Item 9A. Controls and Procedures
Item 9A: CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
It is the responsibility of our management to establish, maintain, and monitor disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) are recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Additionally, these disclosure controls include controls and procedures that are designed to accumulate and communicate the information required to be disclosed to our Company’s Chief Executive Officer and Chief Financial Officer, allowing for timely decisions regarding required disclosures.
As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(f). Based on our assessment, we believe that as of July 3, 2021, the Company’s disclosure controls and procedures are effective based on that criteria.
Management’s Report on Internal Control over Financial Reporting
Our management has the responsibility to establish and maintain adequate internal controls over our financial reporting, as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934. Our internal controls are designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our external financial statements in accordance with generally accepted accounting principles (GAAP).
Due to inherent limitations of any internal control system, management acknowledges that there are limitations as to the effectiveness of internal controls over financial reporting and therefore recognize that only reasonable assurance can be gained from any internal control system. Accordingly, our internal control system may not detect or prevent material misstatements in our financial statements and 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 participation of management, including the Chief Executive Officer and Chief Financial Officer, we have performed an assessment of the effectiveness of our internal controls over financial reporting as of July 3, 2021. This assessment was based on the criteria established in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, we believe that as of July 3, 2021, the Company’s internal control over financial reporting is effective based on that criteria.
The effectiveness of the Company's internal control over financial reporting as of July 3, 2021 has been audited by BDO USA LLP, an independent registered public accounting firm, as stated in their report which is included herein.
Changes in Internal Control over Financial Reporting
As previously disclosed, in January 2021, the Company determined that improper accounting resulted in an understatement of cost of goods sold and an overstatement of inventory during the fourth quarter of fiscal year 2020 and the first six months of fiscal year 2021. Subsequent to the matter identified in January 2021, additional inventory accounting errors unrelated to the investigation were also identified by management. As a result, we previously disclosed a material weakness in internal control over financial reporting as of December 26, 2020 and April 3, 2021, in our Quarterly Reports on Form 10-Q for such periods. The material weakness related to the design and operating effectiveness of certain controls over the accounting for inventory as well as the Company’s monitoring activities as it pertained to accounting for inventory at its domestic facilities. During the third and fourth quarters of fiscal year 2021, management implemented, and continues to implement, the following actions to remediate the material weakness and help prevent reoccurrence:
• Implemented a control design enhancement by incorporating an additional level of review related to significant balance sheet accounts for each of our production facilities in Arkansas, Minnesota and Mississippi (the “East Locations”);
• implemented additional controls requiring management to (i) analyze certain inventory balances and the related revenue recognized in each period in each of our East Locations, and (ii) review manual journal entries recorded at our East Locations to ensure proper accounting treatment;
• implemented changes in reporting structures for finance and accounting personnel in the Company’s domestic production facilities and East Division;
• provided enhanced training to financial and operational personnel related to accounting principals generally accepted in the United States, with an emphasis in inventory and the ASC 606 revenue recognition standard;
• implementing a system upgrade to simplify the process for determining the cost of inventory items and providing related training to employees regarding the new system functionality;
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• continue to provide additional training to control owners performing certain controls over the accounting for inventory; and,
• continue to enhance the design of our monitoring control activities, specifically financial and operational oversight, at each facility.
During the fourth quarter of fiscal year 2021, we completed our testing of operating effectiveness of the remedial actions implemented and found that our controls are designed and operating effectively. As a result, we concluded that the material weakness has been remediated as of July 3, 2021.
Except for the remediation actions with respect to the material weakness described above, there have been no significant changes in our internal controls over financial reporting during our fourth fiscal quarter ended July 3, 2021 that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)).
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Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Key Tronic Corporation
Spokane Valley, Washington
Opinion on Internal Control over Financial Reporting
We have audited Key Tronic Corporation’s (the “Company’s”) internal control over financial reporting as of July 3, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 3, 2021, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of July 3, 2021 and June 27, 2020, the related consolidated statements of income (loss), comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended July 3, 2021, and the related notes and schedule and our report dated September 16, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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.
