Minnesota | 41-1424202 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
11409 Valley View Road, Eden Prairie, Minnesota | 55344 | |
(Address of principal executive offices) | (Zip Code) | |
(952) 829-9217 | ||
(Registrants telephone number, including area code) |
Large accelerated filer [ ] |
Accelerated filer [ ]
|
|
Non-accelerated filer [X] |
Smaller reporting company [X]
|
|
Emerging growth company [ ]
|
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | NVEC | The NASDAQ Stock Market, LLC |
(Unaudited) December 31, 2020 |
March 31, 2020* | ||||||
ASSETS | |||||||
Current assets | |||||||
Cash and cash equivalents
|
$ | 13,988,308 | $ | 8,065,594 | |||
Marketable securities, short-term
|
11,115,094 | 19,084,814 | |||||
Accounts receivable, net of allowance for uncollectible
accounts of $15,000
|
3,161,308 | 2,694,018 | |||||
Inventories
|
3,842,477 | 3,884,450 | |||||
Prepaid expenses and other assets
|
570,018 | 655,835 | |||||
Total current assets | 32,677,205 | 34,384,711 | |||||
Fixed assets | |||||||
Machinery and equipment
|
9,280,062 | 9,280,062 | |||||
Leasehold improvements
|
1,810,872 | 1,797,245 | |||||
11,090,934 | 11,077,307 | ||||||
Less accumulated depreciation and amortization
|
10,724,866 | 10,494,840 | |||||
Net fixed assets | 366,068 | 582,467 | |||||
Deferred tax assets | - | 108,119 | |||||
Marketable securities, long-term | 40,656,967 | 43,606,495 | |||||
Right-of-use asset operating lease | 720,618 | 816,358 | |||||
Total assets | $ | 74,420,858 | $ | 79,498,150 | |||
LIABILITIES AND SHAREHOLDERS EQUITY | |||||||
Current liabilities | |||||||
Accounts payable
|
$ | 136,673 | $ | 186,993 | |||
Accrued payroll and other
|
505,428 | 482,074 | |||||
Operating lease
|
106,843 | 127,134 | |||||
Total current liabilities | 748,944 | 796,201 | |||||
Deferred tax liabilities | 89,420 | - | |||||
Operating lease | 613,775 | 706,600 | |||||
Total liabilities | 1,452,139 | 1,502,801 | |||||
Shareholders equity | |||||||
Common stock, $0.01 par value,
6,000,000 shares authorized; 4,833,232 issued
and outstanding as of December 31, 2020 and 4,835,038 as of March 31, 2020 |
48,332 | 48,350 | |||||
Additional paid-in capital
|
19,333,852 | 19,383,956 | |||||
Accumulated other comprehensive income
|
1,483,409 | 516,523 | |||||
Retained earnings
|
52,103,126 | 58,046,520 | |||||
Total shareholders equity | 72,968,719 | 77,995,349 | |||||
Total liabilities and shareholders equity | $ | 74,420,858 | $ | 79,498,150 |
Quarter Ended December 31 | |||||||
2020 | 2019 | ||||||
Revenue | |||||||
Product sales
|
$ | 6,332,349 | $ | 6,160,967 | |||
Contract research and development
|
201,013 | 303,629 | |||||
Total revenue | 6,533,362 | 6,464,596 | |||||
Cost of sales | 1,075,048 | 1,263,806 | |||||
Gross profit | 5,458,314 | 5,200,790 | |||||
Expenses | |||||||
Research and development
|
702,216 | 771,468 | |||||
Selling, general, and administrative
|
311,356 | 327,989 | |||||
Total expenses | 1,013,572 | 1,099,457 | |||||
Income from operations | 4,444,742 | 4,101,333 | |||||
Interest income | 365,498 | 443,478 | |||||
Income before taxes | 4,810,240 | 4,544,811 | |||||
Provision for income taxes | 884,531 | 814,147 | |||||
Net income | $ | 3,925,709 | $ | 3,730,664 | |||
Net income per share basic | $ | 0.81 | $ | 0.77 | |||
Net income per share diluted | $ | 0.81 | $ | 0.77 | |||
Cash dividends declared per common share | $ | 1.00 | $ | 1.00 | |||
Weighted average shares outstanding | |||||||
Basic
|
4,833,232 | 4,846,010 | |||||
Diluted
|
