# Nortech Systems Inc: Form 10-Q for the period ended Sep 30, 2021

- Company: [Nortech Systems Inc](/companies/nsys.md) (CIK 722313)
- Form: 10-Q
- Filed: 2021-11-10
- Accepted by EDGAR: Nov 10, 2021, 16:20 ET
- Period: 2021-09-30
- Accession: 0001437749-21-026165
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/722313/000143774921026165/nsys20210930_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/722313/000143774921026165/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2021-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2021-07-01 to 2021-09-30 | $29.5m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2021-01-01 to 2021-09-30 | $81.7m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2021-07-01 to 2021-09-30 | $21.4m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2021-01-01 to 2021-09-30 | $68.5m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2021-07-01 to 2021-09-30 | $8.0m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2021-01-01 to 2021-09-30 | $13.2m | us-gaap:GrossProfit |
| Research and development | 3 months, 2021-07-01 to 2021-09-30 | $141.0k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2021-01-01 to 2021-09-30 | $348.0k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2021-07-01 to 2021-09-30 | $4.9m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2021-01-01 to 2021-09-30 | $3.1m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2021-07-01 to 2021-09-30 | $112.0k | us-gaap:InterestExpense |
| Interest expense | 9 months, 2021-01-01 to 2021-09-30 | $314.0k | us-gaap:InterestExpense |
| Income tax | 3 months, 2021-07-01 to 2021-09-30 | $1.2m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2021-01-01 to 2021-09-30 | $646.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2021-07-01 to 2021-09-30 | $3.6m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2021-01-01 to 2021-09-30 | $2.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2021-07-01 to 2021-09-30 | $1.24 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2021-01-01 to 2021-09-30 | $0.78 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2021-07-01 to 2021-09-30 | $1.33 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2021-01-01 to 2021-09-30 | $0.82 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2021-07-01 to 2021-09-30 | 2,880,073 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2021-01-01 to 2021-09-30 | 2,806,958 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2021-01-01 to 2021-09-30 | −$2.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2021-01-01 to 2021-09-30 | $1.2m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2021-09-30 | $444.0k | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2021-09-30 | $51.1m | us-gaap:AssetsCurrent |
| Total assets | at 2021-09-30 | $66.5m | us-gaap:Assets |
| Current liabilities | at 2021-09-30 | $32.9m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2021-09-30 | $45.5m | us-gaap:Liabilities |
| Current portion of debt | at 2021-09-30 | $3.2m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2021-09-30 | $21.0m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 21,207 characters.

### Overview

We are a Maple Grove, Minnesota based full-service electronics manufacturing services (“EMS”) contract manufacturer of wire and cable assemblies, printed circuit board assemblies, higher-level assemblies and box builds for a wide range of industries. We provide value added engineering services and technical support including design, testing, prototyping and supply chain management to customers mainly in the medical, aerospace and defense, and industrial equipment markets. We maintain facilities in Bemidji, Blue Earth, Mankato, and Milaca, Minnesota; Monterrey, Mexico; and Suzhou, China. All of our facilities are certified to one or more of the ISO/AS standards, including 9001, AS9100 and 13485, with most having additional certifications based on the needs of the customers they serve.

### Recent Developments

#### Global Pandemic

In March 2020, the World Health Organization recognized the outbreak of a novel coronavirus (“COVID-19”) as a pandemic. While the COVID-19 pandemic has had an impact on our operations, we have been able to continue to operate our manufacturing facilities and provide essential services to our customers. Additionally, in an effort to protect the health and safety of our employees and in compliance with state regulations, we have instituted a work-from-home policy for employees who can perform their job functions offsite, implemented social distancing requirements and other measures to allow manufacturing and other personnel essential to production to continue work within our manufacturing facilities.

The full extent to which COVID-19 will directly or indirectly impact our business, financial condition, and results of operations will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19, the actions taken to contain it or treat its impact and the economic impact on local, regional, national and international markets. The ultimate impact of COVID-19 depends on factors beyond our knowledge or control, including the duration and severity of the outbreak, as well as third-party actions taken to contain its spread and mitigate its public health effects. As a result, we are unable to estimate the extent to which COVID-19 will negatively impact our financial results or liquidity.

We will continue to assess the current and potential impacts of the COVID-19 pandemic on our business, financial condition, and results of operations. We actively manage our cash and working capital to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times.

