ASTROTECH Corp

ITEM 1.** Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

Note: The condensed consolidated balance sheet at June 30, 2024, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by the United States generally accepted accounting principles for complete financial statements.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share data)

ASTROTECH CORPORATION

Condensed Consolidated Statement of Changes in Stockholders’** Equity**

(In thousands)

** ASTROTECH CORPORATION AND SUBSIDIARIES**

Condensed Consolidated Statements of Cash Flows

(In thousands)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(1) General Information

Business Overview

The terms “Astrotech”, “the Company”, “we”, “us”, or “our” refer to Astrotech Corporation (Nasdaq: ASTC), a Delaware corporation organized in1984.

Our mission is to expand access to mass spectrometry ("MS") and its use through the deployment of devices designed specifically for the appropriate levels of precision required in high-volume, real-time testing environments such as airports, border checkpoints, cargo hubs, infrastructure security, correctional facilities, military bases, law enforcement centers, and industrial locations. The Astrotech Mass Spectrometer Technology™ (“AMS Technology”) platform achieves our mission through simplifying the user interface, automating the complicated calibration process, ruggedizing the critical components to endure MS field work, and enabling multiple configurations for sample intake options.

We are commercializing the AMS Technology through application specific, wholly-owned subsidiaries described below.

Principles of Consolidation and Basis of Presentation

The preparation of these consolidated financial statements in conformity to U.S. Generally Accepted Accounting Principles (“GAAP”) for the accounts of Astrotech Corporation and all its wholly-owned subsidiaries requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and underlying assumptions are reviewed on an ongoing basis. Actual outcomes* maydiffer from these estimates under different assumptions and conditions. All intercompany transactions have been eliminated in consolidation. Operating results for thethree* months ended* September 30, 2024arenot* necessarily indicative of the results that* maybe expected for the year ending June 30, 2025.These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form10*-K for the year ended* June 30, 2024.Certain prior period amounts have been reclassified to conform to the current year presentation or adjusted due to rounding and have hadno* impact on net income or stockholders' equity.

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Segment Information

The Company has determined that it doesnot meet the criteria of Accounting Standards Codification (“ASC”)280 “Segment Reporting”. Management has concluded that our chief operating decision maker (“CODM”) is our chief executive officer. The Company’s CODM reviews the entire organization’s consolidated results as a whole on a monthly basis to evaluate performance and make resource allocation decisions. Management views the Company’s operations and manages its business as one operating segment.

Accounting Pronouncements

In* June 2016,the FASB issued ASU2016*-13, Measurement of Credit Losses on Financial Instruments. ASU2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. The standard became effective for the Company for financial statements periods beginning afterDecember 15, 2022. The adoption of ASU2016-13 on* July 1, 2023didnot* have a material impact on the Company's financial statements.

In* July 2023,the FASBissued ASU No 2023*-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic220), Distinguishing Liabilities from Equity (Topic480), Equity (Topic505), and Compensation—Stock Compensation (Topic718)” pursuant to SEC Staff Accounting BulletinNo. 120, which adds interpretive guidance for public companies to consider when entering into share-based payment transactions while in possession of material non-public information. The effective date of this update is for fiscal years beginning after* December 15, 2023,including interim periods within those fiscal years. The adoption of this on July 1, 2024didnot* have a material impact on its financial statements.

In August2020, the FASB issuedASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20), and Derivatives and Hedging—Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments inASU No. 2020-06 simplify the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exceptions for contracts in an entity’s own equity. For smaller reporting companies,ASU 2020-06 is effective for fiscal years beginning after December15, 2023, including interim periods within those fiscal years. The adoption of this on* July 1, 2024didnot* have a material impact on its financial statements.

In* November 2023,the FASB issued Accounting Standards Update2023*-07—Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after* December 15, 2023.The adoption of this on July 1, 2024didnot* have a material impact on its financial statements.

Recently Issued Accounting StandardsNot Yet Adopted

In* December 2023,the FASB issued ASU2023*-09, “Income Taxes (Topic740): Improvements to Income Tax Disclosures” which is intended to enhance the transparency and decision usefulness of income tax disclosures. The guidance addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The guidance is effective for annual periods beginning after* December 15, 2024.*We are assessing the impact of this guidance on our disclosures.

