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OFFON

EVERSPIN TECHNOLOGIES, INC.

(MRAM)
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EVERSPIN TECHNOLOGIES : Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

05/07/2021 | 03:44pm EDT
You should read the following discussion and analysis of our financial condition
and results of operations together with our condensed financial statements and
related notes included in Part I, Item 1 of this report and with our audited
financial statements and related notes thereto included as part of our Annual
Report on Form 10-K for the year ended December 31, 2020.



Forward-Looking Statements



This discussion contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (Securities Act), and
Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act).
Forward-looking statements are identified by words such as "believe," "will,"
"may," "estimate," "continue," "anticipate," "intend," "should," "plan,"
"expect," "predict," "could," "potentially" or the negative of these terms or
similar expressions. You should read these statements carefully because they
discuss future expectations, contain projections of future results of operations
or financial condition, or state other "forward-looking" information. These
statements relate to our future plans, strategies, objectives, expectations,
intentions and financial performance and the assumptions that underlie these
statements. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
anticipated in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed in this report in
Part II, Item 1A - "Risk Factors," and elsewhere in this report, as well as in
our other filings with the Securities and Exchange Commission (SEC).
Forward-looking statements are based on our management's beliefs and assumptions
and on information currently available to our management. These statements, like
all statements in this report, speak only as of their date, and we undertake no
obligation to update or revise these statements in light of future developments.
We caution investors that our business and financial performance are subject to
substantial risks and uncertainties.



Overview



Everspin is a pioneer in the successful commercialization of Magnetoresistive
Random Access Memory (MRAM) technology. Our portfolio of MRAM technologies,
including Toggle MRAM and Spin-transfer Torque MRAM (STT-MRAM), is delivering
superior performance, persistence and reliability in non-volatile memories that
transform how mission-critical data is protected against power loss. With over
10 years of MRAM technology and manufacturing leadership, our memory solutions
deliver significant value to our customers in key markets such as industrial,
medical, automotive/transportation, aerospace and data center. We are the
leading supplier of discrete MRAM components and a successful licensor of our
broad portfolio of related technology intellectual property.



We sell our products directly and through our established distribution channels
to industry-leading original equipment manufacturers (OEMs) and original design
manufacturers (ODMs).

We manufacture our MRAM products using both captive and third-party
manufacturing capabilities. We purchase industry-standard complementary
metal-oxide semiconductor (CMOS) wafers from semiconductor foundries and perform
back end of line (BEOL) processing that includes our magnetic-bit technology at
our 200mm fabrication facility in Chandler, Arizona. We also manufacture
full-flow 300mm CMOS wafers with our STT-MRAM magnetic-bit technology integrated
in BEOL as part of our strategic relationship with GLOBALFOUNDRIES.

Key Metrics




We monitor a variety of key financial metrics to help us evaluate trends,
establish budgets, measure the effectiveness of our business strategies and
assess operational efficiencies. These financial metrics include revenue, gross
margin, operating expenses and operating income determined in accordance with
GAAP. Additionally, we monitor and project cash flow to determine our sources
and uses for working capital to fund our operations. We also monitor Adjusted
EBITDA, a non-GAAP financial measure, and design wins. We define Adjusted EBITDA
as net income or loss adjusted for interest expense, taxes, depreciation and
amortization, stock-based compensation expense, and restructuring costs, if any.

Adjusted EBITDA. Our management and board of directors use Adjusted EBITDA to
understand and evaluate our operating performance and trends, to prepare and
approve our annual budget and to develop short-term and long-term operating and
financing plans. Accordingly, we believe that Adjusted EBITDA provides useful
information for investors

                                       16

  Table of Contents
in understanding and evaluating our operating results in the same manner as our
management and our board of directors. Adjusted EBITDA is a non-GAAP financial
measure and should be considered in addition to, not as superior to, or as a
substitute for, net income (loss) reported in accordance with GAAP. The
following table presents a reconciliation of net loss, the most directly
comparable GAAP measure, to Adjusted EBIDTA for the periods indicated:


                                       Three Months Ended March 31,
                                        2021                 2020
Adjusted EBITDA reconciliation:
Net loss                            $       (460)      $        (1,732)
Depreciation and amortization                 383                   409
Stock-based compensation expense              743                   805
Interest expense                              152                   172
Adjusted EBITDA                     $         818      $          (346)




Design wins. To continue to grow our revenue, we must continue to achieve design
wins for our MRAM products. We consider a design win to occur when an OEM or
contract manufacturer notifies us that it has qualified one of our products as a
component in a product or system for production. Because the life cycles for our
customers' products can last for many years, if these products have successful
commercial introductions, we expect to continue to generate revenues over an
extended period of time for each successful design win. New design wins in the
first quarter of 2021 and 2020 were 40 and 37, respectively.



Effect of the COVID-19 Pandemic on our Business




The novel coronavirus (COVID-19) outbreak has resulted in government authorities
around the world implementing numerous measures to try to reduce the spread of
COVID-19, such as travel bans and restrictions, quarantines, "shelter-in-place,"
"stay-at-home," total lock-down orders, business limitations or shutdowns and
similar orders. The COVID-19 pandemic has negatively impacted the global
economy, disrupted global supply chains and workforce participation, and
initially created significant volatility and disruption of financial markets.



Overall, our business remains operational in the midst of the pandemic. However,
as a result of the COVID-19 outbreak and the related responses from government
authorities, our business, results of operations and financial condition have
been, and continue to be, adversely impacted. For example, we have experienced
electronics supply chain and demand disruptions from extended factory shutdowns,
particularly in some Asian countries, which created unusual order patterns, and
subsequently slowed Toggle MRAM demand, particularly from our industrial
customers. We continue to see an impact as reflected in reduced demand from some
customers and distributors. While we are working closely with our manufacturing
partners and suppliers to support demand for our products, the full impact on
our demand from customers remains unknown. Management is thus planning for a
broad range of possible demand outcomes in an effort to ensure the success of
our business under a variety of end market conditions.



Further, in an effort to protect the health and safety of our employees, we
transitioned most of our office and support employees and contractors to working
from home; suspended all non-essential business travel; and implemented social
distancing guidelines for our employees and contractors who must work in our
manufacturing and laboratory locations. Consequently, the remote working
environment we have implemented for our employees has adversely impacted
manufacturing operations given delays in data gathering, analysis and
inefficiencies of teams solving technical problems via remote-only means, which
has impacted, and continues to impact, our cost of sales.



We will continue to monitor the situation and take additional actions as
warranted. These actions may include further altering our operations in order to
protect the best interests of our employees, customers and suppliers, and to
comply with government requirements, while also planning and executing our
business to best support our customers, suppliers, and partners.



                                       17

  Table of Contents
The ultimate extent of the impact of the COVID-19 pandemic on our business,
results of operations and financial condition will depend on future
developments, which are highly uncertain, continuously evolving and cannot be
predicted, including, but not limited to, the duration and spread of the
COVID-19 outbreak, its severity, the actions to contain the virus or treat its
impact, such as the efficacy of vaccines (particularly with respect to emerging
strains of the virus), and how quickly and to what extent normal economic and
operating conditions can resume. Accordingly, our current results and financial
condition discussed herein may not be indicative of future operating results and
trends. See "Risk Factors" in Part II, Item 1A of this report for additional
risks we face due to the COVID-19 pandemic.



Results of Operations



The following table sets forth our results of operations for the periods
indicated:




                                                         Three Months Ended March 31,
                                           2021         2020           2021                 2020
                                             (In thousands)           (As a percentage of revenue)
Product sales                            $   9,068    $   9,635              88 %                   95 %
Licensing, royalty, and other revenue        1,212          473            
 12                      5
Total revenue                               10,280       10,108             100                    100
Cost of sales                                4,295        4,757              42                     47
Gross profit                                 5,985        5,351              58                     53
Operating expenses:
Research and development                     2,439        3,030              24                     30
General and administrative                   2,843        2,800              28                     28
Sales and marketing                            987        1,103              10                     11
Total operating expenses                     6,269        6,933            
 62                     69
Loss from operations                         (284)      (1,582)             (4)                   (16)
Interest expense                             (152)        (172)             (1)                    (2)
Other (expense) income, net                   (15)           48               -                      -
Net loss before income taxes                 (451)      (1,706)            
(4)                   (17)
Income tax expense                             (9)         (26)               -                      -
Net loss                                 $   (460)    $ (1,732)             (5) %                 (18) %