#### Facility Consolidation

To further improve operational efficiencies and lower overhead costs, the Company approved on August 7, 2020, the closure of our Merrifield, Minnesota, production facility, shifting wire and cable assembly, system-level assembly and printed circuit board (PCB) manufacturing to Nortech’s other Minnesota locations. The Merrifield production facility consolidation was completed in the first quarter of 2021 and impacted approximately 42 employees, who were offered positions at other Nortech facilities in Minnesota. We entered into an agreement on February 23, 2021 with a third-party agent to sell our facility in Merrifield, MN and some related assets. The sale closed in the third quarter of 2021.

#### Paycheck Protection Program (PPP) and Employee Retention Credit (ERC)

In the third quarter of 2021, we applied for forgiveness for the $6.1 million Promissory Note under the PPP. We will continue to treat this Promissory Note as debt until forgiveness is granted, any principal and interest amounts outstanding after the determination of amounts forgiven will be repaid on a monthly basis.

In addition, we applied for the ERC for qualified wages paid in the first and second quarters of 2021 and expect to receive approximately $5.2 million in fiscal 2021 or 2022. The ERC was recorded as a reduction of the associated payroll and benefit costs on the consolidated statements of operations for the three and nine months ended September 30, 2021 and as Employee Retention Credit Receivable on the consolidated balance sheet at September 30, 2021 (see Note 1.)

### Results of Operations

The following table presents statements of operations data as percentages of total net sales for the periods indicated:

|  | Three Months Ended September 30, 2021 | 2020 | Nine Months Ended September 30, 2021 | 2020 |
| --- | ---: | ---: | ---: | ---: |
| Net Sales | 100.0% | 100.0% | 100.0% | 100.0% |
| COGS | 72.7 | 92.6 | 83.9 | 90.1 |
| Gross Profit | 27.3 | 7.4 | 16.1 | 9.9 |
| Selling Expenses | 1.5 | 2.3 | 2.1 | 2.4 |
| General and Administrative Expenses | 6.9 | 9.4 | 8.9 | 8.3 |
| R&D Expenses | 0.5 | - | 0.4 | - |
| Restructuring Charges | 0.1 | - | 0.4 | - |
| Gain on Sale of Fixed Assets | (0.3) | (14.5) | (0.2) | (4.8) |
| Income from Operations | 18.6 | 10.3 | 4.5 | 3.9 |
| Other Expenses | (0.4) | (0.5) | (0.4) | (0.7) |
| Income Before Income Taxes | 18.2 | 9.8 | 4.2 | 3.3 |
| Income Tax Expense | 4.2 | 2.3 | 0.8 | 0.8 |
| Net Income | 14.0% | 7.5% | 3.4% | 2.5% |

### Net Sales

Net sales were $29.5 million in the third quarter of 2021, as compared to $26.4 million in the third quarter of the prior year, an increase of $3.1 million or 11.7%. The increase was driven primarily by net sales to the industrial market which increased by $3.4 million or 58.0% in the third quarter of 2021 as compared to the third quarter of 2020.

Net sales were $81.7 million in the nine months ended 2021, as compared to $80.3 million in the prior year, an increase of $1.4 million or 1.8%. Net sales results were varied by markets. The medical market increased by $2.8 million, or 6.2% and the industrial market increased by $3.8 million of sales or 17.2%, while net sales from the aerospace and defense markets decreased $5.0 million or 32%.

Net sales by our major EMS industry markets for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands):

|  | Three Months Ended September 30, 2021 | 2020 | % Change | Nine Months Ended September 30, 2021 | 2020 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Medical | $16,978 | $14,218 | 19.4% | $45,389 | $42,753 | 6.2% |
| Aerospace and Defense | 3,092 | 6,206 | (50.2)% | 10,540 | 15,509 | (32.0)% |
| Industrial | 9,382 | 5,938 | 58.0% | 25,777 | 22,001 | 17.2% |
|  | $29,452 | $26,362 | 11.7% | $81,706 | $80,263 | 1.8% |