Other accounting pronouncements issued butnot yet effective arenot believed by management to be relevant or to have a material impact on the Company’s present or future consolidated financial statements.

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(2) Investments

The following tables summarize gains and losses related to the Company’s investments as of* September 30, 2024* and* June 30, 2024*, respectively:

As of* September 30, 2024* and* June 30, 2024*, the Company hadno long-term investments. For more information about the fair value of the Company’s financial instruments, see footnote9.

The following table presents the carrying amounts of certain financial instruments as of* September 30, 2024* and* June 30, 2024*, respectively:

(3) Leases

On* April 27, 2021,Astrotech entered into a new lease for a research and development facility of approximately 5,960 square feet in Austin, Texas (the “R&D facility”) that includes a laboratory, a small production shop, and offices for staff, although many of the Company’s employees continue to work remotely. The lease commenced on June 1, 2021and had a lease term of 36 months. On November 11, 2022,the Company signed a lease extension agreement for the R&D facility, extending the term of the lease through April 30, 2025.The Company’s total contractual base rent obligation for theeleven*-month extension is approximately $95 thousand.

On* November 22, 2022,Astrotech entered into a sublease agreement for an additional facility directly adjacent to the R&D facility (the “Subleased Facility”). The Subleased Facility consists of approximately 3,900 square feet and will provide the space needed as the Company launches its AgLAB products and continues its R&D efforts at ATI & BreathTech. The sublease commenced on December 1, 2022,*and has a lease term of 29 months. The Company’s total contractual base rent obligation for the Subleased Facility is approximately $156 thousand.

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Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases donot provide an implicit rate, the Company uses its incremental borrowing rate in determining the present value of lease payments. Significant judgement is required when determining the Company’s incremental borrowing rate. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The amortization expense for financed lease assets totaled $31 thousand for each ofthree months ended* September 30, 2024and2023*, respectively.

The balance sheet presentation of the Company’s operating and finance leases is as follows:

Future minimum lease payments as of* September 30, 2024* under non-cancellable leases are as follows (in thousands):

Other information as of* September 30, 2024*, is as follows:

Cash payments for operating leases for thethree months ended* September 30, 2024*, and2023 totaled $43 thousand and $41 thousand, respectively. Cash payments for financing leases totaled $45 thousand for each of thethree months ended* September 30, 2024*, and2023, respectively.

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(4) Property and Equipment, net

As of* September 30, 2024* and* June 30, 2024*, property and equipment, net consisted of the following, respectively:

Depreciation and amortization expense of property and equipment was $232 thousand and $149 thousand for thethree months ended* September 30, 2024* and2023, respectively. Total depreciation and amortization expense includes finance lease right-of-use asset amortization of $31 thousand for each of thethree months ended* September 30, 2024* and2023, respectively.

(5) Warranty Reserve

Astrotech offers its customers warranties on the products that it sells. These warranties typically provide for repairs and maintenance of the products if problems arise during a specified time period after original shipment. Concurrent with the sale of products, the Company records a provision for estimated warranty expenses with a corresponding increase in cost of goods sold. The Company periodically adjusts this provision based on historical experience and anticipated expenses. The Company charges actual expenses of repairs under warranty, including parts and labor, to this provision when incurred. The current obligation for warranty provision is included in accrued expenses and other liabilities in the consolidated balance sheets. The warranty reserve balance was $197 thousand and $184 thousand of as* September 30, 2024* and* June 30, 2024.*

(6) Stockholders’** Equity**

Preferred Stock

The Company has issued280,898 shares of Series D convertible preferred stock (“Series D Preferred Shares”), all of which are issued and outstanding. Series D Preferred Shares are convertible to common stock on aone-to-one basis. Series D Preferred Shares arenot callable by the Company. The holder of the preferred stock is entitled to receive, and we shall pay, dividends on shares equal to and in the same form as dividends actually paid on shares of common stock when, and if, such dividends are paid on shares of common stock.No other dividends are paid on the preferred shares. Preferred shares haveno voting rights. Upon liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the preferred shares have preference over common stock. The holder of Series D Preferred Shares has the option to convert said shares to common stock at the holder’s discretion.

