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(The following should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the 2025 10-K.)
OVERVIEW
Astronics Corporation, through its subsidiaries, is a leading provider of advanced technologies to the global aerospace, defense, and electronics industries. Our products and services include advanced, high-performance inflight entertainment and connectivity products and services, lighting and safety systems, flight critical electrical power generation and distribution systems, seat motion systems and automated test systems.
We have two reportable segments, Aerospace and Test Systems. Our Aerospace segment has principal operating facilities in the United States, Canada, France and Germany and an engineering office in Ukraine. Our Test Systems segment has principal operating facilities in the United States and an engineering office in India.
Our Aerospace segment designs and manufactures products for the global aerospace and defense industry. Product lines include lighting and safety systems, electrical power generation, distribution and seat motion systems, inflight entertainment and connectivity products, and other products. Our primary Aerospace customers are the airframe manufacturers (“OEM”) that build aircraft for the commercial transport, military and general aviation markets, suppliers to those OEMs, aircraft operators such as airlines, suppliers to the aircraft operators, and branches of the U.S. Department of Defense (“USDOD”). Our Test Systems segment designs, develops, manufactures and maintains automated test systems that support the aerospace and defense, communications and mass transit industries. In the Test Systems segment, Astronics’ products are sold to a global customer base including OEMs and prime government contractors for both electronics and military products.
Our strategy is to increase our value by developing technologies and capabilities, either internally or through acquisition, and using those capabilities to provide innovative solutions to our targeted markets where our technology can be beneficial.
Important factors affecting our growth and profitability are the rate at which new aircraft are produced, government funding and timing of awards of military programs, our ability to have our products designed into new aircraft, the rates at which aircraft owners, including commercial airlines, refurbish or install upgrades to their aircraft and supply chain and labor market pressures. New aircraft build rates and aircraft owners’ spending on upgrades and refurbishments is cyclical and dependent on the strength of the global economy. Once one of our products is designed into a new aircraft, the spare parts business associated thereto is also frequently retained by the Company. Future growth and profitability of the Test Systems business is dependent on developing and procuring new and follow-on business. The nature of our Test Systems business is such that it pursues large, often multi-year, projects. There can be significant periods of time between orders in this business, which may result in large fluctuations of sales and profit levels and backlog from period to period. Test Systems segment customers include the USDOW, prime contractors to the USDOW, mass transit operators and prime contractors to mass transit operators.
Each of the markets that we serve presents opportunities that we expect will provide growth for the Company over the long-term. We continue to look for opportunities in all of our markets to capitalize on our core competencies to expand our existing business and to grow through strategic acquisitions.
The main challenges that we continue to face include varying levels of supply chain pressures, material availability and cost increases (including costs associated with the imposition of tariffs by the United States and other countries discussed herein), labor availability and cost, and improving shareholder value through increasing profitability. Increasing profitability is dependent on many things, primarily sales growth, both acquired and organic, and the Company’s ability to pass cost increases along to customers and control operating expenses, and to identify means of creating improved productivity. Sales are driven by increased build rates for existing aircraft, market acceptance and economic success of new aircraft and our products, continued government funding of defense programs, the Company’s ability to obtain production contracts for parts we currently supply or have been selected to design and develop for new aircraft platforms and continually identifying and winning new business for our Test Systems segment.
Reduced aircraft build rates driven by regulatory actions impacting OEM production, a weak economy, aircraft groundings, tight credit markets, fuel price spikes, reduced air passenger travel, tariffs impacting OEM demand, and an increasing supply of used aircraft on the market would likely result in reduced demand for our products, which will result in lower profits. Reduction of defense spending may result in fewer opportunities for us to compete, which could result in lower profits in the future. Many of our newer development programs are based on new and unproven technology and at the same time we are challenged to develop the technology on a schedule that is consistent with specific programs. Delays in delivery schedules and incremental costs resulting from tariffs and other trade policy matters, supply chain pressures, and labor market pressures have in the past
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resulted in, and could in the future also result in, lower profits. We will continue to address these challenges by working to improve operating efficiencies and focusing on executing on the growth opportunities currently in front of us.