/s/ BDO USA, LLP
Spokane, Washington
September 16, 2021
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Item 9B: OTHER INFORMATION
None
PART III
Item 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors of the Registrant
Information on the nominees for election as Directors of the Company is incorporated by reference from the Company’s definitive proxy statement for the 2021 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A under the Exchange Act no later than 120 days after the end of the Company’s 2021 fiscal year.
Executive Officers of the Registrant
This information is included in a separate item captioned “Executive Officers of the Registrant” in Item 1 of Part 1 of this report pursuant to Instruction G(3) of Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K.
Compliance with Section 16(a) of the Exchange Act:
Information under the caption “Delinquent Section 16(a) Reports” in the Company’s 2021 Proxy Statement is incorporated herein by this reference.
Code of Conduct
The Board of Directors has adopted a written Code of Conduct which applies to its directors and employees, including its executive officers. The Code of Conduct is available on the Company’s website at www.keytronic.com . The Company intends to disclose on its website any amendments to or waivers of the Code of Conduct.
Item 11: EXECUTIVE COMPENSATION
Information appearing under the caption “Executive Compensation” in the Company’s 2021 Proxy Statement is incorporated herein by this reference.
Item 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth the aggregate information for the Company’s equity compensation plans in effect as of July 3, 2021.
EQUITY COMPENSATION PLAN INFORMATION
Plan category Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights
(a) Weighted-average
exercise price of
outstanding options,
warrants, and rights
(b) Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)
(c)
Equity compensation plans approved by security holders (1)
791,250 $ 7.15 688,084
Equity compensation plans not approved by security holders — $ — —
Total 791,250 $ 7.15 688,084
(1) Included are the 1,200,000 shares subject to the 2010 Plan, the issuance of which were approved by the shareholders at the 2010 Annual Meeting. During the 2015 Annual Meeting, an additional 1,000,000 shares were approved. As a result of the shareholder approval, the Company made the decision to amend the cash-settled SARs granted during fiscal year 2010 to stock-settled SARs effective October 21, 2011.
Information under the caption “Beneficial Ownership of Securities” in the Company’s 2021 Proxy Statement is incorporated herein by this reference.
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Item 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information appearing under the caption “Related Person Transactions” and “Directors’ Independence” in the Company’s 2021 Proxy Statement is incorporated herein by this reference.
Item 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information appearing under the caption “Principal Accountant Fees and Services” in the Company’s 2021 Proxy Statement is incorporated herein by this reference.
PART IV
Item 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. FINANCIAL STATEMENTS
Page in Form 10-K
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
31
Consolidated Balance Sheets
33
Consolidated Statements of Income (Loss)
34
Consolidated Statements of Comprehensive Income (Loss)
35
Consolidated Statements of Cash Flows
36
Consolidated Statements of Shareholders’ Equity
37
Notes to Consolidated Financial Statements
3 8
2. SCHEDULES
II. Consolidated Valuation and Qualifying Accounts 70
Other schedules are omitted because of the absence of conditions under which they are required, or because required information is given in the financial statements or notes thereto.