The holder of the preferred stock previously agreed with the Company that they wouldnot convert the preferred stock until such time as the amendment to the Certificate of Incorporation (the*“2020* Certificate Amendment”) was accepted for filing with the state of Delaware, which occurred in* October 2021.*

Common Stock

The Company has issued 1,712,045 shares of common stock and has outstanding shares of common stock of 1,701,729 as of* September 30, 2024.*Treasury shares of 10,316 are the difference between issued and outstanding shares.

We didnot issue common stock during thethree months ended* September 30, 2024.*

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Rights Plan

On* December 21, 2022,the Company’s Board of Directors adopted a limited duration stockholder rights plan (the “Rights Plan”) initially expiring December 20, 2023and declared a dividend ofone preferred share purchase right for each outstanding share of common stock to stockholders of record on January 5, 2023to purchase from the Companyone one*-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company for an exercise price of $58.00 once the rights become exercisable, subject to the terms of and adjustment as provided in the related rights agreement.

On* December 18, 2023,the Company entered into AmendmentNo.* 1 to Rights Agreement between the Company and Equiniti Trust Company, as Rights Agent (the "Amendment"), which extends the Final Expiration Date (as defined in the Rights Plan) to* December 20, 2024,*unless the Final Expiration Date is further extended by the Company or the rights subject to the Rights Plan are earlier redeemed or exchanged by the Company in accordance with the terms of the Rights Plan. All other terms and conditions of the Rights Plan remain unchanged.

Warrants

A summary of the common stock warrant activity for thethree months ended* September 30, 2024*, is presented below:

(7) Net Loss per Share

Basic net loss per share is computed on the basis of the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed based on the weighted average number of common shares outstanding plus the effect of potentially dilutive common shares outstanding during the period using the treasury stock method and the if-converted method. Potentially dilutive common shares include outstanding stock options and share-based awards.

The following table reconciles the numerators and denominators used in the computations of both basic and diluted net loss per share:

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All unvested restricted stock awards and convertible Series D preferred share for thethree months ended* September 30, 2024* arenot included in diluted net loss per share, as the impact to net loss per share would be anti-dilutive. Options to purchase 216,911 shares of common stock at exercise prices ranging from $7.47 to $175.50 per share outstanding as of* September 30, 2024* werenot included in diluted net loss per share, as the impact to net loss per share would be anti-dilutive.

(8) Revenue Recognition

Astrotech recognizes revenue employing the generally accepted revenue recognition methodologies described under the provisions of Accounting Standards Codification (“ASC”) Topic606 “Revenue from Contracts with Customers” (“Topic606”), which was adopted by the Company in fiscal year2019. The methodology used is based on contract type and how products and services are provided. The guidelines of Topic606 establish afive-step process to govern the recognition and reporting of revenue from contracts with customers. Thefive steps are: (i) identify the contract with a customer, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the performance obligations are satisfied. Revenue was recognized at a point in time consistent with the guidelines in Topic606.

Contract Assets and Liabilities. The Company enters into contracts to sell products and provide services, and it recognizes contract assets and liabilities that arise from these transactions. The Company recognizes revenue and corresponding accounts receivable according to Topic606 and, at times, recognizes revenue in advance of the time when contracts give us the right to invoice a customer. The Company* mayalso receive consideration, per the terms of a contract, from customers prior to transferring goods to the customer. The Company records customer deposits as deferred revenue. Additionally, the Company may*receive payments, most typically for service and warranty contracts, at the onset of the contract and before services have been performed. In such instances, the Company records a deferred revenue liability. The Company recognizes these contract liabilities as sales after all revenue recognition criteria are met.

Practical Expedients. In cases where the Company is responsible for shipping after the customer has obtained control of the goods, the Company has elected to treat the shipping activities as fulfillment activities rather than as a separate performance obligation. Additionally, the Company has elected to capitalize the cost to obtain a contract only if the period of amortization would be longer thanone year. The Company only considers whether a customer agreement has a financing component if the period of time between transfer of goods and services and customer payment is greater thanone year.