Comparison of the three months ended March 31, 2021 and 2020



Revenue


We generated 77% and 69% of our revenue from products sold through distributors for the three months ended March 31, 2021 and 2020, respectively.


In addition to selling our products to our distributors, we maintain a direct
selling relationship, for strategic purposes, with several key customer
accounts. We have organized our sales team and representatives into three
primary regions: North America; Europe, Middle East and Africa (EMEA); and
Asia-Pacific (APAC). We recognize revenue by geography based on the region in
which our products are sold, and not to where the end products in which they are
assembled are shipped. Our revenue by region for the periods indicated was as
follows (in thousands):


                  Three Months Ended March 31,
                     2021                2020
APAC            $        7,158      $        6,896
North America            1,740               1,104
EMEA                     1,382               2,108
Total revenue   $       10,280      $       10,108




                                       18

  Table of Contents


                                           Three Months Ended
                                               March 31,                Change
                                            2021         2020      Amount       %

                                                   (Dollars in thousands)
Product sales                            $    9,068    $  9,635    $ (567)    (5.9) %
Licensing, royalty, and other revenue         1,212         473        739 
  156.2 %
Total revenue                            $   10,280    $ 10,108    $   172      1.7 %



Total revenue increased by $0.2 million, or 1.7%, from $10.1 million during
the three months ended March 31, 2020, to $10.3 million during the three months
ended March 31, 2021. Product sales decreased by $0.6 million, or 5.9%, from
$9.6 million to $9.0 million due to a lower volume of units produced and sold.



Licensing, royalty, and other revenue is a highly variable revenue item
characterized by a small number of transactions annually with revenue based on
size and terms of each transaction. Our best estimate of royalty revenue earned
is made through the year, with an annual adjustment recognized for actual sales
in the first quarter of each fiscal year. Licensing, royalty and other revenue
increased by $0.7 million, from $0.5 million during the three months ended March
31, 2020 to $1.2 million during the three months ended March 31, 2021. The
increase was driven by the royalty catch-up.



Cost of Sales and Gross Margin




                   Three Months Ended
                       March 31,                Change
                    2021         2020      Amount       %

                           (Dollars in thousands)
Cost of sales    $    4,295     $ 4,757    $ (462)    (9.7) %
Gross margin           58.2 %      52.9 %



Cost of sales decreased by $0.5 million, or 9.7%, from $4.8 million during the
three months ended March 31, 2020 to $4.3 million during the three months ended
March 31, 2021. The decrease was due to a lower volume of units produced and
sold, as well as improved manufacturing yields.



Gross margin increased from 52.9% during the three months ended March 31, 2020
to 58.2% during the three months ended March 31, 2021. The increase in gross
margin was due primarily to higher licensing and royalty revenue, that had no
associated cost of sales and improved manufacturing yields.



Operating Expenses



Our operating expenses consist of research and development, general and
administrative and sales and marketing expenses. Personnel-related expenses,
including salaries, benefits, bonuses and stock-based compensation, are among
the most significant component of each of our operating expense categories.

Research and Development Expenses. Our research and development expenses consist
primarily of personnel-related expenses for the design and development of our
products and technologies, development wafers required to validate and
characterize our technology, and expenses associated with our joint development
activities. Research and development expenses also include consulting services,
circuit design costs, materials and laboratory supplies, fabrication and new
packaging technology, and an allocation of related facilities and equipment
costs. We recognize research and development expenses as they are incurred.