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3. EXHIBITS
Exhibit No. Description
3.1 Articles of Incorporation
3.2 Bylaws, as amended
4.1 Description of the Compan y ’ s securities
10.1* Amended and Restated 1990 Stock Option Plan for Non-Employee Directors, as amended, incorporated by reference to the Company’s 1997 Proxy Statement dated October 10, 1997 (Proposal 2)
10.2* 1995 Executive Stock Option Plan, incorporated by reference to the Company’s 1995 Proxy Statement, pages 19-22 (Proposal 3)
10.3* 2000 Employee Stock Option Plan, incorporated by reference to the Exhibits to the Company’s Form 10-Q for the quarter ended January 1, 2000
10.4* Officers’ Employment Contracts, incorporated by reference to the Company’s 1998 Proxy Statement, pages 10 and 11
10.5* Addenda to Officers’ Employment Contracts, incorporated by reference to Exhibits to the Company’s Form 10-Q for the quarter ended January 1, 2000
10.6* Description of Retention Bonus Plan, incorporated by reference to the Exhibits to the Company’s 10-Q for the quarter ended December 28, 2002
10.7* Addenda to Officers’ Employment Contracts, incorporated by reference to Exhibits to the Company’s Form 10-K for the year ended June 29, 2002
10.8 Promise to execute a Purchase and Sale Agreement with Key Safety Systems de Mexico, S.A. de C.V., incorporated by reference to the Exhibit to the Company’s Form 8-K filed April 26, 2005
10.9 Summary of material terms and conditions of the Purchase and Sale Agreement with Key Safety Systems de Mexico, S.A. de C.V., incorporated by reference to the Exhibit to the Company’s Form 8-K filed June 6, 2005
10.10* Summary of Key Tronic Corporation Long Term Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed September 27, 2005
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10.11* Summary of Key Tronic Corporation Incentive Compensation Plan, incorporated by reference to Exhibit 10.23 to the Company’s Form 10-K for the year ended July 2, 2005
10.12* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2007 and Fiscal Years 2007 – 2009 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed July 28, 2006
10.13 Summary of material terms and conditions of the Purchase and Sale Agreement with Todenko Mexico S.A. de C.V., incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed October 12, 2006
10.14 Summary of material terms and conditions of the Purchase and Sale Agreement with Todenko Mexico S.A. de C.V., incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed November 20, 2006
10.15 Summary of material terms and conditions of the Sale and Purchase Agreement with Adevco Corporation, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed January 5, 2007
10.16 Summary of Second Amendment to Agreement of Sale and Purchase Agreement with Adevco Corporation, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed April 11, 2007
10.17* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2008 and Fiscal Years 2008-2010 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed July 27, 2007
10.18* Summary of Incentive Compensation Plan Performance Goals and Target payments for Fiscal Year 2009 and Fiscal Years 2009 – 2011 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed July 24, 2008
10.19* Summary of Incentive Compensation Plan Performance Goals and Target payments for Fiscal Year 2010 and Fiscal Years 2010 – 2012 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed July 23, 2009
10.20 Financing Agreement with Wells Fargo Bank, N.A., incorporated by reference to the Exhibits to the Company’s Form 8-K filed on August 24, 2009
10.21* 2010 Incentive Plan, incorporated by reference to Exhibit 10.36 to the Company’s Form 10-K for the year ended July 3, 2010
10.22* Employment Contract with Douglas G. Burkhardt, incorporated by reference to Exhibit 10.37 to the Company’s Form 10-K for the year ended July 3, 2010
10.23 Summary of material terms and conditions of the Purchase and Sale Agreement with Autopartes Y Arneses de Mexico S.A. de C.V., incorporated by reference to Exhibit 10.38 to the Company’s Form 10-K for the year ended July 3, 2010
10.24* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2011 and Fiscal Years 2011 – 2013 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed July 23, 2010
10.25* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2012 and Fiscal Years 2012 – 2014 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed August 2, 2011
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10.26* Amendment to Employment Contract of Craig D. Gates, dated August 23, 2011; of Ronald F. Klawitter, dated August 23, 2011 and of Douglas G. Burkhardt dated September 6, 2011; incorporated by reference to the Exhibits to the Company’s Form 10-K for the year ended July 2, 2011 filed on September 12, 2011
10.27 Second Loan Modification Agreement to the Credit Agreement with Wells Fargo Bank, N.A., incorporated by reference to the Exhibits to the Company’s Form 8-K filed on February 2, 2012
10.28* Amendment to Employment Contract of Craig D. Gates, dated May 10, 2012, incorporated by reference to the Exhibits to the Company’s Form 10-Q filed on May 14, 2012
10.29* Amendment to Employment Contract of Douglas G. Burkhardt dated May 10, 2012; incorporated by reference to the Exhibits to the Company’s Form 10-Q filed on May 14, 2012