Product Sales. The Company recognizes revenue from sales of products upon shipment or delivery when control of the product transfers to the customer, depending on the terms of each sale, and when collection is probable. In the circumstance where terms of a product sale include subjective customer acceptance criteria, revenue is deferred until the Company has achieved the acceptance criteria unless the customer acceptance criteria are perfunctory or inconsequential. The Company generally offers customers payment terms of60 days or less.

Freight. The Company records shipping and handling fees that it charges to its customers as revenue and related costs as cost of revenue.

Multiple Performance Obligations. Certain agreements with customers include the sale of equipment involving multiple elements in cases where obligations in a contract are distinct and thus require separation into multiple performance obligations, revenue recognition guidance requires that contract consideration be allocated to each distinct performance obligation based on its relative standalone selling price. The value allocated to each performance obligation is then recognized as revenue when the revenue recognition criteria for each distinct promise or bundle of promises has been met.

The standalone selling price for each performance obligation is an amount that depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the good or service. When there is onlyone performance obligation associated with a contract, the entire amount of consideration is attributed to that obligation. When a contract contains multiple performance obligations, the standalone selling price isfirst estimated using the observable price, which is generally a list price net of applicable discount or the price used to sell the good or service in similar circumstances. In circumstances when a selling price isnot directly observable, the Company will estimate the standalone selling price using information available to it including its market assessment and expected cost, plus margin.

The timetable for fulfilment of each of the distinct performance obligations can range from completion in a short amount of time and entirely within a single reporting period to completion over several reporting periods. The timing of revenue recognition for each performance obligation* may*be dependent upon several milestones, including physical delivery of equipment, completion of site acceptance test, and in the case of after-market consumables and service deliverables, the passage of time.

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(9) Fair Value Measurement

ASC Topic820 “Fair Value Measurement” (“Topic820”) defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosures about fair value measurements. Topic820 is applicable whenever assets and liabilities are measured and included in the financial statements at fair value. The fair value hierarchy established in Topic820 prioritizes the inputs used in valuation techniques intothree levels as follows:

Level1 - Quoted prices in active markets for identical assets or liabilities.

Level2 - Inputs other than Level1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that arenot active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level3 - Unobservable inputs that are supported by little orno market activity and are significant to the fair value of the assets or liabilities.

The following tables present the carrying amounts, estimated fair values, and valuation input levels of certain financial instruments as of* September 30, 2024* and* June 30, 2024*:

The value of available-for-sale securities with Level1 inputs is based on pricing fromthird-party pricing vendors, who use quoted prices in active markets for identical assets. The fair value measurements used for time deposits are considered Level2 and use pricing fromthird-party pricing vendors who use quoted prices for identical or similar securities in both active and inactive markets.

The carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued expenses and other liabilities at fair value or cost, which approximates fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.

As of the unaudited condensed consolidated balance sheets date, certain investment securities are required to be recorded at fair value with the change in fair value during the period being recorded as an unrealized gain or loss.

(10) Business Risk and Credit Risk Concentration Involving Cash

The Company hadone customer that materially comprised all of the Company's revenue for thethree months ended* September 30, 2024*. For thethree months ended* September 30, 2023,*the Company hadtwo customers that materially comprised all of the Company's revenue.

The Company maintains funds in bank accounts that* mayexceed the limit insured by the Federal Deposit Insurance Corporation (the "FDIC"). The risk of loss attributable to these uninsured balances is mitigated by depositing funds in what the Company believes to be high credit quality financial institutions. The Company hasnot* experienced any losses in such accounts.

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(11) Stock-Based Compensation

Stock Option Activity Summary

The Company’s stock option activity for thethree months ended* September 30, 2024* is as follows:

The aggregate intrinsic value of options exercisable at* September 30, 2024* was $0, as the fair value of the Company’s common stock is less than the exercise prices of these options. The aggregate intrinsic value of all options outstanding at* September 30, 2024* was $1 thousand.

The table below details the Company’s stock options outstanding as of* September 30, 2024*:

Compensation costs recognized related to stock option awards were $155 thousand and $56 thousand for each of thethree months ended* September 30, 2024* and2023, respectively. The remaining stock-based compensation expense of $1.5 million related to stock options will be recognized over a weighted-average period of 2.32 years.

