# Espey MFG & Electronics Corp: Form 10-K for the period ended Jun 30, 2015

- Company: [Espey MFG & Electronics Corp](/companies/esp.md) (CIK 33533)
- Form: 10-K
- Filed: 2015-09-24
- Accepted by EDGAR: Sep 24, 2015, 16:26 ET
- Period: 2015-06-30
- Accession: 0001174947-15-001463
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/33533/000117494715001463/form10k-14272_esp.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/33533/000117494715001463/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2015-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2015-04-01 to 2015-06-30 | $9.0m | us-gaap:SalesRevenueGoodsNet |
| Revenue | 12 months, 2014-07-01 to 2015-06-30 | $26.8m | us-gaap:SalesRevenueGoodsNet |
| Cost of revenue | 12 months, 2014-07-01 to 2015-06-30 | $19.7m | us-gaap:CostOfGoodsSold |
| Gross profit | 3 months, 2015-04-01 to 2015-06-30 | $1.6m | us-gaap:GrossProfit |
| Gross profit | 12 months, 2014-07-01 to 2015-06-30 | $7.1m | us-gaap:GrossProfit |
| Selling, general and administrative | 12 months, 2014-07-01 to 2015-06-30 | $2.7m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 12 months, 2014-07-01 to 2015-06-30 | $4.4m | us-gaap:OperatingIncomeLoss |
| Income tax | 12 months, 2014-07-01 to 2015-06-30 | $1.3m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2015-04-01 to 2015-06-30 | $546.5k | us-gaap:NetIncomeLoss |
| Net income | 12 months, 2014-07-01 to 2015-06-30 | $3.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2015-04-01 to 2015-06-30 | $0.23 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 12 months, 2014-07-01 to 2015-06-30 | $1.39 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2015-04-01 to 2015-06-30 | $0.24 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 12 months, 2014-07-01 to 2015-06-30 | $1.40 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 12 months, 2014-07-01 to 2015-06-30 | 2,290,542 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 12 months, 2014-07-01 to 2015-06-30 | $671.7k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 12 months, 2014-07-01 to 2015-06-30 | $266.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 12 months, 2014-07-01 to 2015-06-30 | $1.7m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 12 months, 2014-07-01 to 2015-06-30 | $320.5k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2015-06-30 | $8.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2015-06-30 | $31.8m | us-gaap:AssetsCurrent |
| Total assets | at 2015-06-30 | $34.3m | us-gaap:Assets |
| Current liabilities | at 2015-06-30 | $3.2m | us-gaap:LiabilitiesCurrent |
| Shareholders' equity | at 2015-06-30 | $30.9m | us-gaap:StockholdersEquity |

## Business

As filed, 12,080 characters.

General

Espey Mfg. & Electronics Corp. (“Espey”) is a power electronics design and original equipment manufacturing (OEM) company with a long history of developing and delivering highly reliable products for use in military and severe environment applications. Design, manufacturing, and testing is performed in our 150,000+ square foot facility located at 233 Ballston Ave, Saratoga Springs, New York. Espey is classified as a “smaller reporting company” for purposes of the reporting requirements under the Securities Exchange Act of 1934, as amended. Espey’s common stock is publicly-traded on the NYSE MKT under the symbol “ESP.”

Espey began operations after incorporation in New York in 1928. We strive to remain competitive as a leader in high power energy conversion and transformer solutions through the design and manufacture of new and improved products by using advanced and “cutting edge” electronics technologies.

Espey is ISO 9001:2008 and AS9100:2009 certified. Our primary products are power supplies, power converters, filters, power transformers, magnetic components, power distribution equipment, UPS systems, antennas and high power radar systems. The applications of these products include AC and DC locomotives, shipboard power, shipboard radar, airborne power, ground-based radar, and ground mobile power.

Espey services include design and development to specification, build to print, design services, design studies, environmental testing services, metal fabrication, painting services, and development of automatic testing equipment. Espey is vertically integrated, meaning that the Company produces individual components (including inductors), populates printed circuit boards, fabricates metalwork, paints, wires, qualifies, and fully tests items, mechanically, electrically and environmentally, in house. Portions of the manufacturing and testing process are subcontracted to vendors from time to time.

In fiscal years ended June 30, 2015 and 2014, the Company's total sales were $26,831,705 and $27,136,919, respectively. Sales to three domestic customers accounted for 36%, 15% and 10% of total sales in 2015. Sales to two domestic customers and one foreign customer (based in the United Kingdom) accounted for 31%, 16% and 12% of total sales in 2014. A loss of a significant customer would negatively impact the financial performance of the Company.