4,833,261 | 4,847,436 |
Quarter Ended December 31 | |||||||
2020 | 2019 | ||||||
Net income | $ | 3,925,709 | $ | 3,730,664 | |||
Unrealized (loss) gain from marketable securities, net of tax | (145,452 | ) | 31,237 | ||||
Comprehensive income | $ | 3,780,257 |
$ | 3,761,901 |
Nine Months Ended Dec. 31 | |||||||
2020 | 2019 | ||||||
Revenue | |||||||
Product sales
|
$ | 14,850,157 | $ | 18,434,039 | |||
Contract research and development
|
653,252 | 827,198 | |||||
Total revenue | 15,503,409 | 19,261,237 | |||||
Cost of sales | 2,852,757 | 3,701,941 | |||||
Gross profit | 12,650,652 | 15,559,296 | |||||
Expenses | |||||||
Research and development
|
2,399,164 |
2,671,131 | |||||
Selling, general, and administrative
|
1,024,549 |
1,026,448 | |||||
Total expenses | 3,423,713 | 3,697,579 | |||||
Income from operations |
9,226,939 |
11,861,717 | |||||
Interest income | 1,166,102 | 1,358,826 | |||||
Income before taxes |
10,393,041 |
13,220,543 | |||||
Provision for income taxes | 1,833,127 | 2,060,398 | |||||
Net income | $ |
8,559,914 |
$ | 11,160,145 | |||
Net income per share basic | $ | 1.77 | $ | 2.30 | |||
Net income per share diluted | $ | 1.77 | $ | 2.30 | |||
Cash dividends declared per common share | $ | 3.00 | $ | 3.00 | |||
Weighted average shares outstanding | |||||||
Basic
|
4,834,324 | 4,846,010 | |||||
Diluted
|
4,834,411 | 4,848,506 |
Nine Months Ended Dec. 31 | |||||||
2020 | 2019 | ||||||
Net income | $ | 8,559,914 | $ | 11,160,145 | |||
Unrealized gain from marketable securities, net of tax | 966,886 | 780,016 | |||||
Comprehensive income | $ | 9,526,800 | $ | 11,940,161 |
|
Additional Paid-In Capital |
Accumulated Other Comprehen- sive Income |
Retained Earnings |
|||||||||||||||||
Common Stock | ||||||||||||||||||||
Shares | Amount | Total | ||||||||||||||||||
Balance as of March 31, 2020 | 4,835,038 | $ | 48,350 | $ | 19,383,956 | $ | 516,523 | $ | 58,046,520 | $ | 77,995,349 | |||||||||
Comprehensive income:
|
||||||||||||||||||||
Unrealized gain on
marketable securities,
net of tax |
1,242,662 | 1,242,662 | ||||||||||||||||||
Net income
|
2,411,865 | 2,411,865 | ||||||||||||||||||
Total comprehensive income
|
3,654,527 | |||||||||||||||||||
Stock-based compensation
|
2,707 | 2,707 | ||||||||||||||||||
Cash dividends declared
($1.00 per share of
common stock) |
(4,835,038 | ) | (4,835,038 | ) | ||||||||||||||||
Balance as of June 30, 2020 | 4,835,038 | 48,350 | 19,386,663 | 1,759,185 | 55,623,347 | 76,817,545 | ||||||||||||||
Repurchase of common stock
|
(1,806 | ) | (18 | ) | (91,401 | ) | (91,419 | ) | ||||||||||||
Comprehensive income:
|
||||||||||||||||||||
Unrealized loss on
marketable securities,
net of tax |
(130,324 | ) | (130,324 | ) | ||||||||||||||||
Net income
|
2,222,340 | 2,222,340 | ||||||||||||||||||
Total comprehensive income
|
2,092,016 | |||||||||||||||||||
Stock-based compensation
|
34,315 | 34,315 | ||||||||||||||||||
Cash dividends declared
($1.00 per share of
common stock) |
(4,835,038 | ) | (4,835,038 | ) | ||||||||||||||||
Balance as of September 30, 2020 | 4,833,232 | 48,332 | 19,329,577 | 1,628,861 | 53,010,649 | 74,017,419 | ||||||||||||||
Comprehensive income:
|
||||||||||||||||||||
Unrealized loss on
marketable securities,
net of tax |
(145,452 | ) | (145,452 | ) | ||||||||||||||||
Net income
|
3,925,709 | 3,925,709 | ||||||||||||||||||
Total comprehensive income
|
3,780,257 | |||||||||||||||||||
Stock-based compensation
|
4,275 | 4,275 | ||||||||||||||||||
Cash dividends declared
($1.00 per share of