                                                Three Months Ended
                                                    March 31,                Change
                                                 2021         2020      Amount       %
                                                        (Dollars in thousands)
Research and development                      $    2,439     $ 3,030    $ (591)    (19.5) %
Research and development as a % of revenue            24 %        30 %




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  Table of Contents
Research and development expenses decreased by $0.6 million, or 19.5%, from $3.0
million during the three months ended March 31, 2020 to $2.4 million during the
three months ended March 31, 2021. The decrease was due to less spend on
supplies and software.




                                                  Three Months Ended
                                                      March 31,               Change
                                                   2021         2020      Amount      %
                                                         (Dollars in thousands)
General and administrative                      $    2,843     $ 2,800    $    43    1.5 %
General and administrative as a % of revenue            28 %        28 %




General and Administrative Expenses. General and administrative expenses
increased by $43,000, or 1.5%, from $2.8 million during the three months ended
March 31, 2020 to $2.8 million during the three months ended March 31, 2021.




                                            Three Months Ended
                                                March 31,                 Change
                                           2021          2020        Amount       %
                                                    (Dollars in thousands)
Sales and marketing                      $    987     $     1,103    $ (116)    (10.5) %
Sales and marketing as a % of revenue          10 %            11 %




Sales and Marketing Expenses. Sales and marketing expenses decreased by $0.1
million or 10.5%, from $1.1 million during the three months ended March 31, 2020
to $1.0 million during the three months ended March 31, 2021. The decrease was
primarily due to a decrease in employee and contract labor related costs due to
a decrease in headcount as a result of our corporate restructuring plan
completed in January 2020.



Interest Expense




                       Three Months Ended
                           March 31,                 Change
                      2021           2020       Amount       %

                               (Dollars in thousands)
Interest expense    $     152      $     172    $  (20)    (11.6) %




Interest expense remained relatively flat during the three months ended March
31, 2021, compared to the three months ended March 31, 2020. The slight decrease
was partially due to a decrease in outstanding principal on the Term Loan.


Other (Expense) Income, Net




                                 Three Months Ended
                                     March 31,                 Change
                                  2021          2020     Amount        %

                                           (Dollars in thousands)
Other (expense) income, net    $      (15)      $  48    $  (63)    (131.3) %




Other (expense) income, net was an expense of $15,000 during the three months
ended March 31, 2021 compared to income of $48,000 during the three months ended
March 31, 2020. The change was primarily due to a decrease in interest income
earned on our cash balances during the quarter from the lower interest rate
environment.



Liquidity and Capital Resources




We have generated significant losses since our inception and had an accumulated
deficit of $157.6 million as of March 31, 2021, compared to $157.2 million as of
December 31, 2020. We have historically financed our operations primarily
through the sale of our common stock in our initial public offering (IPO) and
follow-on public offering, sales of our common stock under our at-the-market
(ATM) program (which was terminated in November 2020), sales of our redeemable
convertible preferred stock, debt financing and the sale of our products. As of
March 31, 2021, we had $15.5 million of cash and cash equivalents, compared to
$14.6 million as of December 31, 2020.



                                       20

  Table of Contents

We believe that our existing cash and cash equivalents as of March 31, 2021,
coupled with the amount available under our credit facility and our anticipated
growth and sales levels, will be sufficient to meet our anticipated cash
requirements for at least the next twelve months. Our future capital
requirements will depend on many factors, including our growth rate, the timing
and extent of our spending to support research and development activities, the
timing and cost of establishing additional sales and marketing capabilities, and
the introduction of new products.



Credit Facilities



In May 2017, we executed a Loan and Security Agreement (2017 Credit Facility)
with Silicon Valley Bank (SVB) for a $12.0 million term loan, which we
subsequently amended in January 2019 and June 2019. In August 2019, we executed
an Amended and Restated Loan and Security Agreement (2019 Credit Facility),
which amended and restated the 2017 Credit Facility, providing for a formula
revolving line of credit (Line of Credit) and a term loan (2019 Term Loan) with
SVB to refinance in full the outstanding principal balance of $8.0 million
under
the 2017 Credit Facility.



