Item 1. Business
ITEM
1. BUSINESS.
Overview
Pioneer
Power Solutions, Inc. and its wholly owned subsidiaries (referred to herein as the “Company,” “Pioneer,”
“Pioneer Power,” “we,” “our” and “us”) design, manufacture, integrate, refurbish,
service, distribute and sell electric power systems, distributed energy resources, used and new power generation equipment and
mobile electric vehicle (“EV”) charging solutions. Our products and services are sold to a broad range of customers
in the utility, industrial and commercial markets. Our customers include, but are not limited to, electric, gas and water utilities,
data center developers and owners, EV charging infrastructure developers and owners, and distributed energy developers. The Company
is headquartered in Fort Lee, New Jersey and operates from three (3) additional locations in the U.S. for manufacturing, service
and maintenance, engineering, and sales and administration.
We
intend to grow our business through continued internal product development and expansion of our engineering, sales and marketing
personnel.
Description
of Business Segments
We
have two reportable segments: Transmission & Distribution Solutions (“T&D Solutions”) and Critical Power Solutions
(“Critical Power”).
● Our
T&D Solutions business provides equipment solutions, including e-Bloc, that help
customers effectively and efficiently protect, control, transfer, monitor and manage
their electric energy requirements. These solutions are marketed principally through
our Pioneer Custom Electrical Products Corp. (“PCEP”) brand name.
● Our
Critical Power business provides customers with our suite of mobile E-BOOST© EV
charging solutions, new and refurbished power generation equipment and all forms of service
and maintenance on our customers’ power generation equipment. These products and
services are marketed by our operations headquartered in Minnesota, currently doing business
under both the Titan Energy Systems Inc. (“Titan”) and Pioneer Critical Power
brand names.
Disposition of Business Units
Sale of Pioneer Critical Power, Inc.
On January 22, 2019, Pioneer Critical Power,
Inc., a Delaware corporation (“PCPI”), a wholly-owned subsidiary of the Company within the T&D Solutions segment,
CleanSpark and CleanSpark Acquisition, Inc., a Delaware corporation (“Merger Sub”), entered into an Agreement and Plan
of Merger (the “Merger Agreement”), pursuant to which, among other things, Merger Sub merged with and into PCPI, with
PCPI becoming a wholly-owned subsidiary of the CleanSpark and the surviving company of the merger (the “Merger”).
At the effective date of the Merger, all
of the issued and outstanding shares of common stock of PCPI, par value $0.01 per share, were converted into the right to receive
(i) 175,000 shares of common stock, par value $0.001 per share (“CleanSpark Common Stock”), of CleanSpark, (ii) a five-year
warrant to purchase 50,000 shares of CleanSpark Common Stock at an exercise price of $16.00 per share, and (iii) a five-year warrant
to purchase 50,000 shares of CleanSpark Common Stock at an exercise price of $20.00 per share. The share quantities and exercise
prices of warrants reflect the 10:1 reverse stock split completed by CleanSpark in December 2019.
During the year ended December 31, 2020,
the Company sold all of the CleanSpark Common Stock and warrants to purchase CleanSpark Common Stock it received in connection
with the Merger Agreement and recorded proceeds of $2.4 million. The gain from the sale was partially offset by a mark to market
adjustment of $1.4 million resulting in a net gain of $968 to other (income) expense in the accompanying statements of operations.
Warrants at fair value were previously recorded at inception as long term within other assets.
In connection with the Merger Agreement,
the Company, CleanSpark and PCPI entered into an Indemnity Agreement (the “Indemnity Agreement”), dated January 22,
2019, pursuant to which the Company agreed to assume the liabilities and obligations related to the claims made by Myers Powers
Products, Inc. in the then-pending case titled Myers Power Products, Inc. v. Pioneer Power Solutions, Inc., Pioneer Custom Electrical
Products, Corp., et al. , Los Angeles County Superior Court Case No. BC606546 (the “Myers Power Case”) as they may
relate to PCPI or CleanSpark after the closing of the Merger.
In connection with entry into the Merger
Agreement, the Company and CleanSpark entered into a Contract Manufacturing Agreement (the “Contract Manufacturing Agreement”),
dated as of January 22, 2019, pursuant to which the Company will manufacture paralleling switchgear, automatic transfer switches
and related control and circuit protective equipment (collectively, “Products”) exclusively for purchase by CleanSpark.