Export sales in 2015 and 2014 were approximately $2,384,000 and $3,030,000, respectively. This decrease is primarily due to the reduction in transmitter component and power supply shipments to specific customers.

Sources of Raw Materials

The Company has never experienced any significant delay or shortage with respect to the purchase of raw materials and components used in the manufacture of its products, and has at least two potential sources of supply for a majority of its raw materials. However, certain components used in our products are available from only a limited number of sources, and other components are only available from a single source. Despite the risk associated with limited or single source suppliers, the benefits of higher quality goods and timely delivery minimize and often limit any potential risk and can eliminate problems with part failures during production.

Sales Backlog

The total backlog at June 30, 2015 was approximately $36.4 million compared to approximately $35.7 million at June 30, 2014. The Company’s total backlog represents the estimated remaining sales value of work to be performed under firm contracts. The backlog was fully funded at June 30, 2015 while the funded portion of the backlog at June 30, 2014 was approximately $33.4 million. Funded backlog means items that have been authorized and appropriated by Congress and/or funded by the customer. The unfunded backlog at June 30, 2014 was approximately $2.3 million and represented firm multi-year orders for which funding was appropriated by Congress or funded by our customer in fiscal 2015. While there is no guarantee that future budgets and appropriations would provide funding for a given program, management includes in unfunded backlog only those programs that it believes are likely to receive funding based on discussions with customers and program status. The Company's backlog and risks associated with government contracts is discussed in greater detail in Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in Item 7 below.

It is presently anticipated that a minimum of $26 million of orders comprising the June 30, 2015 backlog will be filled during the fiscal year ending June 30, 2016. The minimum of $26 million does not include any shipments, which may be made against orders subsequently received during the fiscal year ending June 30, 2016. The estimate of the June 30, 2015 backlog to be shipped in fiscal 2016 is subject to future events, which may cause the amount of the backlog actually shipped to differ from such estimate.

Marketing and Competition

The Company markets its products primarily through its own direct sales organization and through outside sales representatives. Business is solicited from large industrial manufacturers and defense companies, the government of the United States, foreign governments and major foreign electronic equipment companies. In certain countries the Company has external sales representatives to help solicit and coordinate foreign contracts. Espey is also on the eligible list of contractors with the United States Department of Defense and generally is automatically solicited by Defense Department procurement agencies for their needs falling within the major classes of products produced by the Company. In addition, the Company directly pursues opportunities from the United States Department of Defense for prime contracts. Espey contracts with the Federal Government under cage code 20950 as Espey Mfg. & Electronics Corp.

There is competition in all classes of products manufactured by the Company from divisions of the largest electronic companies, as well as many small companies. The Company's sales do not represent a significant share of the industry's market for any class of its products. The principal methods of competition for electronic products of both a military and industrial nature include, among other factors, price, product performance, the experience of the particular company and history of its dealings in such products.

Our business is not seasonal. However, the concentration of our business in equipment for military applications and our customer concentrations expose us to on-going associated risks including, without limitation, dependence on appropriations from the United States Government and the governments of foreign nations, program allocations, and the potential of governmental termination of orders for convenience.

Uncertainty in federal defense spending continues to drive competition in the industry. Based upon discussions during contract negotiations with our major customers over the past several years, we believe that many of our competitors have been aggressively investing in upfront product design costs and lowering profit margins as a strategic means of maintaining existing business and enhancing market share at the expense of short term profit. This change in the market place has put pressure on the pricing of our current products and will result in lower margins on new business and some of our legacy business. In order to compete effectively for new business, in some cases we invest in upfront design costs, thereby reducing initial profitability as a means of procuring new long-term programs. Accordingly, we have adjusted our pricing strategy in order to achieve a balance which enables us both to retain repeat programs while being more competitive in bidding on new programs.

Research and Development

The Company's expenditures for research and development were approximately $234,812 and $93,588 in fiscal 2015 and 2014, respectively. Some of the Company's engineers and technicians spend varying degrees of time on either development of new products or improvements of existing products. A majority of these expenditures relate to research that is required by Espey engineers to support a request for a quotation from a customer having a product-specific custom need usually associated with stringent size and weight requirements.

Employees

The Company had 150 employees as of September 14, 2015. Approximately 40% of these employees are represented by the International Brotherhood of Electrical Workers Local #1799. A new collective bargaining agreement was approved in July 2015. The three-year agreement expires on June 30, 2018. Relations with the Union are considered good.