On October 22, 2025, the Company entered into the $300.0 million senior secured Revolving Credit Facility. The Revolving Credit Facility replaced the Company’s ABL Revolving Credit Facility which was terminated. The Revolving Credit Facility subjects us to various financial and other affirmative and negative covenants with which we must comply on an ongoing or periodic basis. These include financial covenants pertaining to a total leverage ratio, a consolidated interest coverage ratio, and a secured net debt leverage ratio requirement. An unexpected decline in our revenues or operating income, including occurring as a result of events beyond our control, could cause us to violate our financial covenants.
Challenges affecting the commercial aviation industry or key participants can adversely impact the demand for our products and services, the timing of orders, deliveries and related payments and other factors. We are monitoring the production levels and anticipated ramp-ups at Boeing and Airbus, and we continue to align our operations with their production expectations.
We are monitoring the ongoing conflicts between Russia and Ukraine, conflicts in the Middle East, as well as other geopolitical tensions and conflicts around the world, and the potential impact of related export controls, financial and economic sanctions, and other restrictions imposed by the U.S., the U.K., the European Union, and other countries. While these conflict have not resulted in a direct material adverse impact on our business to date, the implications of global conflicts in the short-term and long-term are difficult to predict. Factors such as increased energy costs, disruptions in the availability of certain raw materials, restrictions on air travel or trade with affected regions, sanctions on companies or industries, shifts in customer stability, and broader impacts on the global economy and aviation sector could pose risks to our operations and financial performance.
Recent Acquisitions
On June 30, 2025, the Company purchased the membership interests of Envoy Aerospace, located in Aurora, Illinois. Envoy Aerospace is an FAA ODA services provider. Envoy Aerospace is included in our Aerospace segment. The total purchase price was approximately $8.3 million, net of cash acquired and the estimated closing adjustment.
On October 13, 2025, the Company acquired all of the issued and outstanding capital stock of BMA, located in Uhldingen-Mühlhofen, Germany. BMA is an established manufacturer of aircraft seat actuation systems with a broad product portfolio that includes actuators, electronics, control panels, pneumatic systems, and lighting. BMA is included in our Aerospace segment. The total purchase price was approximately $18.0 million, net of cash acquired and the estimated closing adjustment.
Recent Developments
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The OBBBA permanently extends and modifies significant provisions enacted in 2017 as part of the Tax Cuts and Jobs Act (“TCJA”) that were originally set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, many of which were not in effect until 2026. Key provisions of the OBBBA relevant to the Company’s operations include immediate expensing of certain domestic research and development expenses and domestic capital expenditures beginning in 2025 as well as changes to various U.S. international tax provisions beginning in 2026. The Company anticipates it will elect to deduct the remaining previously capitalized domestic research and development costs equally between 2025 and 2026 and expense domestic research and development costs as incurred for the 2025 and 2026 tax years.
On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the Supreme Court decision, the U.S. Administration announced a new 10% global tariff under Section 122 of the Trade Act of 1974, which was subsequently struck down on May 7, 2026 by the U.S. Court of International Trade. Refunds of previously paid tariffs represent gain contingencies under ASC 450-30. Consistent with this guidance, the Company recognizes such refunds as a reduction of Cost of Products Sold in the period in which the gain is realized or realizable, generally when cash is received. Refunds that have been approved but not yet received, or that remain subject to appeal, further agency action, or other contingencies, are not recognized until realization criteria are met.
As a result, during the three and six months ended July 4, 2026, the Company received $2.0 million in IEEPA tariff refunds in the Consolidated Condensed Statement of Operations. The ultimate impact of these developments on our future financial results remains uncertain, including the timing and extent of any future refunds of tariffs previously paid under IEEPA and the nature, scope, and rate of any replacement tariffs or other trade measures that may be implemented.