CleanSpark will purchase the Products via purchase orders issued to the Company at any time and from time to time. The price for
the Products payable by CleanSpark to the Company will be negotiated on a case by case basis. The Contract Manufacturing Agreement
had a term of 18 months and expired during the third quarter of 2020.
In connection with entry into the Merger
Agreement, the Company and CleanSpark entered into a Non-Competition and Non-Solicitation Agreement (the “Non-Compete Agreement”),
dated January 22, 2019, pursuant to which the Company agreed not to, among other things, own, manage, operate, finance, control,
advise, render services to or guarantee the obligations of any person or entity that engages in or plans to engage in the design,
manufacture, distribution and service of paralleling switchgear, automatic transfer switches, and related products (the “Restricted
Business”). The Company agreed not to engage in the Restricted Business within any state or county within the United States
in which CleanSpark or the surviving company of the Merger conducts such Restricted Business for a period of four (4) years from
the date of the Non-Compete Agreement.
In addition, the Company also agreed, for
a period of four (4) years from the date of the Non-Compete Agreement, not to, among other things, directly or indirectly (i) solicit,
induce, or attempt to induce customers, suppliers, licensees, licensors, franchisees, consultants of the Restricted Business as
conducted by the Company, CleanSpark or the surviving company to cease doing business with the surviving company or CleanSpark
or (ii) solicit, recruit, or encourage any of the surviving company’s or CleanSpark’s employees, or independent contractors
to discontinue their employment or engagement with the surviving company or CleanSpark.
The Merger resulted in the deconsolidation
of PCPI and a gain of $4.2 million in the first quarter of 2019. The fair value of the investment in the CleanSpark Common Stock
was determined using quoted market prices, and the fair value of the investment in the warrants was established using a Black Scholes
model.
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Sale of Transformer Business Units
On June 28, 2019, the Company entered into
a Stock Purchase Agreement (the “Stock Purchase Agreement”), by and among the Company, Electrogroup Canada, Inc., a
wholly owned subsidiary of the Company (“Electrogroup”), Jefferson Electric, Inc., a wholly owned subsidiary of the
Company (“Jefferson”), JE Mexican Holdings, Inc., a wholly owned subsidiary of the Company (“JE Mexico,”
and together with Electrogroup and Jefferson, the “Disposed Companies”), Nathan Mazurek (Chief Executive Officer of
the Company), Pioneer Transformers L.P. (the “US Buyer”) and Pioneer Acquireco ULC (the “Canadian Buyer,”
and together with the US Buyer, the “Buyer”). Pursuant to the terms of the Stock Purchase Agreement, the Company agreed
to sell (i) all of the issued and outstanding equity interests of Electrogroup to the Canadian Buyer and (ii) all of the issued
and outstanding equity interests of Jefferson and JE Mexico to the US Buyer (the “Equity Transaction”), for a purchase
price of $68.0 million. Included in the purchase price, the Company received two subordinated promissory notes, issued by the Buyer,
in the aggregate principal amount of $5.0 million and $2.5 million, for a total aggregate principal amount of $7.5 million (the
“Seller Notes”). During the fourth quarter of 2019, the Company and the Buyer, pursuant to the Stock Purchase Agreement,
completed the net working capital adjustment, which resulted in the Company paying the Buyer $1.8 million in cash and reducing
the principal amount of the $5.0 million Seller Note to $3.2 million. During the second quarter of 2020, the Company recognized
an additional reduction to the principal amount of the Seller Note of $194 for a valid claim paid by the Buyer on behalf of the
Company. Including the reduction to the principal amount for the valid claim, the Company has revalued the Seller Notes for an
appropriate imputed interest rate, resulting in a change to the value of the Seller Notes at December 31, 2021 of $428, for a carrying
value of $5.8 million, which is included within notes receivable (see Note 8 - Notes Receivable).
The transaction was consummated on August
16, 2019. Pioneer sold to the Buyer all of the assets and liabilities associated with its liquid-filled transformer and dry-type
transformer manufacturing businesses within the Company’s T&D Solutions segment. Pioneer Power retained its switchgear
manufacturing business within the T&D Solutions segment, as well as all of the operations associated with its Critical Power
segment.