In July 2020, we executed the first amendment to the 2019 Credit Facility with
SVB. The amendment, among other things, extended the initial 12-month
interest-only period for the term loan to a 16-month interest-only period and
lowered the floor interest rate. The floor interest rates for 2019 Term Loan and
the Line of Credit Facility were reduced from 4.75% and 6.75% to 3.75% and
4.75%, respectively.



The amended Line of Credit allows for a maximum draw of $5.0 million, subject to
a formula borrowing base, has a two-year term and bears interest at a floating
rate equal to the Wall Street Journal (WSJ) prime rate plus 1.5%, per annum,
subject to a floor of 4.75%. At execution, $2.0 million from the Line of Credit
was used to refinance a portion of the outstanding balance of the 2017 Credit
Facility, and $3.0 million remains available under the Line of Credit, subject
to borrowing base availability. As of March 31, 2021, the effective interest
rate under the Line of Credit was 10.18% and the outstanding balance was $2.0
million. The Line of Credit matures on August 5, 2021.



The amended 2019 Term Loan provides for a $6.0 million term loan, which was used
to refinance the remaining balance of the 2017 Credit Facility. The amended 2019
Term Loan has a term of 46 months, and a 16-month interest only period followed
by 30 months of equal principal payments, plus accrued interest. The 2019 Term
Loan bears interest at a floating rate equal to the WSJ prime rate minus 0.75%,
subject to a floor of 3.75%. As of March 31, 2021, the effective interest rate
under the 2019 Term Loan was 7.85% and the outstanding balance was $5.4 million.
The 2019 Term Loan matures on June 1, 2023.



Collateral for the 2019 Credit Facility includes all of our assets except for
intellectual property. We are required to comply with certain covenants under
the 2019 Credit Facility, including requirements to maintain a minimum cash
balance and availability under the Line of Credit, and restrictions on certain
actions without the consent of the lender, such as limitations on our ability to
engage in mergers or acquisitions, sell assets, incur indebtedness or grant
liens or negative pledges on our assets, make loans or make other investments.
Under these covenants, we are prohibited from paying cash dividends with respect
to our capital stock. We were in compliance with all covenants at March 31,
2021. The 2019 Credit Facility contains a material adverse effect clause which
provides that an event of default will occur if, among other triggers, an event
occurs that could reasonably be expected to result in a material adverse effect
on our business, operations or condition, or on our ability to perform our
obligations under the 2019 Term Loan. As of March 31, 2021, we do not believe
that it is probable that the clause will be triggered within the next 12 months.



In conjunction with entering into the 2019 Credit Facility, on August 5, 2019,
we and SVB amended and restated the warrant issued to SVB in connection with the
first amendment to the 2017 Credit Facility, which was a warrant to purchase
9,375 shares of our common stock at an exercise price of $8.91 per share, to add
an option by SVB to put the warrant back to us for $50,000 upon expiration or a
liquidity event, to be prorated if SVB exercises a portion of the warrant. The
warrant expires on July 6, 2023. Additionally, in conjunction with entering into
the first amendment to the 2019 Credit Facility, on July 15, 2020, we issued an
additional warrant to SVB to purchase 21,500 shares of our common stock at an
exercise price of $0.01 per share which expires on July 15, 2025.



For additional information about the 2019 Credit Facility, see Note 6 to our condensed financial statements in Part I, Item 1 of this report.



                                       21

  Table of Contents

At-the-Market Sales Agreement






In August 2019, the Company entered into an Open Market Sale Agreement (2019
Sales Agreement) with Jefferies, LLC (Jefferies) for the offer and sale of
shares of its common stock having an aggregate offering of up to $25.0 million
from time to time through Jefferies, acting as the Company's sales agent. The
issuance and sale of these shares by the Company pursuant to the 2019 Sales
Agreement are deemed an ATM offering under the Securities Act of 1933, as
amended. Under the 2019 Sales Agreement, the Company agreed to pay Jefferies a
commission of up to 3% of the gross proceeds of any sales made pursuant to the
2019 Sales Agreement. During the three months ended March 31, 2020, the Company
received net proceeds of $2.1 million after deducting commissions and expenses
payable by the Company, from the sale of 468,427 shares of common stock pursuant
to the 2019 Sales Agreement. The Company suspended sales under the 2019 Sales
Agreement in March 2020 and terminated the ATM program in November 2020.



