Overview





In 2021, the Company was comprised of five brands - Microlab, Boonton, Noisecom,
CommAgility and Holzworth organized as three product groups. Our product groups
were organized as follows: Radio Frequency Components ("RFC") was comprised of
our Microlab brand; Radio, Baseband, Software ("RBS") was comprised of our
CommAgility brand; and Test and Measurement ("T&M") was comprised of our
Boonton, Noisecom and Holzworth brands.



On March 1, 2022, we sold Microlab to RF Industries, Ltd and on December 30,
2022 we sold CommAgility to E-Space Acquisitions, LLC. Subsequent to the
divestitures of Microlab and CommAgility the Company is comprised of the T&M
business which is made up of our Boonton, Noisecom and Holzworth brands. The T&M
business provides RF and microwave test equipment and low phase noise RF
synthesizers to equipment manufacturers, aerospace and defense companies,
military and government agencies, satellite communication companies,
semiconductor companies and other global technology companies.



The Consolidated Financial Statements and Management's Discussion and Analysis
of Financial Condition and Results of Operations presented in this Annual Report
on Form 10-K for the fiscal year ended 2022 exclude the results of Microlab and
CommAgility for all periods presented. The results of Microlab and CommAgility
have been recorded as discontinued operations in accordance with the applicable
accounting guidance. Further, the assets and liabilities of Microlab and
CommAgility have been reclassified as assets and liabilities of discontinued
operations in the Consolidated Balance Sheet as of December 31, 2021.

Key 2022 Developments and Financial Results


In 2022, the Company disclosed that we were pursuing strategic alternatives in
order to maximize value for our shareholders. During the year we completed two
divestitures for total proceeds of approximately $35.3 million and repaid all
outstanding debt and earnout obligations. As of December 31, 2022, we have
approximately $20.7 million in cash. The remaining T&M business generated 57.4%
gross margins in fiscal 2022 and ended the year with a backlog of $6.6 million,
which was an increase of $1.1 million from the prior year. T&M revenue declined
1.4% from the prior year due primarily to general economic and global
uncertainties which delayed capital expenditure decisions by our customers for
our products. T&M second half bookings in 2022 increased from the first half of
the year signaling a recovery in spend by our customers resulting in the higher
backlog.



The Company continues to explore strategic alternatives for the remaining T&M
business. We do not expect to comment further or update the market with any
additional information on the process unless and until its Board of Directors
has approved a specific transaction or otherwise deems disclosure appropriate or
necessary. There can be no assurance that the evaluation of strategic
alternatives will result in any strategic alternative transaction, or any
assurance as to its outcome or timing.



The financial information presented herein includes: (i) Consolidated Balance
Sheets as of December 31, 2022 and 2021; (ii) Consolidated Statements of
Operations and Comprehensive Income/(Loss) for the years ended December 31, 2022
and 2021; (iii) Consolidated Statement of Changes in Shareholders' Equity for
the years ended December 31, 2022 and 2021; and (iv) Consolidated Statements of
Cash Flows for the years ended December 31, 2021 and 2020.



Critical Accounting Policies




Management's discussion and analysis of the financial condition and results of
operations are based upon the consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America, or U.S. GAAP. The preparation of these financial
statements requires the Company to make estimates and judgments that affect the
reported amount of assets and liabilities and disclosure of contingent
liabilities at the date of the financial statements and the reported amount of
revenues and expenses for each period. The following represents a summary of the
Company's critical accounting policies, defined as those policies that the
Company believes are: (a) the most important to the portrayal of our financial
condition and results of operations, and (b) that require management's most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effects of matters that are inherently uncertain.
Estimates and assumptions are made by management to assess the overall
likelihood that an accounting estimate or assumption may require adjustment. It
is reasonably possible that these estimates may ultimately differ materially
from actual results. See Note 1 in the Notes to the Consolidated Financial
Statements included elsewhere in this Form 10-K for a description of all of our
significant accounting policies.



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Discontinued Operations



In accordance with Accounting Standards Codification ("ASC") 205-20 Discontinued
Operations, the results of Microlab and CommAgility are presented as
discontinued operations in the Consolidated Statements of Operations and
Comprehensive Income/(Loss) and, as such, have been excluded from continuing
operations. Further, the Company reclassified the assets and liabilities of
Microlab and CommAgility as assets and liabilities of discontinued operations in
the Consolidated Balance Sheet as of December 31, 2021. The Consolidated
Statements of Cash Flows are presented on a consolidated basis for both
continuing operations and discontinued operations.



