluted, compared to net loss of $(1,070,114) or $(0.44) per
share, basic and diluted, for the three months ended March 31, 2021. Net income
for the nine months ended March 31, 2022 was $988,621 or $0.41 per share, basic
and diluted, compared to net loss of $(1,061,297) or $(0.44) per share, basic
and diluted, for the nine months ended March 31, 2021. The increase in net
income in the three months ended resulted from the increase in gross profit and
the decrease in selling, general and administrative expenses offset, in part, by
an increase in the provision for income taxes, all discussed above. The increase
in net income in the nine months ended resulted from the increase in gross
profit offset, in part, by an increase in selling, general and administrative
expenses and an increase in the provision for income taxes, all discussed above.
Liquidity and Capital Resources
The Company's working capital is an appropriate indicator of the liquidity of
its business, and during the past two fiscal years, the Company, when possible,
has funded all of its operations with cash flows resulting from operating
activities and when necessary from its existing cash and investments. The
Company did not borrow any funds during the last two fiscal years. Management
has available a $3,000,000 line of credit to help fund further growth or working
capital needs, if necessary, but does not anticipate the need for any borrowed
funds in the foreseeable future. Contingent liabilities on outstanding standby
letters of credit agreements aggregated to zero at March 31, 2022 and 2021. The
existing line of credit was extended and expires February 28, 2023.
The Company's working capital as of March 31, 2022 and 2021 was approximately
$28.7 million and $26.1 million, respectively. The Company may at times be
required to repurchase shares at the ESOP participants' request at the fair
market value. During the three and nine months ended March 31, 2022 and 2021,
the Company did not repurchase any shares held by the ESOP. Under existing
authorizations from the Company's Board of Directors, as of March 31, 2022,
management is authorized to purchase an additional $783,460 of Company stock.
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Index
The table below presents the summary of cash flow information for the fiscal
years indicated:
Nine Months Ended March 31,
2022 2021
Net cash provided by operating activities $ 811,078 $ 2,188,300
Net cash (used in) provided by investing activities (330,958 ) 2,099,830
Net cash used in financing activities - (1,201,316 )
Net cash provided by operating activities fluctuates between periods primarily
as a result of differences in sales and net income, provision for income taxes,
the timing of the collection of accounts receivable, purchase of inventory, and
payment of accounts payable. The decrease in cash provided by operating
activities compared to the prior year primarily relates to the decrease in cash
collected from trade receivables offset, in part, by an increase in net income
and the decrease in inventory purchases. Net cash used in investing activities
increased in the nine months ended March 31, 2022 as compared to the same period
in 2021 primarily due to the reinvestment of matured securities when compared to
the same period last year. During the nine months ended March 31, 2022, there
was no cash used for financing activities primarily resulting from the
suspension of the regular dividend. In the prior year, cash used in financing
activities resulted from the payment of regular dividends.
The Company currently believes that the cash flow generated from operations and
when necessary, from cash and cash equivalents will be sufficient to meet its
long-term funding requirements for the foreseeable future.
During the nine months ended March 31, 2022 and 2021, the Company expended
$216,500 and $34,337, respectively, for plant improvements and new equipment.
The Company originally budgeted approximately $200,000 for new equipment and
plant improvements in fiscal year 2022. Expenditures for new equipment and plant
improvements are now expected to approximate $400,000 for the current fiscal
year, attributable to the need to accelerate a building roof restoration
project, originally expected to occur in a future fiscal year. Management
anticipates that the funds required will be available from current operations.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This report contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. The terms "believe,"
"anticipate," "intend," "goal," "expect," and similar expressions may identify
forward-looking statements. These forward-looking statements represent the
Company's current expectations or beliefs concerning future events. The matters
covered by these statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those set forth in the
forward-looking statements, including the Company's dependence on timely
development, introduction and customer acceptance of new products, the impact of
competition and price erosion, supply and manufacturing constraints, potential
new orders from customers, the impact of cyber or other security threats or
other disruptions to our business, the impact of the COVID-19 pandemic on the
United States economy and our operations and other risks and uncertainties. The
foregoing list should not be construed as exhaustive, and the Company disclaims
any obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events. The Company wishes to caution
readers not to place undue reliance on any such forward-looking statements,
which speak only as of the date made.
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