common stock) |
(4,833,232 | ) | (4,833,232 | ) | ||||||||||||||||
Balance as of December 31, 2020 | 4,833,232 | $ | 48,332 | $ | 19,333,852 | $ | 1,483,409 | $ | 52,103,126 | $ | 72,968,719 |
|
Additional Paid-In Capital |
Accumulated Other Comprehen- sive (Loss) Income |
Retained Earnings |
|||||||||||||||||
Common Stock | ||||||||||||||||||||
Shares | Amount | Total | ||||||||||||||||||
Balance as of March 31, 2019 | 4,846,010 | $ | 48,460 | $ | 19,910,558 | $ | (82,725 | ) | $ | 62,903,918 | $ | 82,780,211 | ||||||||
Comprehensive income:
|
||||||||||||||||||||
Unrealized gain on
marketable securities,
net of tax |
570,063 | 570,063 | ||||||||||||||||||
Net income
|
3,607,419 | 3,607,419 | ||||||||||||||||||
Total comprehensive income
|
4,177,482 | |||||||||||||||||||
Cash dividends declared
($1.00 per share of
common stock) |
(4,846,010 | ) | (4,846,010 | ) | ||||||||||||||||
Balance as of June 30, 2019 | 4,846,010 | 48,460 | 19,910,558 | 487,338 | 61,665,327 | 82,111,683 | ||||||||||||||
Comprehensive income:
|
||||||||||||||||||||
Unrealized gain on
marketable securities,
net of tax |
178,716 | 178,716 | ||||||||||||||||||
Net income
|
3,822,062 | 3,822,062 | ||||||||||||||||||
Total comprehensive income
|
4,000,778 | |||||||||||||||||||
Stock-based compensation
|
48,360 | 48,360 | ||||||||||||||||||
Cash dividends declared
($1.00 per share of
common stock) |
(4,846,010 | ) | (4,846,010 | ) | ||||||||||||||||
Balance as of September 30, 2019 | 4,846,010 | 48,460 | 19,958,918 | 666,054 | 60,641,379 | 81,314,811 | ||||||||||||||
Comprehensive income:
|
||||||||||||||||||||
Unrealized gain on
marketable securities,
net of tax |
31,237 | 31,237 | ||||||||||||||||||
Net income
|
3,730,664 | 3,730,664 | ||||||||||||||||||
Total comprehensive income
|
3,761,901 | |||||||||||||||||||
Cash dividends declared
($1.00 per share of
common stock) |
(4,846,010 | ) | (4,846,010 | ) | ||||||||||||||||
Balance as of December 31, 2019 | 4,846,010 | $ | 48,460 | $ | 19,958,918 | $ | 697,291 | $ | 59,526,033 | $ | 80,230,702 |
Nine Months Ended Dec. 31 | |||||||
2020 | 2019 | ||||||
OPERATING ACTIVITIES | |||||||
Net income | $ | 8,559,914 | $ | 11,160,145 | |||
Adjustments to reconcile net income to net cash
provided by operating activities:
|
|||||||
Depreciation and amortization
|
386,968 | 403,691 | |||||
Stock-based compensation
|
41,297 | 48,360 | |||||
Deferred income taxes
|
(73,269 | ) | 71,800 | ||||
Changes in operating assets and liabilities:
|
|||||||
Accounts receivable
|
(467,290 | ) | 876,601 | ||||
Inventories
|
41,973 | 105,134 | |||||
Prepaid expenses and other assets
|
181,557 | 80,746 | |||||
Accounts payable and other liabilities
|
(140,082 | ) | (210,172 | ) | |||
Net cash provided by operating activities | 8,531,068 | 12,536,305 | |||||
INVESTING ACTIVITIES | |||||||
Purchases of fixed assets | (13,627 | ) | (26,076 | ) | |||
Purchases of marketable securities | - | (7,196,330 | ) | ||||
Proceeds from maturities of marketable securities | 12,000,000 | 12,500,000 | |||||
Cash provided by investing activities | 11,986,373 | 5,277,594 | |||||
FINANCING ACTIVITIES | |||||||
Repurchase of common stock | (91,419 | ) | - | ||||
Payment of dividends to shareholders | (14,503,308 | ) | (14,538,030 | ) | |||
Cash used in financing activities | (14,594,727 | ) | (14,538,030 | ) | |||
Increase in cash and cash equivalents | 5,922,714 | 3,275,869 | |||||
Cash and cash equivalents at beginning of period | 8,065,594 | 6,877,304 | |||||