The Company evaluated the Microlab and CommAgility divestitures in accordance
with ASC 205-20 and determined that both transactions represented a strategic
shift, as defined, in the operations of the Company. Microlab and CommAgility
were major discrete lines of business focused on RF passive conditioning and LTE
software development, respectively. The remaining T&M business is focused on RF
test equipment and phase noise analysis.

In accordance with ASC 205-20 no expenses that are expected to continue in the ongoing entity after divestiture are reported within continuing operations.





Revenue Recognition



Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with
Customers (Topic 606), ("Topic 606") requires the Company to identify the
performance obligations in our revenue arrangements - that is, those promised
goods and services (or bundles of promised goods or services) that are distinct
- and allocate the transaction price of the revenue arrangement to those
performance obligations on the basis of estimated standalone selling prices
("SSP's").



Sales of our T&M products generally consist of one performance obligation which
is satisfied upon shipment to the customer. When contract terms require transfer
of control upon delivery at a customer's location, revenue is recognized on

the
date of delivery.

Services arrangements involving repairs and calibrations of the Company's products are generally considered a single performance obligation and revenue is recognized as the services are rendered.





Leases



We lease office space and certain equipment under non-cancelable lease
agreements. We apply ASU No. 2016-02, Leases (Topic 842) to our lease
arrangements. In accordance with Topic 842, we assess all arrangements that
convey the right to control the use of property, plant and equipment, at
inception, to determine if it is, or contains, a lease based on the unique facts
and circumstances present in that arrangement. For those leases identified, we
determine the lease classification, recognition, and measurement at the lease
commencement date. For arrangements that contain a lease we: (i) identify lease
and non-lease components; (ii) determine the consideration in the contract;
(iii) determine whether the lease is an operating or financing lease; and (iv)
recognize lease Right of Use ("ROU") assets and corresponding lease liabilities.
Lease liabilities are recorded based on the present value of lease payments over
the expected lease term. The corresponding ROU asset is measured from the
initial lease liability, adjusted by (i) accrued or prepaid rents; (ii)
remaining unamortized initial direct costs and lease incentives; and (iii) any
impairments of the ROU asset. The interest rate implicit in our lease contracts
is typically not readily determinable and as such, we use our incremental
borrowing rate based on the information available at the lease commencement
date, which represents an internally developed rate that would be incurred to
borrow, on a collateralized basis, over a similar term, an amount equal to the
lease payments in a similar economic environment.



19






Business Combinations



The Company uses the acquisition method of accounting for business combinations
which requires the tangible and intangible assets acquired and liabilities
assumed to be recorded at their respective fair market value as of the
acquisition date. Goodwill represents the excess of the consideration
transferred over the fair value of the net assets acquired. The fair values of
the assets acquired and liabilities assumed are determined based upon the
Company's valuation and involves making significant estimates and assumptions
based on facts and circumstances that existed as of the acquisition date. The
Company uses a measurement period following the acquisition date to gather
information that existed as of the acquisition date that is needed to determine
the fair value of the assets acquired and liabilities assumed. The measurement
period ends once all information is obtained, but no later than one year from
the acquisition date.



Valuation of Goodwill



Goodwill represents the excess of the aggregate purchase price over the fair
value of the net assets acquired in a purchase business combination. Goodwill is
evaluated for impairment annually, or more frequently if events occur or
circumstances change that would indicate that goodwill might be impaired, by
first performing a qualitative evaluation of events and circumstances impacting
the reporting unit to determine the likelihood of goodwill impairment. Based on
that qualitative evaluation, if we determine it is more likely than not that the
fair value of a reporting unit exceeds its carrying amount, no further
evaluation is necessary. Otherwise, we perform a quantitative impairment test.

The Company has one reporting unit with goodwill which is Holzworth. The Company's qualitative assessment of Holzworth goodwill in the fourth quarter of 2022 indicated no impairment.

