SCIENCE APPLICATIONS INTERNATIONAL CORPORATION The following discussion and analysis of our financial condition and results of operations and quantitative and qualitative disclosures about market risk should be read in conjunction with our unaudited condensed and consolidated financial statements and the related notes. It contains forward-looking statements (which may be identified by words such as those described in "Risk Factors-Forward-Looking Statement Risks" in Part I of the most recently filed Annual Report on Form 10-K), including statements regarding our intent, belief, or current expectations with respect to, among other things, trends affecting our financial condition or results of operations (including our financial targets discussed below under "Management of Operating Performance and Reporting" and "Liquidity and Capital Resources"); backlog; our industry; government budgets and spending; market opportunities; the impact of competition; and the impact of acquisitions. Such statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in the forward-looking statements as a result of various factors. Risks, uncertainties and assumptions that could cause or contribute to these differences include those discussed below, in "Risk Factors" in Part II of this report and in Part I of the most recently filed Annual Report on Form 10-K. Due to such risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to update these factors or to publicly announce the results of any changes to our forward-looking statements due to future results or developments. We use the terms "SAIC," the "Company," "we," "us" and "our" to refer toScience Applications International Corporation and its consolidated subsidiaries. The Company utilizes a 52/53 week fiscal year, ending on the Friday closest toJanuary 31 , with fiscal quarters typically consisting of 13 weeks. Fiscal 2021 began onFebruary 1, 2020 and ended onJanuary 29, 2021 , while fiscal 2022 began onJanuary 30, 2021 and ends onJanuary 28, 2022 . Business Overview We are a leading technology integrator providing full life cycle services and solutions in the technical, engineering and enterprise information technology (IT) markets. We developed our brand by addressing our customers' mission critical needs and solving their most complex problems for over 50 years. As one of the largest pure-play technical service providers to theU.S. government, we serve markets of significant scale and opportunity. Our primary customers are the departments and agencies of theU.S. government. We serve our customers through approximately 2,100 active contracts and task orders and employ approximately 26,000 individuals who are led by an experienced executive team of proven industry leaders. Our long history of serving theU.S. government has afforded us the ability to develop strong and longstanding relationships with some of the largest customers in the markets we serve. Substantially all of our revenues and tangible long-lived assets are generated by or owned by entities located inthe United States . Economic Opportunities, Challenges, and Risks During the three and nine months endedOctober 29, 2021 , we generated approximately 98% of our revenues from contracts with theU.S. government, including subcontracts on which we perform. Our business performance is affected by the overall level ofU.S. government spending and the alignment of our offerings and capabilities with the budget priorities of theU.S. government. Appropriations measures passed inDecember 2020 provided full funding for the federal government through the end of government fiscal year (GFY) 2021. These bills are funded at levels for defense and non-defense spending based on theAugust 2019 Bipartisan Budget Act agreement that raised the Budget Control Act spending caps enacted inAugust 2011 and suspended the Federal debt ceiling untilJuly 31, 2021 . Adverse changes in fiscal and economic conditions could materially impact our business. Some changes that could have an adverse impact on our business include the implementation of future spending reductions (including sequestration), delayed passage of appropriations bills resulting in temporary or full-year continuing resolutions, extremely inflationary increases adversely impacting fixed price contracts, inability to increase or suspend the Federal debt ceiling, and potential government shutdowns. TheU.S. government is currently operating under a Continuing Resolution for GFY 2022 and inOctober 2021 the Federal debt ceiling was temporarily increased through earlyDecember 2021 . It is unlikely but possible these measures will expire without extension and lead to a partial government shutdown. Potential spending packages including the infrastructure bill and the proposed budget resolution may provide additional opportunity in areas of SAIC focus such as broadband, cyber, and climate resiliency. -19-