T&D
Solutions Segment
We
design, manufacture, integrate and sell a wide range of distribution and transmission equipment, including e-Bloc, and our emphasis
is to provide custom engineered power solutions, including EV charging solutions, which we estimate currently represents all of
our T&D revenue. We believe that demand for our solutions is driven primarily by new installations, customer growth and the
global transition to renewable energy.
We
distinguish ourselves by producing a wide range of engineered-to-order equipment, sold either directly to end users, engineering,
procurement and construction (“EPC”) firms or through electrical distributors. We serve customers in a variety of
industries including, but not limited to, utilities, EV charging infrastructure and data center developers and owners, distributed
energy resource developers, EPC contractors and renewable energy developers and producers.
Our
focus has been on expanding the sales of our e-Bloc power solutions, and as a result, in December 2021, we received a $12 million order for use by one of the largest mass merchandisers retailers in the world. This order was secured through one of our
distributed energy resource developers and is expected to ship during 2022.
Summary
of T&D Solutions Segment Offerings
Product
Category
Solutions
Power
Systems
▪ Integrated
Power Centers (“IPC”): indoor and outdoor power systems integrating any combinations of the following, but not
limited to: switchgear, controls, engine generator sets, energy storage, fuel cells, solar power and EV charging solutions
marketed and or internally designated as “e-Bloc” power solutions.
Circuit
Protective Equipment
▪ Low
and medium voltage switchgear, switchboards and automatic transfer switches.
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We
design, manufacture and integrate these offerings at our facility in Southern California.
Critical
Power Segment
Our
Critical Power business designs, manufactures and sells mobile EV charging solutions under our E-BOOST suite of products, in addition
to refurbishing and reselling used power generation equipment, distributing new power generation equipment and performing service
and maintenance on our customers’ existing power generation equipment. Many of these systems are used to maintain reliable,
primary, peak shaving or emergency standby power at facilities where it is required or where the potential consequences of
a power outage make it necessary, such as at major national retailers, hospitals, data centers, communications facilities, factories,
military sites, office complexes and other critical operations.
Summary
of Critical Power Segment Offerings
Product
Category
Solutions
Suite
of
E-BOOST Products
▪ E-BOOST
G.O.A.T. (Generator on a Truck) is a truck-mounted option that brings on-demand, high-capacity
charging to EV truck and car owners at any convenient location.
▪
E-BOOST Mobile is a trailer-mounted solution that provides multiple options for towing and can be available at specific
businesses, large sports and cultural events and can be relocated with minimal effort on short notice.
▪
E-BOOST Pod is a stationary EV charging solution with customizable higher capacity that can also service other power needs especially
in emergency situations, such as a power outage, serving as a back-up power source with convenient power connectors and outlets
available on board.
Power
Generation
Equipment
▪ Engine-generator
sets: power generation equipment with up to 2 MW of power output per genset, sourced
from several manufacturers and available for install by our expert, licensed technicians.
▪
Available individually or in multi-unit paralleled configurations. Fuel options include liquid propane, natural gas, diesel
and bi-fuel.
▪
Uninterruptible Power Supply (UPS) systems.
Service
▪ Scheduled
preventative maintenance, and 24/7 repair and support services provided for all makes
and models of power generation equipment under one to five year contracts.
▪
Regional service and maintenance: provided by our technicians in the Midwest and Florida.
▪
National service and maintenance: provided by our technicians and a network of field service providers throughout the
United States for multi-site, multi-state power generation equipment owners.
▪
UPS systems from major manufacturers.
Power
generation systems represent considerable investments that require proper maintenance and service in order to operate reliably
during a time of emergency. Our power maintenance programs provide preventative maintenance, repair and support service
for our customers’ power generation systems. To support our customers in managing their critical infrastructure, we
maintain inventories of repair parts, a fleet of service vehicles and a staff of certified field service technicians
in the Midwest and Florida. To complete our geographic coverage, we maintain a network of field service partners located
in other regions, enabling us to provide quick-response, 24/7 service capability that can effectively service and maintain any
make and model of back-up power equipment in any city of the United States. Our field service organization services more than
3,000 generators owned by more than 900 customers located throughout the United States and its territories, including for multi-site,
multi-state customers.
We
recognize discrete revenue streams from service contracts, sales, installation, maintenance and repair services, and we offer
service contracts to all owners of power generation and related equipment, whether or not the equipment was originally sold by
us. Our service agreements have terms ranging from one to five years in duration, providing the Company with a recurring
revenue stream.