Cash and cash equivalents at end of period | $ | 13,988,308 | $ | 10,153,173 | |||
Supplemental disclosures of cash flow information: | |||||||
Cash paid during the period for income taxes
|
$ | 1,636,788 | $ | 1,931,661 |
Quarter Ended Dec. 31 | |||
2020 | 2019 | ||
Weighted average common shares outstanding basic | 4,833,232 | 4,846,010 | |
Dilutive effect of stock options | 29 | 1,426 | |
Shares used in computing net income per share diluted | 4,833,261 | 4,847,436 |
Nine Months Ended Dec. 31 | |||
2020 | 2019 | ||
Weighted average common shares outstanding basic | 4,834,324 | 4,846,010 | |
Dilutive effect of stock options | 87 | 2,496 | |
Shares used in computing net income per share diluted | 4,834,411 | 4,848,506 |
Total | <1 Year | 13 Years | 35 Years | |||||||
$ | 65,694,022 | $ | 25,037,055 | $ | 34,142,192 | $ | 6,514,775 |
As of December 31, 2020 | As of March 31, 2020 | ||||||||||||||||
Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||||||||
Money market funds | $ | 13,921,961 | $ | - | $ | 13,921,961 | $ | 7,903,433 | $ | - | $ | 7,903,433 | |||||
Corporate bonds | - | 51,772,061 | 51,772,061 | - | 62,691,309 | 62,691,309 | |||||||||||
Total | $ | 13,921,961 | $ | 51,772,061 | $ | 65,694,022 | $ | 7,903,433 | $ | 62,691,309 | $ | 70,594,742 |
As of December 31, 2020 | As of March 31, 2020 | ||||||||||||||||||||||||
Amortized Cost |
Gross Unrealized Holding Gains |
Gross Unrealized Holding Losses |
Estimated Fair Value |
Amortized Cost |
Gross Unrealized Holding Gains |
Gross Unrealized Holding Losses |
Estimated Fair Value |
||||||||||||||||||
Money market funds |
$ | 13,921,961 | $ | - | $ | - | $ | 13,921,961 | $ | 7,903,433 | $ | - | $ | - | $ | 7,903,433 | |||||||||
Corporate bonds | 49,873,178 | 1,898,883 | - | 51,772,061 | 62,030,120 | 752,621 | (91,432 | ) | 62,691,309 | ||||||||||||||||
Total | $ | 63,795,139 | $ | 1,898,883 | $ | - | $ | 65,694,022 | $ | 69,933,553 | $ | 752,621 | $ | (91,432 | ) | $ | 70,594,742 |
Dec. 31,
2020 |
March
31, 2020 |
||||
Raw materials | $ | 839,102 | $ | 1,017,451 | |
Work in process | 1,959,692 | 1,863,000 | |||
Finished goods | 1,043,683 | 1,003,999 | |||
Total inventories | $ | 3,842,477 | $ | 3,884,450 |
Quarter Ended Dec. 31, 2020 |
Nine Months Ended Dec. 31, 2020 |
||||||
Operating lease cost | $ | 38,641 | $ | 115,923 | |||
Variable lease cost | 30,608 | 91,824 | |||||
Total | $ | 69,249 | $ | 207,747 | |||
Cash paid for amounts included in the measurement of lease liabilities | |||||||
Operating cash flows for leases
|
$ | 44,433 | $ | 133,299 | |||
Remaining lease term | 63 months | ||||||
Discount rate | 3.5 | % | |||||
The following table presents the maturities of lease liabilities as of December 31, 2020: |
|||||||
Year Ending March 31 | Operating Leases | ||||||
2021 | $ | (4,762 | ) | ||||
2022 | 152,703 | ||||||
2023 | 156,121 | ||||||
2024 | 159,592 | ||||||
2025 | 163,224 | ||||||
2026 | 165,947 | ||||||
Total lease payments | 792,825 |
||||||
Imputed lease interest | (72,207 | ) | |||||
Total lease liabilities | $ | 720,618 |
Percentage
of Revenue Quarter Ended December 31 |
Quarter- to-Quarter Change |
|||||||
2020 | 2019 | |||||||
Revenue | ||||||||
Product sales
|
96.9 | % | 95.3 | % | 2.8 | % | ||
Contract research and development
|
3.1 | % | 4.7 | % | (33.8 | )% | ||
Total revenue | 100.0 | % | 100.0 | % | 1.1 | % | ||
Cost of sales | 16.5 | % | 19.5 | % | (14.9 | )% | ||
Gross profit | 83.5 | % | 80.5 | % | 5.0 | % | ||
Expenses | ||||||||
Research and development
|
10.7 | % | 12.0 | % | (9.0 | )% | ||