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION TheU.S. government has increasingly relied on contracts that are subject to a competitive bidding process (including indefinite delivery, indefinite quantity (IDIQ),U.S. General Services Administration (GSA) schedules, and other multi-award contracts), which has resulted in greater competition and increased pricing pressure. We expect a majority of the business we seek in the foreseeable future will be awarded through a competitive bidding process. Despite the budget and competitive pressures affecting the industry, we believe we are well-positioned to protect and expand existing customer relationships and benefit from opportunities that we have not previously pursued. Our scale, size, and prime contractor leadership position are expected to help differentiate us from our competitors, especially on large contract opportunities. We believe our long-term, trusted customer relationships and deep technical expertise provide us with the sophistication to handle highly complex, mission-critical contracts. SAIC's value proposition is found in the proven ability to serve as a trusted adviser to our customers. In doing so, we leverage our expertise and scale to help them execute their mission. We succeed as a business based on the solutions we deliver, our past performance, and our ability to compete on price. Our solutions are inspired through innovation based on adoption of best practices and technology integration of the best capabilities available. Our past performance was achieved by employees dedicated to supporting our customers' most challenging missions. Our current cost structure and ongoing efforts to reduce costs by strategic sourcing and developing repeatable offerings sold "as a service" and as managed services in a more commercial business model are expected to allow us to compete effectively on price in an evolving environment. Our ability to be competitive in the future will continue to be driven by our reputation for successful program execution, competitive cost structure, development of new pricing and business models, and efficiencies in assigning the right people, at the right time, in support of our contracts. OnJuly 2, 2021 , we completed the acquisition ofHalfaker and Associates, LLC (Halfaker). The acquisition of Halfaker, in alignment with our long-term strategy, grows the Company's digital transformation portfolio while expanding its ability to support the government's healthcare mission. OnMarch 13, 2020 , we completed the acquisition of Unisys Federal, a former operating unit of Unisys Corporation. The acquisition of Unisys Federal, in alignment with our long-term strategy, positions SAIC as a leading government services technology integrator in digital transformation and is highly accretive across all key financial metrics. Impacts of the COVID-19 Pandemic We are continuing to monitor the ongoing outbreak of the coronavirus disease 2019 ("COVID-19") and we continue to work with our stakeholders to assess further possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences. Section 3610 of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act provides a mechanism to recover our labor costs where our employees are ready and able to work but unable to access required facilities due to COVID-19. This support from the CARES Act expired onSeptember 30, 2021 . Reduced activity on contracts, including travel and other direct costs, caused revenues to be approximately$99 million lower for the nine months endedOctober 29, 2021 (net of$60 million of labor recovered under the provisions of the CARES Act described above to maintain our workforce in a stand-ready state). We are generally not able to bill profit on those costs and, in some cases, funding limitations and the necessity for contract modifications may cause us not to be able to recover all of the labor costs. As a result, operating income for the nine months endedOctober 29, 2021 was reduced by approximately$7 million . In addition, the CARES Act allowed for the deferral of certain payroll tax payments throughDecember 31, 2020 and we deferred total payments of approximately$103 million . The first installment of these deferred payroll taxes was paid during the third quarter of fiscal 2022 (approximately$51 million ) with the remaining amounts due in the fourth quarter of fiscal 2023. InSeptember 2021 , the President issued an executive order which requires all federal employees and contractors to be fully vaccinated byJanuary 18, 2022 , unless an employee is legally entitled to an accommodation. We are continuing to monitor the impact that the enforcement of this executive order will have on our workforce and operations, but at this point the impact has not been material. We have not experienced a significant impact to our liquidity or access to capital as a result of the COVID-19 pandemic. We cannot currently estimate the overall impact of the COVID-19 pandemic. The longer the duration of the event, the more likely that there may be an adverse impact on our business, financial position, results of operations and/or cash flows. -20-
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Management of Operating Performance and Reporting
Our business and program management process is directed by professional managers
focused on serving our customers by providing high quality services in achieving
program requirements. These managers carefully monitor contract margin
performance by constantly evaluating contract risks and opportunities.
Throughout each contract's life cycle, program managers review performance and
update contract performance estimates to reflect their understanding of the best
information available. For performance obligations satisfied over time, updates
to estimates are recognized on inception-to-date activity, during the period of
adjustment, resulting in either a favorable or unfavorable impact to operating
income.