Business
Strategy
We
believe we have established a stable platform from which to develop and grow our business lines, revenues, net income and shareholder
value. We are focused on internal growth through operating efficiencies, new product development, customer focus and our continued
migration towards more highly-engineered products and specialized services. We intend to significantly increase the percentage
of our sales derived from engineered-to-order products and differentiated services and believe this can be accomplished by targeting
market segments such as EV charging infrastructure, microgrid developers, national and regional retailers, telecom towers, farming
and agriculture, data centers and independent power producers, which have growth characteristics exceeding the norm in our industry.
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We
intend to build our revenue and net income at rates exceeding industry norms through internal growth initiatives and complementary
acquisitions. Accomplishing these financial goals will be dependent on a number of factors including our ability to execute the
following strategies and actions:
● Establishing
a scalable organizational infrastructure to support our expected growth;
● Investing
in our capabilities to provide progressively more advanced equipment and service solutions;
● Continuously
applying our manufacturing and service resources to their highest and best uses;
● Combining
and streamlining our business unit supply chains and administrative functions; and
● Improving
business processes to deliver consistency, quality and value to our customers.
T&D
Solutions Segment
We
intend to accomplish our growth objectives within our T&D Solutions business by emphasizing our capabilities in EV charging
and original equipment manufacturers (“OEMs”) equipment solutions and continuing to invest in marketing and engineering
resources and product development to increase our pipeline of recurring order customers that demand custom solutions for their
power needs.
Critical
Power Segment
Within
our Critical Power business, we intend to increase the number of national account customers we have by leveraging our scalable,
nationwide network of partners which allows us to service and maintain standby power systems anywhere in the United States. We
are actively marketing our preventive maintenance services to new national accounts including: major national retailers, telecommunications
companies, data centers, banks, hospitals and health care facilities, educational institutions and property management companies.
Additionally, we are actively marketing our recently introduced suite of mobile E-BOOST products, launched in November 2021, and
our new and used power generation equipment intended to ensure access to uninterrupted power during times of emergency.
Our
Industry
The
market for T&D equipment and Critical Power solutions is very fragmented due to the range of equipment types, electrical and
mechanical properties, technological standards and service parameters required by different categories of end users for their
specific applications. Many orders are custom-engineered and tend to be time-sensitive since other critical work is frequently
being coordinated around the customer’s electrical equipment installation. The vast majority of North American demand for
the types of solutions we provide is satisfied by thousands of producers and service companies in the U.S.
We
believe several of the key industry trends supporting future growth in our industry are as follows:
● Aging
and Overburdened North American Power Grid — The aging and overburdened
North American power grid is expected to require significant capital expenditures to
upgrade the existing infrastructure over the next several years to maintain adequate
levels of reliability and efficiency. Significant capital investment will be required
to relieve congestion, meet growing demand, achieve targets for efficiency, emissions
and use of renewable sources, and to replace components of the U.S. power grid operating
at, near or past their planned service lives.
● Increasing
Long-Term Demand for Electricity and Reliable Power — The Department of
Energy’s Energy Information Administration, or EIA, forecasts that total electricity
use in the U.S. will increase by approximately 28% from 2011 to 2040. This increase is
driven by anticipated population growth, economic expansion, increasing dependence on
computing power throughout the economy and the increased use of electrical devices in
the home. In order to meet growing demand for electricity in North America, substantial
investment in increased electrical grid capacity and efficiency will be required, as
well as the addition of specialized equipment to help ensure the reliability and quality
of electricity for critical applications. In response to these challenges, there is an
increasing trend among commercial and industrial companies to invest in on-site power
sources, both for standby purposes in the event of a catastrophic power outage, or to
reduce the amount of electricity they draw from the utility grid during peak periods.
● Rapidly
Expanding Electric Vehicle (EV) and Charging Infrastructure Market — A
report from Allied Market Research in 2020 projected that the global electric vehicle
market will reach $803 billion by the year 2027, registering a compound annual growth
rate (CAGR) of 22.6%. North America is estimated to reach $194 billion by 2027, at a
significant CAGR of 27.5%. In 2010, only about 17,000 electric vehicles were on the world’s
roads. By 2019, that number had swelled to 7.2 million and is increasing rapidly according
to the International Energy Agency (IEA). Furthermore, in order for EV’s to grow
at such a rapid pace, it is necessary that infrastructure be built to allow for such
growth. In 2019, there were about 7.3 million chargers worldwide compared to an insignificant
amount ten years ago, and the EV infrastructure has become a global priority as major
governments and corporations have committed to spending billions of dollars towards building
EV charging infrastructure. In order to meet the rapidly growing demand for EV’s
and the infrastructure supporting it, substantial investment in grid connectivity and
enhancement will be required.