18

Net sales by timing of transfer of goods and services for the three and nine months ended September 30, 2021 is as follows (in thousands):

|  | Three Months Ended September 30, 2021 Product/ Service Transferred Over Time | Product Transferred at Point in Time | Noncash Consideration | Total Net Sales by Market |
| --- | ---: | ---: | ---: | ---: |
| Medical | $13,762 | $2,933 | $282 | $16,977 |
| Aerospace and Defense | 2,883 | 144 | 65 | 3,092 |
| Industrial | 7,468 | 1,757 | 158 | 9,383 |
| Total Net Sales | $24,113 | $4,834 | $505 | $29,452 |

|  | Nine Months Ended September 30, 2021 Product/ Service Transferred Over Time | Product Transferred at Point in Time | Noncash Consideration | Total Net Sales by Market |
| --- | ---: | ---: | ---: | ---: |
| Medical | $35,497 | $8,876 | $1,017 | $45,390 |
| Aerospace and Defense | 9,685 | 527 | 327 | $10,539 |
| Industrial | 20,385 | 4,832 | 560 | $25,777 |
| Total Net Sales | $65,567 | $14,235 | $1,904 | $81,706 |

Net sales by timing of transfer of goods and services for the three and nine months ended September 30, 2020 is as follows (in thousands):

|  | Three Months Ended September 30, 2020 Product/ Service Transferred Over Time | Product Transferred at Point in Time | Noncash Consideration | Total Net Sales by Market |
| --- | ---: | ---: | ---: | ---: |
| Medical | $10,960 | $1,853 | $1,405 | $14,218 |
| Aerospace and Defense | 5,525 | 16 | 665 | 6,206 |
| Industrial | 4,527 | 791 | 620 | 5,938 |
| Total Net Sales | $21,012 | $2,660 | $2,690 | $26,362 |

|  | Nine Months Ended September 30, 2020 Product/ Service Transferred Over Time | Product Transferred at Point in Time | Noncash Consideration | Total Net Sales by Market |
| --- | ---: | ---: | ---: | ---: |
| Medical | $35,835 | $4,454 | $2,464 | $42,753 |
| Aerospace and Defense | 14,160 | 396 | 953 | 15,509 |
| Industrial | 17,434 | 3,354 | 1,213 | 22,001 |
| Total Net Sales | $67,429 | $8,204 | $4,630 | $80,263 |

19

### Backlog

Our 90-day shipment backlog as of September 30, 2021 was $38.9 million, an increase of 12.0% from the beginning of the quarter and a 68.3% increase as compared to the prior year. Backlog for our medical customers has increased 4.2% from the beginning of the quarter and increased 71.3% from the prior year. The aerospace and defense backlog increased 43.3% from the beginning of the quarter and 26.7% from the prior year. Our industrial customers’ backlog increased 7.9% from the beginning of the quarter and increased 119.3% from the prior year. This backlog consists of firm purchase orders we expect to ship in the next 90 days.

90-day shipment backlog by our major EMS industry markets are as follows (in thousands):

|  | Shipment Backlog as of the Period Ended September 30, 2021 | June 30, 2021 | September 30, 2020 |
| --- | ---: | ---: | ---: |
| Medical | $19,666 | $18,879 | $11,483 |
| Aerospace and Defense | 8,568 | 5,981 | 6,764 |
| Industrial | 10,657 | 9,874 | 4,860 |
|  | $38,891 | $34,734 | $23,108 |

Our 90-day backlog varies due to order size, manufacturing delays, contract terms and conditions and timing from customer delivery schedules and releases. These variables cause inconsistencies in comparing the backlog from one period to the next. Our total shipment backlog was $78.6 million at September 30, 2021 compared to $45.7 million at September 30, 2020.

### Gross Profit

Gross profit as a percent of net sales for the three months ended September 30, 2021 and 2020 was 27.3% and 7.4%, respectively. Gross profit as a percentage of sales for the nine months ended September 30, 2021 and 2020 was 16.1% and 9.9%, respectively. The gross profit improvement relates primarily to the $4.7 million reduction in payroll and medical expenses related to the ERC and increased utilization as a result of the increase in sales.

### Selling Expense

Selling expenses for the three months ended September 30, 2021 and 2020 was $0.4 million or 1.5% of sales and $0.6 million or 2.3% of sales, respectively. Selling expense for the nine months ended September 30, 2021 and 2020 was $1.7 million or 2.1% of sales and $1.9 million or 2.4% of sales, respectively. The decrease in selling expense for both the three and nine months ended September 30, 2021 compared to the same periods in the prior year relates primarily to the reduction in payroll and medical expenses of $0.1 million due to the ERC.