Government Regulations

Compliance with federal, state and local laws regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, did not in fiscal year 2015, and the Company believes will not in fiscal year 2016, have a material effect upon the capital expenditures, net income, or competitive position of the Company.

The Company’s U.S. Government contract and subcontract orders are funded by government budgets, which operate on an October-to-September fiscal year. Normally, in February of each year, the President of the United States presents to Congress a proposed budget for the upcoming fiscal year. This budget includes recommended appropriations for every federal agency and is the result of months of policy and program reviews throughout the executive branch. From February through September of each year, the appropriations and authorization committees of Congress review the President’s budget proposals and establish the funding levels for the upcoming fiscal year in appropriations and authorization legislation. Once these levels are enacted into law, the Executive Office of the President administers the funds to the agencies.

There are two primary risks associated with this process. First, the process may be delayed or disrupted because of congressional schedules, negotiations over funding levels for programs or unforeseen world events, which could, in turn, alter the funding for a program or contract. Second, funding for multi-year contracts can be changed by future appropriations, which could affect the timing of funds, schedules and program content.

Also, our international sales are denominated in United States currency. Consequently, changes in exchange rates that strengthen the United States dollar could increase the price in local currencies of our products in foreign markets and make our products relatively more expensive than competitors’ products.

U.S. Government Defense Contracts and Subcontracts

Generally, U.S. Government contracts are subject to procurement laws and regulations. Some of the Company’s contracts are governed by the Federal Acquisition Regulation (FAR), which lays out uniform policies and procedures for acquiring goods and services by the U.S. Government, and agency-specific acquisition regulations that implement or supplement the FAR. For example, the Department of Defense implements the FAR through the Defense Federal Acquisition Regulation (DFAR).

The FAR also contains guidelines and regulations for managing a contract after award, including conditions under which contracts may be terminated, in whole or in part, at the government’s convenience or for default. If a contract is terminated for the convenience of the government, a contractor is entitled to receive payments for its allowable costs and, in general, the proportionate share of fees or earnings for the work done. If a contract is terminated for default, the government generally pays for only the work it has accepted. These regulations also subject the Company to financial audits and other reviews by the government of its costs, performance, accounting and general business practices relating to its contracts, which may result in adjustment of the Company’s contract-related costs and fees.

## Properties

As filed, 1,326 characters.

The Company's entire operation, including administrative, manufacturing and engineering facilities, is located in Saratoga Springs, New York.

The Saratoga Springs plant, which the Company owns, consists of various adjoining one-story buildings on a 22 acre site, approximately eight acres of which is unimproved. The property is not subject to mortgage indebtedness or any other material encumbrance. The plant has a sprinkler system throughout and contains approximately 151,000 square feet of floor space, of which 90,000 is used for manufacturing, 24,000 for engineering, 33,000 for shipping and climatically secured storage, and 4,000 for offices. The offices, engineering and some manufacturing areas are air-conditioned. In addition to assembly and wiring operations, the plant includes facilities for varnishing, potting, impregnation and spray-painting operations. The manufacturing operation also includes a complete machine shop, with welding and sheet metal fabrication facilities adequate for substantially all of the Company's current operations. Besides normal test equipment, the Company maintains a sophisticated on-site environmental test facility. In addition to meeting all of the Company's in-house needs, the machine shop and environmental facilities are available to other companies on a contract basis.

## Management's discussion and analysis

As filed, 12,398 characters.

Business Outlook

Management expects revenues in fiscal year 2016 to be consistent with fiscal year 2015 revenues. Expectations are for product mix and margins to remain favorable for fiscal year 2016. During fiscal 2015 new orders received by the Company were approximately $27.7 million. The total backlog at June 30, 3015 was approximately $36.4 million. It is presently anticipated that a minimum of $26 million of orders comprising the June 30, 2015 backlog will be filled during the fiscal year ending June 30, 2016. The minimum of $26 million does not include any shipments which may be made against orders subsequently received during the fiscal year ending June 30, 2016. See discussions below for further detail on the customer mix included in the backlog.

In addition to the backlog, the Company currently has outstanding opportunities representing in excess of $44.8 million in the aggregate for both repeat and new programs. The outstanding quotations encompass various new and previously manufactured power supplies, transformers, and subassemblies. However, there can be no assurance that the Company will acquire any of the anticipated orders described above, many of which are subject to allocations of the United States defense spending and factors affecting the defense industry and industrial locomotive power supply procurement generally.