We evaluate our results of operations by considering the drivers causing changes
in revenues, operating income and operating cash flows. Given that revenues
fluctuate on our contract portfolio over time due to contract awards and
completions, changes in customer requirements, and increases or decreases in
ordering volume of materials, we evaluate significant trends and fluctuations in
these terms. Whether performed by our employees or by our subcontractors, we
primarily provide services and, as a result, our cost of revenues are
predominantly variable. We also analyze our cost mix (labor, subcontractor or
materials) in order to understand operating margin because programs with a
higher proportion of SAIC labor are generally more profitable. Changes in costs
of revenues as a percentage of revenue other than from revenue volume or cost
mix are normally driven by fluctuations in shared or corporate costs, or
cumulative revenue adjustments due to changes in estimates.
Changes in operating cash flows are described with regard to changes in cash
generated through the delivery of services, significant drivers of fluctuations
in assets or liabilities and the impacts of changes in timing of cash receipts
or disbursements.
Results of Operations
The primary financial performance measures we use to manage our business and
monitor results of operations are revenues, operating income, and cash flows
from operating activities. The following table summarizes our results of
operations:
Three Months Ended Nine Months Ended
October 29, Percent October 30, October 29, Percent October 30,
2021 change 2020 2021 change 2020
(dollars in millions)
Revenues $ 1,898 4 % $ 1,818 $ 5,612 5 % $ 5,339
Cost of revenues 1,685 5 % 1,609 4,950 4 % 4,747
As a percentage of revenues 88.8 % 88.5 % 88.2 % 88.9 %
Selling, general and administrative expenses 87 (9 %) 96 252 (3 %) 261
Acquisition and integration costs 12 300 % 3 36 (23 %) 47 Other operating income - - % - (3) (25 %) (4) Operating income 114 4 % 110 377 31 % 288 As a percentage of revenues 6.0 % 6.1 % 6.7 % 5.4 % Net income attributable to common stockholders$ 71 18 %$ 60 $ 234 59 % $
147
Net cash provided by operating activities$ 134 (42 %)$ 231 $ 415 (41 %) $
702
Revenues. Revenues increased$80 million for the three months endedOctober 29, 2021 as compared to the same period in the prior year primarily due to ramp up on new and existing contracts, the acquisition of Halfaker, and the accelerated amortization on certain off-market liability contracts, partially offset by contract completions. Adjusting for the impact of acquired revenues and divested revenues, revenues grew 2.1% primarily due to net increases in program volume and new awards. Revenues increased$273 million for the nine months endedOctober 29, 2021 as compared to the same period in the prior year due to ramp up on new and existing contracts, the acquisitions of Unisys Federal (which occurred in the middle of the first quarter of the prior year period) and Halfaker, net favorable changes in contract estimates, and the accelerated amortization on certain off-market liability contracts, partially offset by contract completions. Adjusting for the impact of acquired revenues and divested revenues, revenues grew 2.8% primarily due to net increases in program volume and new awards. -21-
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION Cost of Revenues. Cost of revenues increased$76 million for the three months endedOctober 29, 2021 as compared to the same period in the prior year primarily due to an increase in volume on existing contracts and the acquisition of Halfaker. Cost of revenues as a percentage of revenues increased from the prior year quarter, primarily due to lower employee benefit costs in the prior year period. Cost of revenues increased$203 million for the nine months endedOctober 29, 2021 as compared to the same period in the prior year primarily due to an increase in volume on existing contracts and the acquisitions of Unisys Federal (which occurred in the middle of the first quarter of the prior year period) and Halfaker. Cost of revenues as a percentage of revenues decreased from the prior year, primarily due to improved profitability across our contract portfolio, net favorable changes in contract estimates, and the accelerated amortization on certain off-market liability contracts. Selling, General and Administrative Expenses. SG&A decreased$9 million for the three months endedOctober 29, 2021 as compared to the same period in the prior year primarily due to decreased intangible asset amortization related to the acquisition of Unisys Federal, partially offset by intangible amortization related to the acquisition of Halfaker. SG&A decreased$9 million for the nine months endedOctober 29, 2021 as compared to the same period in the prior year primarily due to decreased intangible asset amortization related to the acquisition of Unisys Federal, partially offset by intangible amortization related to the acquisition of Halfaker