### General and Administrative Expense

General and administrative expenses for the three months ended September 30, 2021 and 2020 were $2.0 million or 6.9% of sales and $2.5 million or 9.4% of sales, respectively. General and administrative expenses for the nine months ended September 30, 2021 and 2020 were $7.2 million or 8.9% of sales and $6.7 million or 8.3% of sales, respectively. The decrease in general and administrative expenses for the three months ended September 30, 2021 compared to the same period of 2020 relates primarily to the reduction in payroll and medical expenses of $0.4 million related to the ERC. The increase in general and administrative expenses for the nine months ended September 30, 2021 compared to the same period of 2020 relates primarily to an increase in professional service fees.

### Research and Development Expense

Research and development expenses for the three months ended September 30, 2021 were $0.1 million or 0.5% of sales. Research and development expenses for the nine months ended September 30, 2021 were $0.3 million or 0.4% of sales. There were minimal to no research and development expenses for the three and nine months ended September 30, 2020.

### Restructuring Charges

Restructuring charges for the three months ended September 30, 2021 were approximately $23 thousand or 0.1% of sales. Restructuring charges for the nine months ended September 30, 2021 was $0.3 million or 0.4% of sales. There were no restructuring charges for the three and nine months ended September 30, 2020. The restructuring charges are due to the closure of the Merrifield facility.

### Loss on Abandonment of Intangible Asset

Abandonment charges for the three and nine months ended September 30, 2021 were approximately $0.6 million. There were no abandonment charges for the three and nine months ended September 30, 2020. The charges relate to the abandonment of the Devicix tradename.

### Income Taxes

On a quarterly basis, we estimate what our effective tax rate will be for the full fiscal year and record a quarterly income tax provision based on the anticipated rate. As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax jurisdiction. Our effective tax rate for the three and nine months ended September 30, 2021 was 26.0% and 22.8%, respectively, and the rate for the three and nine months ended September 30, 2020 was 22.8% and 24.3%, respectively.

### Net Income

Net income for the three months and net loss for the nine months ended September 30, 2021 was $3.6 million and $2.2 million, respectively. Net income for the three and nine months ended September 30, 2020 was $2.0 million. Net income for the three and nine months ended September 30, 2021 was affected by the reduction in payroll and benefit expense for the ERC, while the three and nine months ended September 30, 2020 included a $3.8 million gain on sale of assets.

### Liquidity and Capital Resources

Our 2021 sales were impacted by the ongoing COVID-19 pandemic and the related supply chain and workforce shortages. Due to the inherent uncertainty of this evolving situation, we are unable at this time to predict the likely impact of the COVID-19 pandemic on our future operations which has led to indicators of an inability to continue as a going concern. However, these indicators have been mitigated by our focus on reducing costs and minimizing capital expenditures. In addition, we believe that cash provided by operations, funds available under the credit agreement with Bank of America, N.A. (BofA), funds expected to be received for the ERC and cash on hand will be adequate to meet our liquidity needs, including working capital, capital expenditures, and debt payment obligations.

Net cash used by operating activities for the nine months ended September 30, 2021 was $2.9 million. Increases in working capital due to the higher sales and backlog drove the use of cash by operating activities, primarily in increased inventory of $5.8 million.

We have a credit agreement with Bank of America (BofA) which was entered into on June 15, 2017 and amended on December 29, 2017 and provides for a line of credit arrangement of $16.0 million that expires on June 15, 2022. The credit arrangement also has a $5.0 million real estate term note outstanding with a maturity date of June 15, 2022. We expect to extend the agreement past June 15, 2022.

Both the line of credit and real estate term notes are subject to fluctuations in the LIBOR rates. The line of credit and real estate term notes with BofA contain certain covenants which, among other things, require us to adhere to regular reporting requirements, abide by annual shareholder dividend limitations, maintain certain financial performance, and limit the amount of annual capital expenditures. The availability under our line is subject to borrowing base requirements, and advances are at the discretion of the lender. The line of credit is secured by substantially all of our assets.