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CONSOLIDATED RESULTS OF OPERATIONS
Six Months Ended Three Months Ended
($ in thousands) July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025
Sales $ 490,576 $ 410,614 $ 259,957 $ 204,678
Gross Profit (sales less cost of products sold) $ 162,030 $ 113,676 $ 86,897 $ 52,827
Gross Margin 33.0 % 27.7 % 33.4 % 25.8 %
Research and Development Expenses $ 22,958 $ 22,639 $ 10,869 $ 11,572
Selling, General and Administrative Expenses (“SG&A”) $ 71,375 $ 73,142 $ 35,561 $ 36,497
SG&A Expenses as a Percentage of Sales 14.5 % 17.8 % 13.7 % 17.8 %
Interest Expense, Net $ 4,668 $ 6,247 $ 2,332 $ 3,097
Effective Tax Rate 3.3 % 9.8 % 7.4 % 29.0 %
Net Income $ 60,600 $ 10,842 $ 35,060 $ 1,314
A discussion by segment can be found in “Segment Results of Operations” in this MD&A.
CONSOLIDATED SECOND QUARTER RESULTS
Growth in sales was driven by the Aerospace segment’s continued strength in demand primarily from the Commercial Transport market, including $5.9 million from the acquisition of BMA. Aerospace sales increased $43.7 million, or 22.6%, while Test Systems sales grew $11.6 million, or 105.1%. Test Systems sales in the prior year were negatively impacted by $6.4 million due to revisions of estimated costs to complete certain long-term mass transit contracts.
Consolidated cost of products sold in the second quarter of 2026 was $173.1 million, compared with $151.9 million in the second quarter of 2025, primarily due to higher volume. This increase was partially offset by a $2.0 million IEEPA tariff refund. The prior year included a $5.8 million charge related to Aerospace simplification initiatives.
SG&A decreased $0.9 million. Litigation-related expenses were down $0.9 million, and the prior-year period included a $3.5 million legal fee reimbursement charge relating to the patent infringement dispute in the UK. These decreases were mostly offset by higher wages and benefits, higher incentive-based compensation expenses driven by increased profitability, and incremental expenses related to the acquired BMA business. R&D was down $0.7 million reflecting the timing of projects.
Interest expense was down $0.8 million, or 24.7%, on lower rates following the September 2025 refinancing activities. Tax expense in the quarter of $2.8 million reflects the benefits of a partial valuation allowance reversal and research and development costs expected to be expensed.
Consolidated net income of $0.75 per diluted share improved from $0.03 per diluted share in the prior-year period from stronger operating profit.
Bookings of $306.2 million in the quarter resulted in a book-to-bill ratio of 1.18:1. For the trailing twelve months, bookings totaled $1.06 billion and the book-to-bill ratio was 1.13:1. Backlog at the end of the quarter was $780.6 million.
CONSOLIDATED YEAR-TO-DATE RESULTS
Growth in sales was driven by the Aerospace segment’s continued strength in demand primarily from the Commercial Transport market, including $10.5 million from the acquisition of BMA. Aerospace sales increased $66.1 million, or 17.2%, while Test Systems sales grew $13.9 million, or 54.1%. In the prior year, year-to-date consolidated sales were negatively impacted by $8.3 million, resulting from revisions of estimated costs to complete certain long-term mass transit contracts in the Test Systems segment.
Consolidated cost of products sold in the first half of 2026 was $328.5 million, compared with $296.9 million in the same prior-year period primarily attributable to higher volume. The prior year included a $5.8 million charge related to Aerospace simplification initiatives.
SG&A decreased $1.8 million. Litigation-related expenses were down $2.1 million and the prior-year period included $9.7 million reserve adjustment relating to the patent infringement dispute in the UK. These decreases were mostly offset by higher wages and benefits, higher incentive-based compensation expenses driven by increased profitability, and the incremental expenses related with the acquired BMA business. R&D was up $0.3 million reflecting the timing of projects.
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Interest expense was down $1.6 million, or 25.3%, on lower rates following the September 2025 refinancing activities. Tax expense in the first half of 2026 was $2.0 million compared with tax expense of $1.2 million in the prior-year period, mostly as a result of a $2.7 million discrete adjustment for the expected benefit of a stock-based compensation deduction along with a partial valuation allowance reversal associated with an expected net operating loss deduction and with research and development costs that are expected to be expensed for tax purposes in the current year under the One Big Beautiful Bill Act. Tax expense in the prior year was partially offset by a $1.1 million discrete adjustment to reverse certain federal and state deferred tax liabilities.