Management continues to evaluate our sales strategy including the professional and technical resources necessary to keep pace with the changing market conditions and needs of our customers. The Company has added to and re-aligned current sales and engineering resources, in order to focus on penetrating opportunities with new and existing customers. The Company continues quoting current and new customers for programs of varying sizes.

Three significant customers represented 61% and 59% of the Company’s total sales in fiscal 2015 and 2014, respectively. These sales are in connection with multiyear programs in which the Company is a significant subcontractor. The June 30, 2015 backlog of $36.4 million includes orders from two customers that represent 49% and 13% of the total backlog. This high concentration level with two customers presents significant risk. A loss of one of these customers or programs related to these customers could significantly impact the Company. Historically, a small number of customers have accounted for a large percentage of the Company’s total sales in any given fiscal year. Management continues to pursue opportunities with current and new customers with an overall objective of lowering the concentration of sales, mitigating excessive reliance upon a single major product of a particular program and minimizing the impact of the loss of a single significant customer. Management continues to evaluate its business development functions and potential revised courses of action in order to diversify its customer base.

Management, along with the Board of Directors, continues to evaluate the need and use of the Company’s working capital. Capital expenditures are expected to be approximately $250,000 for fiscal 2016. Expectations are that the working capital will be required to fund orders, dividend payments, and general operations of the business. From time to time, management along with the Mergers and Acquisitions Committee of the Board of Directors examine opportunities involving acquisitions or other strategic options, including buying certain products or product lines. The criteria for consideration are synergies with the Company’s existing product base and accretion to earnings.

Results of Operations

Net sales for fiscal years ended June 30, 2015 and 2014, were $26,831,705 and $27,136,919, respectively, a 1% decrease. The slight decline in sales can be attributed to the contract specific nature of the Company’s business and the timing of deliveries on these contracts. Sales from build-to-print orders and power supply shipments decreased by $1.6 million and $1.0 million, respectively, offset by an increase in magnetic shipments of $2.5 million.

For the fiscal years ended June 30, 2015 and 2014 gross profits were $7,141,573 and $4,531,246, respectively. Gross profit as a percentage of sales increased to 26.6% for fiscal 2015, up from 16.7% in fiscal 2014. The primary factors in determining gross profit and net income are overall sales levels and product mix. The gross profits on mature products and build to print contracts are higher as compared to products which are still in the engineering development stage or in early stages of production. In the case of the latter, the Company incurs what it refers to as “loss contracts,” meaning engineering design contracts in which the Company invests with the objective of developing future product sales. In any given accounting period the mix of product shipments between higher margin programs and less mature programs, and expenditures associated with loss contracts, has a significant impact on gross profit and net income. In fiscal year 2015, as compared to fiscal year 2014, there was a significant reduction in the Company’s incidents of loss contracts of approximately $3.5 million. In addition, the Company agreed to a final contract settlement in December 2014, relating to one of the cancelled programs, resulting in a reduction in cost of sales totaling $560,000. The reduction in loss contracts impact on gross profit was also offset, in part, by decreases caused from product mix, specifically, the reduction in build-to-print contract revenue for the period which typically yields higher profit margins compared to other programs. The losses incurred in fiscal year 2014 were related to several programs which were subsequently cancelled.

Selling, general, and administrative expenses were $2,711,807 for the fiscal year ended June 30, 2015, a decrease of $502,243, or 15.6% as compared to the prior year. The decrease for fiscal 2015 relates primarily to a reduction in salary expense due to reductions in the number of employees primarily in officers (CEO) and program administration.

Employment of full time equivalents at June 30, 2015 was 145 people compared with 150 people at June 30, 2014. The Company will continue to evaluate selling, general and administrative employment levels based on projected revenues.

Other income for the fiscal years ended June 30, 2015 and 2014 was $68,050 and $148,753, respectively. The decrease is primarily due to a decrease in income from scrap sales. Interest income is a function of the level of investments and investment strategies which generally tend to be conservative.

The effective income tax rate was 29.2% in fiscal 2015 and 20.3% in fiscal 2014. The effective tax rate is less than the statutory tax rate mainly due to the benefit the Company receives on its “qualified production activities” under The American Jobs Creation Act of 2004 and the benefit derived from the dividends paid on allocated ESOP shares. The increase in the effective tax rate for fiscal 2015 is primarily due to the decrease in the benefit received on dividends paid on allocated ESOP shares in the current fiscal year when compared to the prior year.