Intangible and Long-lived Assets





Intangible assets include acquired technology, customer relationships and
tradenames. Intangible assets with finite lives are amortized using the
straight-line method over the estimated economic lives of the assets, which
range from ten to fourteen years. Long-lived assets, including intangible assets
with finite lives, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of such assets may not be
recoverable. Determination of recoverability is based on an estimate of
undiscounted future cash flows resulting from the use of the asset and its
eventual disposition. Measurement of an impairment loss for long-lived assets
that management expects to hold and use is based on the estimated fair value of
the asset. Long-lived assets to be disposed of are reported at the lower of
carrying amount or estimated fair value less costs to sell. The estimated useful
lives of intangible and long-lived assets are based on many factors including
assumptions regarding the effects of obsolescence, demand, competition and other
economic factors, expectations regarding the future use of the asset, and our
historical experience with similar assets. The assumptions used to determine the
estimated useful lives could change due to numerous factors including product
demand, market conditions, technological developments, economic conditions

and
competition.



Income taxes



The Company records deferred taxes in accordance with ASC 740, Accounting for
Income Taxes. ASC 740 requires recognition of deferred tax assets and
liabilities for temporary differences between tax basis of assets and
liabilities and the amounts at which they are carried in the financial
statements, based upon the enacted rates in effect for the year in which the
differences are expected to reverse. The Company establishes a valuation
allowance when necessary to reduce deferred tax assets to the amount expected to
be realized. The Company periodically assesses the value of its deferred tax
assets and determines the necessity for a valuation allowance.



Realization of the Company's deferred tax assets is dependent upon the Company
generating sufficient taxable income in the appropriate tax jurisdictions in
future years to obtain benefit from the reversal of net deductible temporary
differences and from utilization of net operating losses. The amount of deferred
tax assets considered realizable is subject to adjustment in future periods if
estimates of future taxable income are changed.



Uncertain tax positions



Under ASC 740, the Company must recognize and disclose uncertain tax positions
only if it is more-likely-than-not that the tax position will be sustained on
examination by the taxing authority, based on the technical merits of the
position. The amounts recognized in the financial statements attributable to
such position, if any, are recorded if there is a greater than 50% likelihood of
being realized upon the ultimate resolution of the position.



20






The Company has analyzed its filing positions in all of the jurisdictions where
it is required to file income tax returns. As of December 31, 2022 and 2021, the
Company has identified its federal tax return, the state tax returns in New
Jersey, California and Colorado as "major" tax jurisdictions, as defined in ASC
740, in which it is required to file income tax returns. Based on the
evaluations noted above, the Company has concluded that there are no significant
uncertain tax positions requiring recognition or disclosure in its consolidated
financial statements.




Based on a review of tax positions for all open years and contingencies as set
out in the Company's Notes to the consolidated financial statements, no
significant reserves for uncertain income tax positions have been recorded
pursuant to ASC 740 during the years ended December 31, 2022 and 2021, and the
Company does not anticipate that it is reasonably possible that any material
increase or decrease in its unrecognized tax benefits will occur within the

next
twelve months.



Stock-based compensation



The Company follows the provisions of ASC 718, Compensation - Stock Compensation
which requires that compensation expense be recognized based on the fair value
of equity awards on the date of grant. The fair value of restricted share awards
and restricted stock unit awards is determined using the market value of our
common stock on the date of the grant. The fair value of stock options at the
date of grant is estimated using the Black-Scholes option pricing model. When
stock options are granted, the Company takes into consideration guidance under
ASC 718 and SEC Staff Accounting Bulletin No. 107 (SAB 107) when determining
assumptions. The expected option life is derived from assumed exercise rates
based upon historical exercise patterns and represents the period of time that
options granted are expected to be outstanding. The expected volatility is based
upon historical volatility of our shares using daily price observations over an
observation period that approximates the expected life of the options. The
risk-free rate is based on the U.S. Treasury yield curve rate in effect at the
time of grant for periods similar to the expected option life. The Company
accounts for forfeitures for all equity awards when they occur.



Management estimates are necessary in determining compensation expense for stock
options with performance-based vesting criteria. Compensation expense for this
type of stock-based award is recognized over the period from the date the
performance conditions are determined to be probable of occurring through the
date the applicable conditions are expected to be met. If the performance
conditions are not considered probable of being achieved, no expense is
recognized until such time as the performance conditions are considered probable
of being met, if ever. Management evaluates whether performance conditions are
probable of occurring on a quarterly basis.