Consolidated net income of $1.31 per diluted share improved from $0.25 per diluted share in the prior-year period from stronger operating profit.
Bookings of $596.6 million in the first half of 2026 resulted in a book-to-bill ratio of 1.22:1.
SEGMENT RESULTS OF OPERATIONS
Operating profit, as presented below, is sales less cost of products sold and other operating expenses, excluding interest expense, other corporate expenses and other non-operating sales and expenses. Cost of products sold and other operating expenses are directly identifiable to the respective segment. Operating profit is reconciled to income before income taxes in Note 14, Segment Information, to the Consolidated Condensed Financial Statements in Item 1, Financial Statement, of this report.
AEROSPACE SEGMENT
Six Months Ended Three Months Ended
($ in thousands) July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025
Sales $ 451,135 $ 385,035 $ 237,292 $ 193,647
Less Inter-segment Sales (23) (34) — (21)
Total Aerospace Sales $ 451,112 $ 385,001 $ 237,292 $ 193,626
Operating Profit $ 83,596 $ 40,303 $ 48,264 $ 18,039
Operating Margin 18.5 % 10.5 % 20.3 % 9.3 %
Aerospace Sales by Market Six Months Ended Three Months Ended
(In thousands) July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025
Commercial Transport $ 333,425 $ 283,115 $ 177,006 $ 145,573
Military Aircraft 64,133 60,696 30,631 27,433
General Aviation 49,052 33,613 27,603 18,370
Other 4,502 7,577 2,052 2,250
$ 451,112 $ 385,001 $ 237,292 $ 193,626
Aerospace Sales by Product Line Six Months Ended Three Months Ended
Recast Recast
(In thousands) July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025
Inflight Entertainment & Connectivity $ 236,756 $ 209,012 $ 126,008 $ 105,902
Lighting & Safety 111,977 108,057 59,170 56,100
Flight Critical Electrical Power 48,423 37,146 23,660 15,832
Seat Motion 42,065 16,889 22,186 10,217
Other 11,891 13,897 6,268 5,575
$ 451,112 $ 385,001 $ 237,292 $ 193,626
Beginning in the current year, the Company reorganized its product line structure to align with changes in internal reporting. Prior‑period disaggregated revenue information has been recast to conform to the current‑period presentation.
(In thousands) July 4, 2026 December 31, 2025
Total Assets $ 614,128 $ 570,294
Backlog $ 657,212 $ 600,803
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AEROSPACE SECOND QUARTER RESULTS
Aerospace segment sales of $237.3 million increased $43.7 million, or 22.6%. Sales in the Commercial Transport market increased $31.4 million, or 21.6%. Growth was primarily related to increased demand for seat motion and inflight entertainment & connectivity (“IFEC”) products. General Aviation sales increased $9.2 million, or 50.3%, to $27.6 million due to higher IFEC sales of VVIP products. Military Aircraft sales increased $3.2 million, or 11.7%, to $30.6 million due to increased sales of flight critical airframe power products.
Aerospace segment operating profit of $48.3 million, or 20.3% of sales, improved over the prior-year period reflecting the leverage gained on higher volume, improving production efficiencies, a $2.0 million IEEPA tariff refund, a $4.6 million decrease in litigation-related expenses and legal reserve adjustments related to the UK patent dispute previously discussed, and the absence of a $6.2 million charge for simplification initiatives in the prior-year period.
Aerospace bookings were $243.1 million for a book-to-bill ratio of 1.02:1. Backlog for the Aerospace segment was $657.2 million at quarter end.
AEROSPACE YEAR-TO-DATE RESULTS
Aerospace segment sales of $451.1 million increased $66.1 million, or 17.2%. Sales in the Commercial Transport market increased $50.3 million, or 17.8%. Growth was primarily related to increased demand for seat motion and IFEC products. General Aviation sales increased $15.4 million, or 45.9%, to $49.1 million due to higher IFEC product sales to the VVIP market. Military Aircraft sales increased $3.4 million with the prior-year period. Other sales decreased $3.1 million as the Company has wound down its non-core contract manufacturing arrangements.