The Bank of America Credit Agreement provides for, among other things, a Fixed Charge Coverage Ratio of not less than 1.0 to 1.0, for the twelve months ending December 31, 2020 and each Fiscal Quarter end thereafter subject only during a trigger period commencing when our availability under our line is less than $2,000 until availability is above that amount for 30 days due to amendment to our agreement dated in December of 2020. The Company met the covenants for the period ended September 30, 2021.

The availability under the line is subject to borrowing base requirements, and advances are at the discretion of the lender. At September 30, 2021, we had outstanding advances of $6.0 million and we had unused availability under our line of credit of $5.8 million, supported by our borrowing base. We believe our financing arrangements and cash flows to be provided by operations will be sufficient to satisfy our future working capital needs.

On April 15, 2020, we entered into a Promissory Note with Bank of America, N.A. (the “Promissory Note”), which provides for an unsecured loan of $6.1 million pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act and applicable regulations (the “CARES Act”) of which; funds were received on April 22, 2020. The Promissory Note has a term of 2 years with a 1% per annum interest rate. Payments are deferred for 6 months from the date of the Promissory Note and we can apply for forgiveness of the Promissory Note after 60 days. Forgiveness of the Promissory Note will be determined in accordance with the provisions of the Cares Act and applicable regulations. We applied for forgiveness in the third quarter of 2021, any principal and interest amounts outstanding after the determination of amounts forgiven will be repaid on a monthly basis.

### Off-Balance Sheet Arrangements

We have not engaged in any off-balance sheet activities as defined in Item 303(a)(4) of Regulation S-K.

### Critical Accounting Policies and Estimates

Our significant accounting policies and estimates are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2020. Some of our accounting policies require us to exercise significant judgment in selecting the appropriate assumptions for calculating financial estimates. Such judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, known trends in our industry, terms of existing contracts and other information from outside sources, as appropriate. Actual results could differ from these estimates.

### Forward-Looking Statements

Those statements in the foregoing report that are not historical facts are forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

|  |  |
| --- | --- |
| ♦ | Volatility in the marketplace which may affect market supply, demand of our products or currency exchange rates; |
| ♦ | Supply chain disruption and unreliability due to COVID-19; |
| ♦ | Lack of supply of sufficient human resources to produce our products; |
| ♦ | Increased competition from within the EMS industry or the decision of OEMs to cease or limit outsourcing; |
| ♦ | Changes in the reliability and efficiency of our operating facilities or those of third parties; |
| ♦ | Increases in certain raw material costs such as copper and oil; |
| ♦ | Commodity and energy cost instability; |
| ♦ | Risks related to FDA noncompliance; |
| ♦ | The loss of a major customer; |
| ♦ | General economic, financial and business conditions that could affect our financial condition and results of operations; |
| ♦ | Increased or unanticipated costs related to compliance with securities and environmental regulation; |
| ♦ | Disruption of global or local information management systems due to natural disaster or cyber-security incident; |
| ♦ | Outbreaks of epidemic, pandemic, or contagious diseases, such as the recent novel coronavirus that affect our operations, our customers' operations or our suppliers' operations. |

The factors identified above are believed to be important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by us. Discussion of these factors is also incorporated in Part I, Item 1A, “Risk Factors,” and should be considered an integral part of Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Unpredictable or unknown factors not discussed herein could also have material adverse effects on forward-looking statements. All forward-looking statements included in this Form 10-Q are expressly qualified in their entirety by the forgoing cautionary statements. We undertake no obligations to update publicly any forward-looking statement (or its associated cautionary language) whether as a result of new information or future events.

Please refer to forward-looking statements and risks as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

## Controls and procedures

As filed, 1,430 characters.

### Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q, our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). These controls and procedures are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon their evaluation of these disclosure controls and procedures as of the date of the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective.

### Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 627 characters.

We are affected by the risks specific to us as well as factors that affect all businesses operating in a global market. The significant factors known to us that could materially adversely affect our business, financial condition or operating results or could cause our actual results to differ materially from our expectations are described in our annual report on Form 10-K for the fiscal year ended under the heading “Part I – Item 1A.Risk Factors.” Other than as noted below, there have been no material changes in the risk factors from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2020.

Filed Nov 10, 2021.
Source: SEC EDGAR, the filing index for accession 0001437749-21-026165. Last ingested by Listed: Oct 24, 2026, 14:55 ET. No prices; not investment advice.