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Customers
For
the year ended December 31, 2021, 100% of our sales were to U.S. customers, represented in large part by companies involved in
distributed generation, regulated and non-regulated utilities and industrial and wholesale business. During the year ended December
31, 2021, we sold our electrical equipment and services to over 900 individual customers and our twenty largest customers
represented approximately 68% of our consolidated revenue.
For
the year ended December 31, 2020, 100% of our sales were to U.S. customers, represented in large part by companies involved in
distributed generation, regulated and non-regulated utilities and industrial and wholesale business. During the year ended December
31, 2020, we sold our electrical equipment and services to over 900 individual customers and our twenty largest customers
represented approximately 74% of our consolidated revenue.
Approximately
22% and 34% of our sales in the year ended December 31, 2021 and 2020, respectively, were made to CleanSpark Inc. The majority of our
sales to CleanSpark Inc. were made pursuant to the Contract Manufacturing Agreement that was made in January 2019. As previously reported,
on January 22, 2019, we entered into a Contract Manufacturing Agreement, dated as of January 22, 2019 (the “Contract Manufacturing
Agreement”), by and among us and CleanSpark. Pursuant to the terms of the Contract Manufacturing Agreement, the Company manufactured
parallel switchgears, automatic transfer switches and related products (collectively, “Products”) exclusively for purchase
by CleanSpark. The Contract Manufacturing Agreement had a term of 18 months and expired on the 18-month anniversary of the execution
of the Contract Manufacturing Agreement. Additionally, approximately 19% of our sales in the year ended December 31, 2021 were made
to a large international container shipping company in Hawaii.
In connection with the expiry of the Contract
Manufacturing Agreement, we entered into a Distribution Agreement with CleanSpark (the “Distribution Agreement”), dated
as of May 31, 2021, pursuant to which CleanSpark will serve as our exclusive distributor of the Products within any geographic
region in which CleanSpark conducts its business (the “Sales Channel”). We will serve as CleanSpark’s sole source
of the Products, and of any similar goods or products that would reasonably be deemed as interchangeable with such Products for
sale within the Sales Channel. CleanSpark will purchase the Products via written purchase orders to us. The price for the Products
sold under the Distribution Agreement will be determined on a job-by-job basis, provided that CleanSpark shall pay us 97% of the
contract sales price of the Products to all end-use customers. The Distribution Agreement terminates on December 31, 2023 and may
be extended by mutual agreement of us and CleanSpark.
While the loss of a significant number
of customers would have a material adverse effect on our business, we do not believe that the loss of any specific customer would
have a material adverse effect on our business.
Marketing,
Sales and Distribution
A
substantial portion of the products we offer are sold directly to customers by our marketing and sales personnel operating from
our office locations in the U.S. Following the sale of the transformer business units, we no longer have office locations or employees
in Canada. Our direct sales force, as well as our authorized manufacturers’ representatives, markets to end users and to
third parties, such as OEMs, EPC firms, electrical wholesalers, energy developers and value added integrators.
Sales
Backlog
Backlog
reflects the amount of revenue we expect to realize upon the shipment of customer orders for our products that are not yet complete
or for which work has not yet begun. Our sales backlog as of December 31, 2021 was approximately $22.8 million, as compared to
$12.7 million as of December 31, 2020. During the year ended December 31, 2021, the Company experienced a surge in orders for
its e-Bloc power system of almost $13 million. This was the primary driver of the 80% increase in the Company’s
year over year ending backlog. Orders included in our sales backlog are represented by customer purchase orders and contracts
that we believe to be firm.
Competition
We
experience intense competition from a large number of electrical equipment manufacturers and from distributors and servicers of
such equipment. The number and size of our competitors varies considerably by product line and service category, with many of
our competitors tending to be small, highly specialized or focused on a certain geographic market area or customer. However, several
of our competitors have substantially greater financial and technical resources than us, including some of the world’s largest
electrical products and industrial equipment manufacturing companies. A representative list of our direct competitors in our T&D
Solutions segment includes Crown Electric Engineering and Manufacturing, LLC, Industrial Electric Machinery, LLC, Myers Power
Products, Inc. and Powell Industries, Inc.