Inventories and Inventory Valuation





Inventories are stated at the lower of cost (average cost) or net realizable
value. The Company reviews inventory for excess and obsolescence based on best
estimates of future demand, product lifecycle status and product development
plans.

Allowances for doubtful accounts


The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. A key
consideration in estimating the allowance for doubtful accounts has been, and
will continue to be, our customer's payment history and aging of our accounts
receivable balance.



Warranties

The Company generally offers standard warranties against product defects. We estimate future warranty costs to be incurred based on historical warranty claims experience including estimates of material and labor costs over the warranty period.





21

Comparison of the results of operations for the year ended December 31, 2022 with the year ended December 31, 2021





Consolidated net revenue decreased from $22.7 million in fiscal year 2021 to
$22.4 million in fiscal year 2022 or 1.4% due primarily to general negative
economic and global uncertainties which caused delays in capital expenditure
decisions by our customers resulting in lower sales of our products.



Consolidated gross profit decreased 1% from the prior year period due to lower
revenues. Consolidated gross profit margin of 57% was consistent with the prior
year.

Operating Expenses (in thousands)





                                                       Twelve months ended December 31
                                     Operating Expenses          % of Revenue               Change
                                      2022          2021        2022       2021       Amount        Pct.

Research and development           $    1,791     $  1,718        8.0 %      7.6 %   $     73          4.2 %
Sales and marketing                     4,046        4,003       18.1 %     17.7 %         43          1.1 %
General and administrative              9,638        9,076       43.0 %     40.0 %        562          6.2 %
Loss on change in fair value of
contingent consideration                    -          386        0.0 %      1.7 %       (386 )     -100.0 %
Total operating expenses           $   15,475     $ 15,183       69.2 %    

67.0 %        292          1.9 %

Consolidated research and development expenses increased nominally from the prior year period due primarily to an increase in headcount expenses of approximately $100,000 and an increase in depreciation expense of approximately $20,000 only partially offset by a decrease in third-party research and development expenses of approximately $50,000.


Sales and marketing expenses were flat with the prior year period. External
commissions expense increased approximately $190,000 from the prior year due a
larger mix of commissionable sales. Higher external commissions expense was
offset by a decrease in headcount related expenses due to lower sales headcount
of approximately $113,000 and a decrease in third-party marketing spend of
approximately $40,000.



General and administrative expenses increased $562,000 from the prior year due
primarily to an increase in non-cash stock compensation expense of $700,000 due
to restricted share awards to employees in fiscal year 2022 and an increase in
non-recurring expenses of $200,000 associated with our strategic alternatives
process. These increases were offset by various administrative expense
reductions of approximately $300,000 in the following areas: third party legal
and accounting expenses, investor relations, market research and consulting
expenses and banking fees.



The loss on change in contingent consideration in 2021 relates to an adjustment
to the Holzworth earnout liability. The Holzworth earnout liability was fully
paid as of December 31, 2022.

(Loss)/Gain on Extinguishment of Debt


In 2022, the Company recorded a loss on extinguishment of the Muzinich term loan
of $792,000 primarily related to the write off of deferred financing fees. In
2021, the Company recorded a $2.0 million gain on extinguishment of the Payroll
Protection Program loan after we received notice that our loan was fully
forgiven.



Other income/expense

Other income increased $304,000 from the prior year due primarily to sublease income related to the sublease of approximately 50% of our Parsippany, NJ location to RF Industries.





22






Interest Expense

Interest expense decreased $1.1 million due primarily to the termination of the Muzinich term loan on March 1, 2022 concurrent with the Microlab divestiture.





Tax

Tax benefit increased $177,000 from the prior year due to a higher taxable loss from the prior year.

Net (Loss) from Continuing Operations





Net loss from continuing operations increased $1.8 million due to lower gross
profit caused by lower revenues, higher operating expenses due primarily to
stock based compensation expense and expenses related to our strategic
alternatives process and the loss on extinguishment of our debt. This was only
partially offset by lower interest expense as compared to the prior year and a
higher tax benefit.

Net Income from Discontinued Operations, net of tax





Net income from discontinued operations, net of tax in fiscal 2021 represents
the net income of Microlab of $3.4 million and net loss of CommAgility of $(1.2)
million.