and gains related to the resolution of certain legal matters in the prior year. Operating Income. Operating income as a percentage of revenues of 6.0% for the three months endedOctober 29, 2021 decreased from 6.1% in the comparable prior year period primarily due to lower employee benefit costs in the prior year period and higher acquisition and integration costs in the current year period, partially offset by net favorable changes in contract estimates and the accelerated amortization on certain off-market liability contracts. Operating income as a percentage of revenues increased to 6.7% for the nine months endedOctober 29, 2021 from 5.4% in the comparable prior year period primarily due to improved profitability across our contract portfolio, net favorable changes in contract estimates, and the accelerated amortization on certain off-market liability contracts, partially offset by gains related to the resolution of certain legal and other program contract matters in the prior year. Net Cash Provided by Operating Activities. Net cash provided by operating activities was$415 million for the nine months endedOctober 29, 2021 , a decrease of$287 million compared to the prior year, primarily due to a net decrease in cash received under the MARPA Facility ($185 million ) and working capital impact related to the deferred payroll taxes allowed under the CARES Act. Non-GAAP Measures Earnings before interest, taxes, depreciation and amortization (EBITDA), and adjusted EBITDA are non-GAAP financial measures. While we believe that these non-GAAP financial measures may be useful in evaluating our financial information, they should be considered as supplemental in nature and not as a substitute for financial information prepared in accordance with GAAP. Reconciliations, definitions, and how we believe these measures are useful to management and investors are provided below. Other companies may define similar measures differently. EBITDA and Adjusted EBITDA. The performance measure EBITDA is calculated by taking net income and excluding interest and loss on sale of receivables, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is a performance measure that excludes costs that we do not consider to be indicative of our ongoing performance. Adjusted EBITDA is calculated by taking EBITDA and excluding acquisition and integration costs, impairments, restructuring costs, and any other material non-recurring costs. Integration costs are costs to integrate acquired companies including costs of strategic consulting services, facility consolidation and employee related costs such as retention and severance costs. The acquisition and integration costs relate to the Company's acquisitions of Engility, Unisys Federal, Halfaker, and Koverse. We believe that EBITDA and adjusted EBITDA provide management and investors with useful information in assessing trends in our ongoing operating performance and may provide greater visibility in understanding the long-term financial performance of the Company. -22-
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EBITDA and adjusted EBITDA for the periods presented were calculated as follows:
Three Months Ended Nine Months Ended
October 29, October 30, October 29, October 30,
2021 2020 2021 2020
(in millions)
Net income $ 71 $ 60 $ 235 $ 150
Interest expense and loss on sale of receivables 27 33 81 97
Interest income - - - (1)
Provision for income taxes 17 18 66 43
Depreciation and amortization 44 48 123 131
EBITDA 159 159 505 420
EBITDA as a percentage of revenues 8.4 % 8.7 % 9.0 % 7.9 %
Acquisition and integration costs 12 3 36 47
Restructuring and impairment costs 1 4 1 4
Depreciation included in acquisition and integration costs
- - (1) -
Recovery of acquisition and integration costs and
restructuring and impairment costs(1) (1) (2) (1) (3)
Adjusted EBITDA $ 171 $ 164 $ 540 $ 468
Adjusted EBITDA as a percentage of revenues 9.0 % 9.0 % 9.6 % 8.8 %
(1) Adjustment reflects the portion of acquisition and integration costs and
restructuring and impairment costs recovered through the Company's indirect
rates in accordance with Cost Accounting Standards.
Adjusted EBITDA as a percentage of revenues for the three months ended
October 29, 2021 remained consistent with the same period in the prior year. Net
favorable changes in contract estimates and revenue resulting from the
accelerated amortization on certain off-market liability contracts were offset
by lower employee benefit costs in the prior year period.
Adjusted EBITDA as a percentage of revenues for the nine months ended
October 29, 2021 increased to 9.6% of revenues from 8.8% of revenues from the
prior year primarily due to a net increase in profitability across our existing
contract portfolio, net favorable changes in contract estimates, and revenue
resulting from the accelerated amortization on certain off-market liability
contracts, partially offset by gains related to the resolution of certain legal
and other program contract matters in the prior year.