Restricted Stock

The Company’s restricted stock activity for thethree months ended* September 30, 2024*, is as follows:

Stock compensation expenses related to restricted stock were $61 thousand and $308 thousand for thethree months ended* September 30, 2024* and2023, respectively. The remaining stock-based compensation expense of $489 thousand related to restricted stock awards granted will be recognized over a weighted-average period of 2.27 years.

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(12) Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are more likely thannot to be realized. As of* September 30, 2024*the Company has a valuation allowance against all of its net deferred tax assets.

For thethree months ended* September 30, 2024and2023,* the Company incurred pre-tax losses in the amount of $3.3 million and $2.9 million, respectively. The total effective tax rate was approximately 0% for thethree months ended* September 30, 2024and2023.*

For each of thethree months ended* September 30, 2024and2024,* the Company’s effective tax rate differed from the federal statutory rate of 21%, primarily due to the valuation allowance placed against its net deferred tax assets.

The Inflation Reduction Act and the Chips and Science Act were enacted in* August 2022.There isno* material impact to the Company from these new tax laws.

FASB ASC740, “Income Taxes” addresses the accounting for uncertainty in income tax recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on a tax return. The Company currently has approximately $593 thousand of uncertain tax positions as of* September 30, 2024,all of which are accounted as contra-deferred tax assets. The Company doesnot* expect any significant changes to its uncertain tax positions in the coming12 months.

Loss carryovers are generally subject to modification by tax authorities untilthree years after they have been utilized; as such, the Company is subject to examination for the fiscal years ended2001 through present for federal purposes and fiscal years ended2006 through present for state purposes.

(13) Commitments and Contingencies

The Company isnot subject to any litigation at the present time.

From time to time, the Company is subject to legal and administrative proceedings, settlements, investigations, claims and actions. The Company’s assessment of the likely outcome of litigation matters is based on its judgment of a number of factors including experience with similar matters, past history, precedents, relevant financial and other evidence and facts specific to the matter. Notwithstanding the uncertainty as to the final outcome, based upon the information currently available, management doesnot believe any matters, individually or in aggregate, will have a material adverse effect on the Company’s financial position or results of operations.

The Company establishes reserves for the estimated losses on specific contingent liabilities, for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, the Company isnot able to make a reasonable estimate of liability because of the uncertainties related to the outcome or the amount or range of potential loss.

However, we cannot predict the outcome or effect of any of the potential litigation, claims or disputes.

(14) Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form10-Q, and determined that there have beenno events that have occurred that would require adjustments to our disclosures in the financial statements.

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. Forward-looking statements may include the words “may,” “will,” “plans,” “believes,” “estimates,” “expects,” “intends,” and other similar expressions. Such statements are subject to risks and uncertainties that could cause our actual results to differ materially from those projected in the statements. Such risks and uncertainties include, but are not limited to:

While we do not intend to directly harvest, manufacture, distribute or sell cannabis or cannabis products, we may be detrimentally affected by a change in enforcement by federal or state governments and we may be subject to additional risks in connection with the evolving regulatory area and associated uncertainties. Any such effects may give rise to risks and uncertainties that are currently unknown or amplify others identified herein.

These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate; therefore, we cannot assure you that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in our forward-looking statements, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. Some of these and other risks and uncertainties that could cause actual results to differ materially from such forward-looking statements are more fully described in our 2024 Annual Report on Form 10-K (“Form 10-K”), elsewhere in this Quarterly Report on Form 10-Q , or those discussed in other documents we filed with the SEC. Except as may be required by applicable law, we undertake no obligation to publicly update or advise of any change in any forward-looking statement, whether as a result of new information, future events, or otherwise. In making these statements, we disclaim any obligation to address or update each factor in future filings with the Securities and Exchange Commission (“SEC”) or communications regarding our business or results, and we do not undertake to address how any of these factors may have caused changes to discussions or information contained in previous filings or communications. In addition, any of the matters discussed above may have affected our past results and may affect future results, so that our actual results may differ materially from those expressed in this Quarterly Report on Form 10-Q and in prior or subsequent communications.