Aerospace segment operating profit of $83.6 million, or 18.5% of sales, improved over the prior-year period reflecting the leverage gained on higher volume, improving production efficiencies, a $2.8 million catch-up of profit on the MV-75 FLRAA program based on revised program estimates, a $11.6 million decrease in litigation-related expenses and legal reserve adjustments related to the UK patent dispute previously discussed, and the absence of a $6.5 million charge for simplification initiatives in the prior-year period.
Aerospace bookings of $507.5 million in the first half of 2026 resulted in a book-to-bill ratio of 1.13:1.
TEST SYSTEMS SEGMENT
Six Months Ended Three Months Ended
($ in thousands) July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025
Sales $ 39,498 $ 25,933 $ 22,674 $ 11,341
Less Inter-segment Sales (34) (320) (9) (289)
Total Test Systems Sales $ 39,464 $ 25,613 $ 22,665 $ 11,052
Operating Profit (Loss) $ 995 $ (8,933) $ 592 $ (6,710)
Operating Margin 2.5 % (34.9) % 2.6 % (60.7) %
All Test Systems sales are to the Government and Defense Market.
(In thousands) July 4, 2026 December 31, 2025
Total Assets $ 126,664 $ 119,603
Backlog $ 123,346 $ 73,692
TEST SYSTEMS SECOND QUARTER RESULTS
Test Systems segment sales of $22.7 million were up $11.6 million from the comparator quarter in 2025. Segment sales in the prior-year period were negatively impacted by a $6.4 million revision of estimated costs to complete certain long-term mass transit contracts reducing revenue recognized in the period.
Test Systems segment operating profit was $0.6 million, compared with an operating loss of $6.7 million in the second quarter of 2025. The revisions to the estimated costs to complete had a $6.9 million detrimental impact to operating income in the prior year. Test Systems profitability continues to be negatively affected by mix and under absorption of fixed costs at current volume levels, as well as approximately $4.1 million of revenue in the current quarter at no margin related to dedicated raw materials for the U.S. Army and U.S. Marine Corps Radio Test programs. Margin on that revenue will be recognized through 2026 as production on those programs progress further.
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Bookings for the Test Systems segment in the quarter were $63.1 million. The book-to-bill ratio was 2.78:1 for the quarter. Backlog for the Test Systems segment was $123.3 million at quarter end.
TEST SYSTEMS YEAR-TO-DATE RESULTS
Test Systems segment sales of $39.5 million were up $13.9 million from the comparator quarter in 2025. Segment sales in the prior-year period were negatively impacted by $8.3 million revision of estimated costs to complete certain long-term mass transit Test contracts reducing revenue recognized in the period.
Test Systems segment operating profit was $1.0 million, compared with an operating loss of $8.9 million in the first half of 2025. Test Systems profitability, while improving, continues to be negatively affected by mix and under absorption of fixed costs at current volume levels. In the prior-year period, the revisions to the estimated costs to complete had a $8.8 million detrimental impact to operating income.
Test Systems bookings of $89.1 million in the first half of 2026 resulted in a book-to-bill ratio of 2.26:1.
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities:
Cash provided by operating activities totaled $40.7 million for the first six months of 2026, as compared with $13.0 million cash provided by operating activities during the same period in 2025. Cash flow from operating activities increased compared with the same period of 2025 reflecting higher cash earnings offset by higher working capital requirements, including higher inventory levels to support anticipated revenue growth in the coming quarters. Cash provided by operating activities in the prior-year period included $21.6 million in payments related to the UK patent dispute and $12.8 million in net income tax payments.
Investing Activities:
Cash used for investing activities was $16.9 million for the first six months of 2026 compared with $6.7 million in cash used for investing activities in the same period of 2025 reflecting elevated capital expenditures for necessary catch-up investments on previously deferred spending as well as the consolidation of operations and capacity improvement in a new Seattle facility.
Financing Activities:
Cash used for financing activities totaled $32.7 million for the first six months of 2026, as compared with cash used for financing activities of $12.5 million during the same prior-year period. The Company made net payments on long-term debt of $25.0 million compared to $10.0 million in the prior-year period.
Cash on hand at the end of the quarter was $9.0 million. Net debt was $309.0 million, compared with $324.8 million at the end of 2025.