Cash Flows



The following table summarizes our cash flows for the periods indicated (in
thousands):




                                                     Three Months Ended
                                                         March 31,
                                                     2021         2020

                                                       (In thousands)

Cash provided by (used in) operating activities $ 1,651 $ (2,555) Cash used in investing activities

                      (309)         (64)

Cash (used in) provided by financing activities (456) 2,082

Cash Flows From Operating Activities




During the three months ended March 31, 2021, cash provided by operating
activities was $1.7 million, which consisted of a net loss of $0.5 million,
adjusted by non-cash charges of $1.2 million and a change of $0.9 million in our
net operating assets and liabilities. The non-cash charges primarily consisted
of stock-based compensation of $0.7 million, depreciation and amortization of
$0.4 million, and interest expense related to the amortization of debt issuance
costs of $0.1 million. The inflow of cash due to the change in our net operating
assets and liabilities was primarily due to an increase of $3.0 million in
deferred revenue, a decrease in inventory of $0.4 million, an increase in
accrued liabilities of $0.3 million, an increase of $2.7 million in accounts
receivable due to timing of cash receipts for outstanding balances, and a
decrease of $0.1 million in accounts payable.



During the three months ended March 31, 2020, cash used in operating activities
was $2.6 million, which consisted of a net loss of $1.7  million, adjusted by
non-cash charges of $1.3 million and a change of $2.1  million in our net
operating assets and liabilities. The non-cash charges primarily consisted of
stock-based compensation of $0.8 million, depreciation and amortization of $0.4
million, and interest expense related to the amortization of debt issuance costs
of $0.1 million. The change in our net operating assets and liabilities was
primarily due to a decrease of $1.5 million in accounts payable and accrued
liabilities due to the timing of payments, an increase in accounts receivable of
$0.5 million due to timing of cash receipts for outstanding balances, and an
increase of $0.1 million in inventory due to adjusting purchasing practices
to
meet expected sales volumes.


Cash Flows From Investing Activities




Cash used in investing activities during the three months ended March 31, 2021
and 2020, was $0.3 million and $0.1 million, respectively, for the purchase of
manufacturing and computer equipment.



Cash Flows From Financing Activities

Cash used in financing activities during the three months ended March 31, 2021 was $0.5 million, consisting of $0.1 million in proceeds from stock option exercises and $0.6 million in payments of term loan installments.



                                       22

  Table of Contents

Cash provided by financing activities during the three months ended March 31,
2020 was $2.1 million, consisting primarily of net proceeds from the sale of our
common stock through our previous ATM program, which was terminated in November
2020.


Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.

Critical Accounting Policies and Significant Judgements and Estimates




Our condensed financial statements have been prepared in accordance with
generally accepted accounting principles in the United States, or U.S. GAAP. The
preparation of these condensed financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements, as well as the reported revenue generated and
expenses incurred during the reporting periods. We base our estimates on our
historical experience and on various other factors that we believe are
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.



There have been no changes to our critical accounting policies and estimates
described in the Annual Report on Form 10-K for the year ended December 31,
2020, filed with the SEC on March 4, 2021, that have had a material impact on
our condensed financial statements and related notes.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2021 45,9 M - -
Net income 2021 -5,90 M - -
Net Debt 2021 - - -
P/E ratio 2021 -24,4x
Yield 2021 -
Capitalization 129 M 129 M -
Capi. / Sales 2021 2,80x
Capi. / Sales 2022 2,40x
Nbr of Employees 76
Free-Float 96,3%
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Number of Analysts 2
Last Close Price 6,35 $
Average target price 9,00 $
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Managers and Directors
NameTitle
Darin G. Billerbeck Executive Chairman, President & CEO
Anuj Aggarwal Chief Financial & Accounting Officer
Sanjeev Aggarwal CTO & VP-Technology Research & Development
Norman L. Armour Vice President-Operations
Larry G. Finch Independent Director
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