We
believe that we compete primarily on the basis of technical support and application expertise, engineering, manufacturing and
service capabilities, equipment rating, quality, scheduling and price. In all our businesses, our objective is to focus our efforts
on more specialized, challenging and complex applications. Accordingly, a critical element to the success of our business is responsiveness
and flexibility in providing custom-engineered solutions to satisfy customer needs. As a result of our long-time presence in the
industry, we possess a number of special designs and libraries of programming code for our equipment that were engineered and
developed specifically for our customers. We believe these factors give us a competitive advantage and that they are a major contributor
to our frequency of repeat customer orders and the longevity of our customer relationships.
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Raw
Materials and Suppliers
The principal raw materials purchased by
us are steel, copper, sensors, circuit breakers, meters and relays. We also purchase certain electrical components such as switches,
fuses, protectors and circuit breakers from a variety of suppliers. These raw materials and components are available from and supplied
by numerous sources at competitive prices. Unanticipated increases in raw material prices or disruptions in supply could increase
production costs and adversely affect our profitability. During the year ended December 31, 2021, we experienced an increase in
raw material costs as a result of disruptions to our supply chain. These disruptions were initially generated by the recovery from
the coronavirus pandemic that had caused many suppliers and sub-suppliers to temporarily reduce or close down excess facilities.
The restart of the world economy created initial pressures on the said facilities reaching their pre-pandemic capacity. More recently,
geopolitical conflicts have further pressured material costs such as aluminum and nickel. These supply pressures have, and continue
to, make it more difficult for us to secure all the material we need in a timely manner in order to meet our obligations and forecasts
regarding our customers’ orders. Our largest suppliers during the year ended December 31, 2021 included Industrial Connections
& Solutions, LLC, Royal Industrial Solutions, B&B Metals, Inc., Eaton Corporation, and Thyssenkrupp Materials NA.
Employees
As
of December 31, 2021, we had 91 employees consisting of 31 salaried staff and 60 hourly workers. Certain of our employees
located at our manufacturing facility in Santa Fe Springs, California are covered by a collective bargaining agreement with Local
Union 1710 of the International Brotherhood of Electrical Workers, AFL-CIO that expires in June 2024.
Environmental
We
are subject to numerous environmental laws and regulations concerning, among other areas, air emissions, discharges into waterways
and the generation, handling, storing, transportation, treatment and disposal of waste materials. These laws and regulations are
constantly changing and it is impossible to predict with accuracy the effect they may have on us in the future. Like many other
industrial enterprises, our manufacturing operations entail the risk of noncompliance, which may result in fines, penalties and
remediation costs, and there can be no assurance that such costs will be insignificant. To our knowledge, we are in substantial
compliance with all federal, state, provincial and local environmental protection provisions, and believe that the future compliance
cost should not have a material adverse effect on our capital expenditures, net income or competitive position. However, legal
and regulatory requirements in these areas have been increasing and there can be no assurance that significant costs and liabilities
will not be incurred in the future due to regulatory noncompliance.
Corporate
History
We
were originally formed in the State of Nevada in 2008. On November 30, 2009, we merged with and into Pioneer Power Solutions,
Inc., a Delaware corporation, for the sole purpose of changing our state of incorporation from Nevada to Delaware and changing
our name to “Pioneer Power Solutions, Inc.” On September 24, 2013, we completed an underwritten public offering
and our common stock began trading on the Nasdaq Capital Market under the symbol “PPSI”.
Available
Information
Our
corporate website is located at www.pioneerpowersolutions.com. On the investor relations section of our website, we make
available, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments
to those reports as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. The SEC
maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers, such
as us, that file electronically with the SEC at www.sec.gov.
We webcast our earnings calls and certain
events we participate in with members of the investment community on our investor relations website. Additionally, we provide notifications
of news or announcements regarding our financial performance, including SEC filings, investor events and press and earnings releases
as part of the investor relations section of our website. The contents of and the information on or accessible through our corporate
website, including the investor relations portion of our website, are not a part of, and are not intended to be incorporated into,
this report or any other report or document we file with or furnish to the SEC, and any references to our website are intended
to be an inactive textual references only.
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