Our ability to maintain sufficient liquidity and comply with financial debt covenants is highly dependent upon achieving expected operating results. Failure to achieve expected operating results could have a material adverse effect on our liquidity, our ability to obtain financing or access our existing financing, and our operations in the future and could allow our debt holders to demand payment of all outstanding amounts. As of July 4, 2026, we are in compliance with all covenants under each of our financing arrangements. Our financing arrangements are more fully discussed in Note 7, Long-term Debt and Notes Payable, to the Consolidated Condensed Financial Statements in Item 1, Financial Statements, of this report for additional details.
The Company expects its cash flow from operations will provide sufficient cash flows to fund operations, including capital expenditures and payment of any further amounts related to the Lufthansa matters. The Company may also evaluate various actions and alternatives to enhance its profitability and cash generation from operating activities, which could include manufacturing efficiency initiatives, cost-reduction measures, working with vendors and suppliers to reduce lead times and expedite shipment of critical components, and working with customers to expedite receivable collections.
On August 8, 2023, the Company initiated an at-the-market equity offering program (the “ATM Program”) for the sale from time to time of shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $30.0 million. During the three and six months ended July 4, 2026, and June 28, 2025, the Company did not sell any shares of its common stock under the ATM Program. As of July 4, 2026, the Company had remaining capacity under the ATM Program to sell shares of common stock having an aggregate offering price up to approximately $8.2 million.
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OFF BALANCE SHEET ARRANGEMENTS
We do not have any material off balance sheet arrangements that have or are reasonably likely to have a material future effect on our results of operations or financial condition.
BACKLOG
The Company’s backlog on July 4, 2026 was $780.6 million compared with $674.5 million on December 31, 2025 and $645.4 million on June 28, 2025.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
Our contractual obligations and commitments have not changed materially from the disclosures in our 2025 10-K.
MARKET RISK
Although the majority of our sales, expenses, and cash flows are transacted in U.S. dollars, we have exposure to changes in foreign currency exchange rates related primarily to the Euro and the Canadian dollar. The Company believes that the impact of changes in foreign currency exchange rates on its business and financial results for the three and six months ended July 4, 2026 was not significant.
The future impacts of U.S. trade policies, treaties, and tariffs and their residual effects, including economic uncertainty, inflationary environment, and disruption within the global supply chain, and aerospace industry, on our business remain uncertain. As we cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the United States and various other countries, what products may be subject to such actions, what actions may be taken by the other countries in retaliation, and what actions we may be able to take to address and mitigate such tariffs, the ultimate financial impact on our results cannot be reasonably estimated but could be material. The impact of tariffs on its business and financial results for the three and six months ended July 4, 2026 was approximately $0.7 million and $3.2 million, respectively, net of $2.0 million of IEEPA tariff refunds.
CRITICAL ACCOUNTING POLICIES
Refer to Note 2, Revenue, to the Consolidated Condensed Financial Statements in Item 1, Financial Statements, of this report for the Company’s critical accounting policies with respect to revenue recognition. For a complete discussion of the Company’s other critical accounting policies, refer to the 2025 10-K.
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to Note 1, Basis of Presentation, to the Consolidated Condensed Financial Statements in Item 1, Financial Statements, of this report.
FORWARD-LOOKING STATEMENTS
Information included or incorporated by reference in this report that does not consist of historical facts, including statements accompanied by or containing words such as “may,” “will,” “should,” “believes,” “expects,” “expected,” “intends,” “plans,” “projects,” “approximate,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “anticipates,” “presume,” and “assume,” and other words and terms of similar meaning, including their negative counterparts, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and are subject to several factors, risks and uncertainties, the impact or occurrence of which could cause actual results to differ materially from the expected results described in the forward-looking statements. Certain of these factors, risks and uncertainties are discussed in the sections of this report entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” New factors, risks and uncertainties may emerge from time to time that may affect the forward-looking statements made herein. Given these factors, risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictive of future results. Except as may be required by law, we disclaim any obligation to update the forward-looking statements made in this report to reflect any change in our expectations with regard thereto, or any changes in events, conditions or circumstances on which any such statement is based.