Other Key Performance Measures
In addition to the financial measures described above, we believe that net
bookings and backlog are useful measures for management and investors to
evaluate our potential future revenues. We also consider measures such as
contract types and cost of revenues mix to be useful for management and
investors to evaluate our operating income and performance.
Net Bookings and Backlog. Net bookings represent the estimated amount of
revenues to be earned in the future from funded and negotiated unfunded contract
awards that were received during the period, net of adjustments to estimates on
previously awarded contracts. We calculate net bookings as the period's ending
backlog plus the period's revenues less the prior period's ending backlog and
initial backlog obtained through acquisitions.
Backlog represents the estimated amount of future revenues to be recognized
under negotiated contracts as work is performed. We do not include in backlog
estimates of revenues to be derived from IDIQ contracts, but rather record
backlog and bookings when task orders are awarded on these contracts. Given that
much of our revenue is derived from IDIQ contract task orders that renew
annually, bookings on these contracts tend to refresh annually as the task
orders are renewed. Additionally, we do not include in backlog contract awards
that are under protest until the protest is resolved in our favor.
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We segregate our backlog into two categories as follows:
•Funded Backlog. Funded backlog for contracts with government agencies primarily
represents estimated amounts of revenue to be earned in the future from
contracts for which funding is appropriated less revenues previously recognized
on these contracts. It does not include the unfunded portion of contracts in
which funding is incrementally appropriated or authorized on a quarterly or
annual basis by the U.S. government and other customers even though the contract
may call for performance over a number of years. Funded backlog for contracts
with non-government customers represents the estimated value on contracts, which
may cover multiple future years, under which we are obligated to perform, less
revenues previously recognized on these contracts.
•Negotiated Unfunded Backlog. Negotiated unfunded backlog represents estimated
amounts of revenue to be earned in the future from negotiated contracts for
which funding has not been appropriated or otherwise authorized and from
unexercised priced contract options. Negotiated unfunded backlog does not
include any estimate of future potential task orders expected to be awarded
under IDIQ, GSA Schedules or other master agreement contract vehicles.
We expect to recognize revenue from a substantial portion of our funded backlog
within the next twelve months. However, the U.S. government can adjust the scope
of services of or cancel contracts at any time. Similarly, certain contracts
with commercial customers include provisions that allow the customer to cancel
prior to contract completion. Most of our contracts have cancellation terms that
would permit us to recover all or a portion of our incurred costs and fees
(contract profit) for work performed.
The estimated value of our total backlog as of the dates presented was:
October 29, January 29,
2021 2021
(in millions)
Funded backlog $ 3,441 $ 3,024
Negotiated unfunded backlog 20,213 18,524
Total backlog $ 23,654 $ 21,548
We had net bookings worth an estimated $1.4 billion and $7.2 billion during the
three and nine months ended October 29, 2021 . Total backlog at the end of the
third quarter has increased compared to total backlog at prior year end
primarily due to several large awards received during the period from the U.S.
Army . In addition, $0.6 billion of acquired backlog from Halfaker was recorded
as an increase to backlog as of the acquisition date.
Contract Types. Our earnings and profitability may vary materially depending on
changes in the proportionate amount of revenues derived from each type of
contract. For a discussion of the types of contracts under which we generate
revenues, see "Contract Types" in Part I of the most recently filed Annual
Report on Form 10-K. The following table summarizes revenues by contract type as
a percentage of revenues for the periods presented:
Nine Months Ended
October 29, October 30,
2021 2020
Cost reimbursement 54 % 54 %
Time and materials (T&M) 20 % 22 %
Firm-fixed price (FFP) 26 % 24 %
Total 100 % 100 %
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Cost of Revenues Mix. We generate revenues by providing a customized mix of
services to our customers. The profit generated from our service contracts is
affected by the proportion of cost of revenues incurred from the efforts of our
employees (which we refer to below as labor-related cost of revenues), the
efforts of our subcontractors and the cost of materials used in the performance
of our service obligations under our contracts. Contracts performed with a
higher proportion of SAIC labor are generally more profitable. The following
table presents cost mix for the periods presented:
Three Months Ended Nine Months Ended
October 29, October 30, October 29, October 30,
2021 2020 2021 2020
Labor-related cost of revenues 53 % 54 % 54 % 55 %
Subcontractor-related cost of revenues 30 % 29 % 29 % 30 %
Supply chain materials-related cost of revenues 7 % 7 % 8 % 8 %
Other materials-related cost of revenues 10 % 10 % 9 % 7 %
Total 100 % 100 % 100 % 100 %
Cost of revenues mix for the nine months ended October 29, 2021 reflects an
increase in other materials-related content due in part to the Unisys Federal
acquisition (which occurred in the middle of the first quarter of the prior year
period and historically had a higher proportion of such costs).