Selling, general, and administrative
|
4.8 | % | 5.1 | % | (5.1 | )% | ||
Total expenses | 15.5 | % | 17.1 | % | (7.8 | )% | ||
Income from operations | 68.0 | % | 63.4 | % | 8.4 | % | ||
Interest income | 5.6 | % | 6.9 | % | (17.6 | )% | ||
Income before taxes | 73.6 | % | 70.3 | % | 5.8 | % | ||
Provision for income taxes | 13.5 | % | 12.6 | % | 8.6 | % | ||
Net income | 60.1 | % | 57.7 | % | 5.2 | % |
Percentage
of Revenue Nine Months Ended Dec. 31 |
Period- to-Period Change |
|||||||
2020 | 2019 | |||||||
Revenue | ||||||||
Product sales
|
95.8 | % | 95.7 | % | (19.4 | )% | ||
Contract research and development
|
4.2 | % | 4.3 | % | (21.0 | )% | ||
Total revenue | 100.0 | % | 100.0 | % | (19.5 | )% | ||
Cost of sales | 18.4 | % | 19.2 | % | (22.9 | )% | ||
Gross profit | 81.6 | % | 80.8 | % | (18.7 | )% | ||
Expenses | ||||||||
Research and development
|
15.5 | % | 13.9 | % | (10.2 | )% | ||
Selling, general, and administrative
|
6.6 | % | 5.3 | % | (0.2 | )% | ||
Total expenses | 22.1 | % | 19.2 | % | (7.4 | )% | ||
Income from operations | 59.5 | % | 61.6 | % | (22.2 | )% | ||
Interest income | 7.5 | % | 7.0 | % | (14.2 | )% | ||
Income before taxes | 67.0 | % | 68.6 | % | (21.4 | )% | ||
Provision for income taxes | 11.8 | % | 10.7 | % | (11.0 | )% | ||
Net income | 55.2 | % | 57.9 | % | (23.3 | )% |
Exhibit #
|
Description
|
10 | Amendment No. 6 to Supplier Partnering Agreement
between Abbott and the company (incorporated by reference to the Form 8-K/A filed
December 21, 2020). |
31.1 | Certification by Daniel A. Baker pursuant to Rule 13a-14(a)/15d-14(a). |
31.2 | Certification by Curt A. Reynders pursuant
to Rule 13a-14(a)/15d-14(a). |
32 | Certification by Daniel A. Baker and Curt
A. Reynders pursuant to 18 U.S.C. Section 1350. |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
NVE CORPORATION | |
(Registrant) | |
January 20, 2021
|
/s/ DANIEL A. BAKER |
Date
|
Daniel A. Baker |
President and Chief Executive Officer | |
January 20, 2021
|
/s/ CURT A. REYNDERS |
Date
|
Curt A. Reynders |
Chief Financial Officer |
Exhibit 31.1
CERTIFICATION
I, Daniel A. Baker,
certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of NVE Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrants other certifying
officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
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;
(c)
Evaluated the effectiveness of the registrants disclosure controls
and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants most
recent fiscal quarter (the registrants fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial reporting;
and
5.
The registrants other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: January 20, 2021
/s/ DANIEL A. BAKER | ||
Daniel A. Baker | ||
President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Curt A. Reynders, certify
that:
1. I have reviewed this Quarterly Report on Form 10-Q of NVE Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrants other certifying
officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
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;
(c)
Evaluated the effectiveness of the registrants disclosure controls
and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants most
recent fiscal quarter (the registrants fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial reporting;
and
5.
The registrants other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: January 20, 2021
| /s/ CURT A. REYNDERS | |
Curt A. Reynders | ||
Chief Financial Officer |