Net income from discontinued operations, net of tax in fiscal 2022, represents
the results of Microlab and CommAgility during the period of ownership in 2022
as well as the gain recognized on sale of each business. Microlab's net income
during 2022 was $158,000 and CommAgility's net loss was $3.2 million. The
Company recognized a gain on sale of Microlab of $16.5 million and a gain on
sale of CommAgility of $6.3 million. The combined net income from discontinued
operations was offset by a tax provision related to discontinued operations

of
$2.7 million.

Liquidity and Capital Resources


On December 16, 2021, the Company and its wholly owned subsidiary Microlab
entered into the Microlab Purchase Agreement with RF Industries, whereby RF
Industries agreed to purchase 100% of the membership interests in Microlab for a
purchase price of $24,250,000, subject to certain adjustments as set forth in
the Microlab Purchase Agreement. The board of directors of each of the Company
and RF Industries unanimously approved the Microlab Transaction. On February 25,
2022, the shareholders of the Company approved the Microlab Transaction at a
Special Meeting of Shareholders held virtually via live webcast and on March 1,
2022, the Microlab Transaction closed.



At closing the Company received approximately $22.8 million in proceeds net of
indemnification and purchase price adjustment holdbacks of $150,000 and
$100,000, respectively, and direct expenses of approximately $1.1 million
including fees to our advisors. In July 2022, the Company received $225,000 in
final purchase price adjustments primarily related to the working capital
adjustment and on March 1, 2023 the Company received the indemnification
holdback amount of $150,000. In total the Company received net proceeds of
approximately $23.1 million related to the Microlab Transaction. In March 2022
the Company used $4.2 million of the Microlab Transaction proceeds to repay in
full our outstanding term loan with Muzinich BDC and approximately $600,000 was
used to repay in full our outstanding revolver balance related to the Bank of
America credit agreement. The Company terminated both the Muzinich term loan and
Bank of America credit facility as of the Microlab Transaction date.

On May 30, 2022, the Company repaid the previously outstanding Coronavirus Business Interruption Loan Agreement ("CIBLS Loan") with Lloyds Bank PLC ("Lloyds") in the amount of £250,000.


On December 4, 2022, the Company, and Holdings entered into the CommAgility
Purchase Agreement with E-Space, and eSpace Inc., a Delaware corporation, as
guarantor. The CommAgility Purchase Agreement provided for the purchase by the
Buyer of 100% of the Securities from the Company. The board of directors or
other governing body of each of the Company and the Buyer has unanimously
approved the CommAgility Transaction. Under the terms of the CommAgility
Purchase Agreement, the purchase price for the Securities was estimated to be
approximately $14.5 million, inclusive of $13.8 million in cash consideration
and a $750,000 note payable, subject to agreed-upon reductions of $650,000.




23






The CommAgility Transaction closed on December 30, 2022 and the Company received
net proceeds of $12.2 million which is comprised of the cash consideration of
$13.8 million less direct expenses of approximately $1.6 million. The note
payable of $750,000 has been offset by agreed-upon reductions of $650,000 for a
net balance of approximately $100,000 which is due one year from the transaction
close or upon a change in control as defined in the CommAgility Purchase
Agreement. The note receivable balance of $100,000 has been further offset by
the 2023 UK transaction taxes of approximately $69,000 and the expected net
proceeds of the note is approximately $31,000.



The CommAgility Transaction and Microlab Transaction resulted in the net
proceeds of approximately $35.3 million in 2022. As of December 31, 2022, the
Company has a cash balance of $20.7 million with no debt or earnout liabilities.
We expect our cash balance and cash generated by operations will be sufficient
to meet our liquidity needs for the next twelve months. Our ability to meet our
cash requirements will depend on our ability to generate cash in the future,
which is subject to general economic, financial, competitive, legislative,
regulatory and other factors that are beyond our control.



The Microlab Transaction will be treated as a sale of the assets and liabilities
of Microlab to RF Industries for U.S. federal and applicable state income tax
purposes and will result in a net taxable gain. The CommAgility Transaction will
be treated as a sale of stock for U.S. federal and applicable state income tax
purposes and will result in a net taxable loss. We will utilize approximately
$9.8 million of our federal net operating loss carryforwards and approximately
$8.0 million of our New Jersey state net operating loss carryforwards to offset
the net taxable gain generated from the 2022 divestitures. As of December 31,
2022, after utilization of the net operating loss carryforwards, the Company has
$5.2 million in U.S. federal net operating loss carryforwards and $33.3 million
in New Jersey state net operating loss carryforwards.