Liquidity and Capital Resources
As a services provider, our business generally requires minimal infrastructure
investment. We expect to fund our ongoing working capital, commitments and any
other discretionary investments with cash on hand, future operating cash flows
and, if needed, borrowings under our $400 million Revolving Credit Facility and
$300 million receivable factoring facility.
We anticipate that our future cash needs will be for working capital, capital
expenditures, and contractual and other commitments. We consider various
financial measures when we develop and update our capital deployment strategy,
which includes evaluating cash provided by operating activities, free cash flow
and financial leverage. When our cash generation enables us to exceed our target
average minimum cash balance, we intend to deploy excess cash through dividends,
share repurchases, debt prepayments or strategic acquisitions.
Our ability to fund these needs will depend, in part, on our ability to generate
cash in the future, which depends on our future financial results. Our future
results are subject to general economic, financial, competitive, legislative and
regulatory factors that may be outside of our direct control. Although we
believe that the financing arrangements in place will permit us to finance our
operations on acceptable terms and conditions for at least the next year, our
future access to, and the availability of financing on acceptable terms and
conditions will be impacted by many factors (including our credit rating,
capital market liquidity and overall economic conditions). Therefore, we cannot
ensure that such financing will be available to us on acceptable terms or that
such financing will be available at all. Nevertheless, we believe that our
existing cash on hand, generation of future operating cash flows, and access to
bank financing and capital markets will provide adequate resources to meet our
short-term liquidity and long-term capital needs.
Historical Cash Flow Trends
The following table summarizes our cash flows:
Nine Months Ended
October 29, October 30,
2021 2020
(in millions)
Net cash provided by operating activities $ 415 $ 702
Net cash used in investing activities (272) (1,229)
Net cash (used in) provided by financing activities (176) 526
Net decrease in cash, cash equivalents and restricted cash $ (33) $ (1)
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION Net Cash Provided by Operating Activities. Refer to "Results of Operations" above for a discussion of the changes in cash provided by operating activities between the nine months endedOctober 29, 2021 and the comparable prior year period.Net Cash Used in Investing Activities. Cash used in investing activities for the nine months endedOctober 29, 2021 decreased compared to the prior year period primarily due to cash paid for the acquisition of Unisys Federal in the prior year period, partially offset by cash paid for the acquisitions of Halfaker and Koverse in the current year period.Net Cash Used in / Provided by Financing Activities. Cash used in financing activities for the nine months endedOctober 29, 2021 was$176 million compared to cash provided by financing activities of$526 million in the prior year period. This change is primarily due to proceeds from borrowings obtained to finance the Unisys Federal acquisition in the prior year period and higher share repurchases in the current year period, partially offset by voluntary principal prepayments in the prior year period and borrowings to finance the Halfaker acquisition in the current year period. Critical Accounting Policies There have been no changes to our critical accounting policies during the nine months endedOctober 29, 2021 from those disclosed in our most recently filed Annual Report on Form 10-K. Recently Issued But Not Yet Adopted Accounting Pronouncements For information on recently issued but not yet adopted accounting pronouncements, see Note 1 of the notes to the condensed and consolidated financial statements contained within this report. Item 3. Quantitative and Qualitative Disclosures About Market Risk There have been no material changes to our Market Risks from those discussed in our most recently filed Annual Report on Form 10-K. Item 4. Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) and have concluded that as ofOctober 29, 2021 these controls and procedures were operating and effective. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting during the quarterly period covered by this report that materially affected, or are likely to materially affect, our internal control over financial reporting. -26-
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