Net income for fiscal 2015, was $3,183,127 or $1.40 and $1.39 per share, basic and diluted, respectively, compared to net income of $1,167,885 or $.52 and $.51 per share, basic and diluted, respectively, for fiscal 2014. The increase in net income per share was mainly due to the reduction in loss contracts incurred by the Company and lower selling, general and administrative expenses, offset by lower sales and product mix when compared with the same periods in fiscal 2014.

Liquidity and Capital Resources

The Company's working capital is an appropriate indicator of the liquidity of its business, and during the past two fiscal years, the Company, when possible, has funded all of its operations with cash flows resulting from operating activities and when necessary from its existing cash and investments. The Company did not borrow any funds during the last two fiscal years. Management has available a $3,000,000 line of credit to help fund further growth or working capital needs, if necessary, but does not anticipate the need for any borrowed funds in the foreseeable future.

The Company's working capital as of June 30, 2015 and 2014 was $28,656,762 and $27,251,483, respectively. During the three and twelve months ended June 30, 2015 the Company repurchased 0 and 13,553 shares of its common stock, respectively, from the Company’s Employee Retirement Plan and Trust (“ESOP”) for a purchase price of $0 and $320,504, respectively. During the three and twelve months ended June 30, 2014 the Company did not repurchase any shares of its common stock. Under existing authorizations from the Company's Board of Directors, as of June 30, 2015, management is authorized to purchase an additional $1,385,744 of Company stock.

The table below presents the summary of cash flow information for the fiscal year indicated:

|  | 2015 | 2014 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $671,742 | $5,387,543 |
| Net cash provided by (used in) investing activities | 481,270 | (1,705,547) |
| Net cash used in financing activities | (1,850,498) | (4,013,733) |

Net cash provided by operating activities fluctuates between periods primarily as a result of differences in sales and net income, provision for income taxes, the timing of the collection of accounts receivable, purchase of inventory and payments of accounts payable. The decrease in fiscal 2015 primarily relates to an increase in trade receivables and inventory due to the timing of shipments and the receipt of new orders which were being produced. Net cash provided by investing activities increased in fiscal 2015 primarily due to a reduction in capital expenditures and the timing and amount of the re-investment of matured securities. Net cash used in financing activities decreased primarily due to the reduction of dividends paid on common stock, related to a special dividend paid in the prior fiscal year and the fourth quarter dividend declared in fiscal 2015 but paid in the first quarter of fiscal 2016, offset in part by the purchase of treasury stock.

The Company currently believes that the cash flow generated from operations and when necessary, from cash and cash equivalents will be sufficient to meet its long-term funding requirements for the foreseeable future.

Management believes that the Company's reserve for bad debts of $3,000 is adequate given the customers with whom the Company does business. Historically, bad debt expense has been minimal.

During fiscal years 2015 and 2014, the Company expended $266,029 and $709,972, respectively, for plant improvements and new equipment. The Company has budgeted approximately $250,000 for new equipment and plant improvements in fiscal 2016. Management anticipates that the funds required will be available from current operations.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in note 2 to the financial statements. We believe our most critical accounting policies include revenue recognition and cost estimation on our contracts.

Revenue Recognition and Estimates

A significant portion of our business is comprised of development and production contracts. Generally revenues on long-term fixed-price contracts are recorded on a percentage of completion basis using units of delivery as the measurement basis for progress toward completion.

Percentage of completion accounting requires judgment relative to expected sales, estimating costs and making assumptions related to technical issues and delivery schedules. Contract costs include material, subcontract costs, labor and an allocation of overhead costs. The estimation of cost at completion of a contract is subject to numerous variables involving contract costs and estimates as to the length of time to complete the contract. Given the significance of the estimation processes and judgments described above, it is possible that materially different amounts of expected sales and contract costs could be recorded if different assumptions were used, based on changes in circumstances, in the estimation process. When a change in expected sales value or estimated cost is determined, changes are reflected in current period earnings.

## Controls and procedures

As filed, 2,718 characters.

Evaluation of Controls and Procedures

(a) The Company's management, with the participation of the Company's chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) There have been no changes in our internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management of our Company is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on our evaluation using the criteria set forth in Internal Control-Integrated Framework, management has concluded that our internal control over financial reporting was effective as of June 30, 2015.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.

Filed Sep 24, 2015.
Source: SEC EDGAR, the filing index for accession 0001174947-15-001463. Last ingested by Listed: Oct 26, 2026, 09:04 ET. No prices; not investment advice.