The Company currently is pursuing possible strategic opportunities, including
potential divestitures, acquisitions, mergers, or other activities, which may
require significant use of the Company's capital resources. The Company may
incur costs as a result of such activities and such activities may affect the
Company's liquidity in future periods.



Sources and Uses of Cash

As of December 31, 2022, the Company's consolidated cash balance was $20.7 million as compared to $4.5 million as of the prior year.





Our primary sources of cash were net proceeds of the Microlab Transaction and
CommAgility Transaction which generated an aggregate amount of $35.3 million.
Our primary uses of cash were the repayment of the Muzinich term loan of $4.4
million, acquisition of treasury stock of $2.5 million and final payment of
contingent consideration and deferred purchase price related to the Holzworth
acquisition $3.2 million, of which $1.4 million is classified within financing
activities on the consolidated cash flow statement, $250,000 is classified
within investing activities and $1.6 million is classified within operating
activities. Additionally, working capital increased approximately $5.6 million
due to higher accounts receivable related to timing of shipments at the end of
the year, higher inventory balances to mitigate long lead times caused by supply
chain disruption and estimated U.S. federal and state tax payments made during
the year.



Operating Activities



Cash used by operating activities was $9.7 million in fiscal year 2022 as
compared to cash provided by operating activities of $4.6 million in fiscal year
2021. The cash usage in fiscal year 2022 was due primarily to an increase in
working capital due to higher accounts receivable caused by timing of shipments
at the end of the year, higher inventory balances caused by higher levels of
safety stock to mitigate long lead times, estimated U.S. federal and state tax
payments made in fiscal year 2022 of approximately $900,000 and the Holzworth
earnout payment of $1.6 million which is classified in operating activities.



Investing Activities




Cash provided by investing activities was $34.3 million in fiscal year 2022 due
primarily to net cash proceeds of $35.3 million from the Microlab Transaction
and CommAgility Transaction.



Financing Activities




Cash used by financing activities increased from $4.2 million in the prior year
to $8.2 million in fiscal year 2022 due primarily to repurchases of our common
stock of $2.5 million and final payment of the Holzworth earnout liability

of
$1.4 million.



24

Holzworth Deferred Purchase Price and Earnout

As of December 31, 2022 the Company had paid the final earnout and deferred purchase price liabilities related to the Holzworth acquisition. There are no remaining purchase price liabilities.





On August 27, 2018, the Company filed a shelf registration statement on Form S-3
which was declared effective on September 17, 2018. On July 21, 2021, the
Company entered into an At Market Issuance Sales Agreement (the "Sales
Agreement") with B. Riley Securities, Inc. (the "Agent") to issue and sell
through the Agent, shares of the Company's common stock, par value $0.01 per
share, having an aggregate offering price of up to $12,000.000 (the "Shares"),
as described in Note 5 - Equity. From July 21, 2021 through August 6, 2021, the
Agent sold 254,701 shares of the company's common stock for net proceeds of
$739,000 after deducting sales commissions paid to the Agent in accordance with
the terms of the Sales Agreement and $560,000 after deducting direct legal and
accounting fees associated with the offering. The shelf registration statement
expired on September 17, 2021 and was not renewed by the Company.



Purchase obligations consist of inventory that arises in the normal course of
business operations. Future obligations and commitments as of December 31,

2022
consisted of the following:



Table of Contractual Obligations
Payments by year (in thousands)



                                  Total       2023       2024      2025      2026       Thereafter
Facility leases                  $   666     $   276     $ 158     $ 163     $  69     $          -

Operating and equipment leases        97          29        29        29   

    10                -
Purchase obligations               4,535       4,535         -         -         -                -
                                 $ 5,298     $ 4,840     $ 187     $ 192     $  79     $          -




25

Off-Balance Sheet Arrangements

Other than contractual obligations incurred in the normal course of business, the Company does not have any off-balance sheet arrangements.

Recent Accounting Pronouncements Affecting the Company

A discussion of recent accounting pronouncements is included in Note 1 to the Consolidated Financial Statements.

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