10.30* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2013 and Fiscal Years 2013 – 2015 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed August 7, 2012
10.31* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2014 and Fiscal Years 2014 – 2016 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed August 6, 2013
10.32* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2015 and Fiscal Years 2015 – 2017 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed August 1, 2014
10.33 Summary of material terms and conditions of the Stock Purchase Agreement with CDR Manufacturing and Amended and Restated Credit Agreement with Wells Fargo Bank, N. A. incorporated by reference to the Company’s Form 8-K filed September 9, 2014
10.34* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2016 and Fiscal Years 2016 – 2018 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed July 30, 2015
10.35 First Amendment to Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, incorporated by reference to the Company's Form 8-K filed August 11, 2015
10.36 Second Replacement Revolving Line of Credit Note with Wells Fargo Bank, National Association, incorporated by reference to the Company's Form 8-K filed August 11, 2015
10.37* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2017 and Fiscal Years 2017 – 2019 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed July 29, 2016
10.38* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2018 and Fiscal Years 2018 – 2020 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed August 22, 2017
10.39 Announcement of contract awarded with SkyBell Technologies, a global leader in patented Wi-Fi video doorbell technology incorporated by reference to the Company’s Form 8-K filed May 1, 2018
10.40* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2019 and Fiscal Years 2019 – 2021 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed August 2, 2018
67
10.41 Announcement of award of $6.7 million following the conclusion of a previously disclosed arbitration proceeding incorporated by reference to the Company's Form 8-K filed September 5, 2018
10.42 Announcement that the Company has signed a letter of intent to lease a new facility in Da Nang, Vietnam
10.43* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2020 and Fiscal Years 2020 – 2022 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed July 30, 2019
10.44* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2021 and Fiscal Years 2021 – 2023 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed July 27, 2020
10.45* Summary of Incentive Compensation Plan Performance Goals and Target Payments for Fiscal Year 2022 and Fiscal Years 2022 – 2024 Long Term Incentive Plan Performance Measures and Awards incorporated by reference to the Company’s Form 8-K filed August 13, 2021
10.46 Loan and Security Agreement, dated August 14, 2020, among the Company, Bank of America, N.A, and certain other parties, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed August 17, 2020
10.47 Second Amendment to Loan and Security Agreement, dated September 3, 2021, among the Company, Bank of America, N.A, and certain other parties, incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed September 10, 2021
21 Subsidiaries of Registrant, submitted herewith
23.1 Consent of Independent Registered Public Accounting Firm, submitted herewith
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer, submitted herewith
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer, submitted herewith
32.1 Section 1350 Certification of Chief Executive Officer, submitted herewith
32.2 Section 1350 Certification of Chief Financial Officer, submitted herewith
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 **
68
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extention information contained in Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE)
* Management contract or compensatory plan or arrangement
69
SCHEDULE II
KEY TRONIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FISCAL YEARS ENDED JULY 3, 2021, JUNE 27, 2020, AND JUNE 29, 2019
Fiscal Year Ended
2021 2020 2019
(in thousands)
Allowance for Obsolete Inventory
Balance at beginning of year $ 1,968 $ 1,792 $ 1,458
Provisions 753 136 91
Dispositions ( 1,296 ) 40 243
Balance at end of year $ 1,425 $ 1,968 $ 1,792
Allowance for Doubtful Accounts
Balance at beginning of year $ 609 $ 58 $ —
Provisions (Recovery) 117 551 58
Write-offs ( 451 ) — —
Balance at end of year $ 275 $ 609 $ 58
Item 16: FORM 10-K SUMMARY
None
70
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 16, 2021
KEY TRONIC CORPORATION
By: /s/ Craig D. Gates
Craig D. Gates, President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
/s/ Craig D. Gates September 16, 2021
Craig D. Gates Date
Director and President and Chief Executive Officer
(Principal Executive Officer)
/s/ Brett R. Larsen September 16, 2021
Brett R. Larsen Date
Executive Vice President of Administration, Chief Financial Officer and Treasurer
(Principal Financial Officer)
/s/ Ronald F. Klawitter September 16, 2021
Ronald F. Klawitter, Director Date
/s/ James R. Bean September 16, 2021
James R. Bean, Director Date
/s/ Subodh K. Kulkarni September 16, 2021
Subodh K. Kulkarni, Director Date
/s/ Yacov A. Shamash September 16, 2021
Yacov A. Shamash, Director Date
/s/ Patrick Sweeney September 16, 2021
Patrick Sweeney, Director and Chairman of the Board Date
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