ESSA BANCORP, INC. Forward Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements, which can be identified by the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. These forward-looking statements include:
• statements of our goals, intentions and expectations;
• statements regarding our business plans and prospects and growth and
operating strategies;
• statements regarding the asset quality of our loan and investment
portfolios; and
• estimates of our risks and future costs and benefits.
By identifying these forward-looking statements for you in this manner, we are
alerting you to the possibility that our actual results and financial condition
may differ, possibly materially, from the anticipated results and financial
condition indicated in these forward-looking statements. Important factors that
could cause our actual results and financial condition to differ from those
indicated in the forward-looking statements include, among others, those
discussed under "Risk Factors" in Part I, Item 1A of the Company's Annual Report
on Form 10-K and Part II, Item 1A of this and any previous Quarterly Report on
Form 10-Q filed since our most recent Annual Report on Form 10-K, as well as the
following factors:
• significantly increased competition among depository and other financial
institutions;
• inflation and changes in the interest rate environment that reduce our
margins or reduce the fair value of financial instruments;
• general economic conditions, either nationally or in our market areas, that
are worse than expected;
• adverse changes in the securities markets;
• legislative or regulatory changes that adversely affect our business;
• our ability to enter new markets successfully and take advantage of growth
opportunities, and the possible short-term dilutive effect of potential
acquisitions or de novo branches, if any;
• changes in consumer spending, borrowing and savings habits;
• changes in accounting policies and practices, as may be adopted by the bank
regulatory agencies and the FASB; and
• changes in our organization, compensation and benefit plans.
Further, the COVID-19 pandemic has had and may continue to have an impact on the
Company's operations and financial results. Given its dynamic nature, it is
difficult to predict what effects the pandemic will have on our business and
results of operations in the future.
These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Comparison of Financial Condition at
Total Assets. Total assets increased by$65.4 million , or 3.5%, to$1.93 billion atDecember 31, 2022 from$1.86 billion atSeptember 30, 2022 due primarily to increases in loans receivable, cash and due from banks, and regulatory stock, at cost partially offset by decreases in investment securities held to maturity, investment securities available for sale, interest bearing deposits with other institutions and derivative and hedging assets. Total Cash and Cash Equivalents. Total cash and cash equivalents increased$835,000 , or 3.0%, to$28.8 million atDecember 31, 2022 from$27.9 million atSeptember 30, 2022 . Increases in cash and due from banks were partially offset by decreases in interest-bearing deposits with other institutions. Net Loans. Net loans increased$68.6 million , or 4.8%, to$1.50 billion atDecember 31, 2022 from$1.44 billion atSeptember 30, 2022 . During this period, residential loans increased$33.8 million to$657.2 million , construction loans increased$1.6 million to$26.6 million , commercial real estate loans increased$28.3 million to$707.1 million , commercial loans increased$6.8 million to$45.0 million , obligations of states and political subdivisions decreased$1.1 million to$39.3 million , home equity loans and lines of credit increased$517,000 to$43.7 million , auto loans decreased$1.2 million to$2.4 million reflecting expected runoff of the portfolio 33 --------------------------------------------------------------------------------
following the Company's previously announced discontinuation of indirect auto
lending in
Investment Securities Available for Sale. Investment securities available for sale decreased$3.5 million , or 1.7%, to$205.2 million atDecember 31, 2022 from$208.6 million atSeptember 30, 2022 due primarily to the maturity or principal repayment of securities in the portfolio. Investment Securities Held to Maturity. Investment securities held to maturity decreased to$56.0 million atDecember 31, 2022 from$57.3 million atSeptember 30, 2022 . The Company carries some investment securities as held to maturity to manage fluctuations in comprehensive loss caused by interest rate changes.
Deposits. Deposits decreased
Short Term Borrowings. Short term borrowings increased to
Stockholders' Equity. Stockholders' equity increased by$3.8 million , or 1.8%, to$216.2 million atDecember 31, 2022 from$212.3 million atSeptember 30, 2022 . The increase in stockholders' equity was primarily due to net income of$4.9 million partially offset by regular cash dividends of$0.15 per share which reduced stockholders' equity by$1.5 million and other comprehensive loss of$83,000 . 34
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Average Balance Sheets for the Three Months Ended
The following tables set forth average balance sheets, average yields and costs,
and certain other information for the periods indicated. All average balances
are daily average balances, the yields set forth below include the effect of
deferred fees and discounts and premiums that are amortized or accreted to
interest income.
For the Three Months Ended December 31,
2022 2021
Interest Income/ Interest Income/
Average Balance Expense Yield/Cost Average Balance Expense Yield/Cost
(dollars in thousands)
Interest-earning assets:
Loans(1) $ 1,484,083 $ 16,085 4.30 % $ 1,363,548 $ 13,259 3.87 %
Investment securities
Taxable(2) 91,437 926 4.02 % 130,338 597 1.82 %
Exempt from federal income
tax(2)(3) 1,831 11 3.02 % 3,956 19 2.42 %
Total investment securities 93,268 937 4.00 % 134,294 616 1.84 %
Mortgage-backed securities 169,938 1,165 2.72 % 103,046 414 1.60 %
Federal Home Loan Bank stock 16,108 320 7.88 % 4,707 54 4.56 %
Other 13,185 112 3.37 % 172,678 65 0.15 %
Total interest-earning assets 1,776,582 18,619 4.16 % 1,778,273 14,408 3.22 %
Allowance for loan losses (18,587 ) (18,162 )
Noninterest-earning assets 134,151 111,107
Total assets $ 1,892,146 $ 1,871,218
Interest-bearing liabilities:
NOW accounts $ 346,146 $ 148 0.17 % $ 305,440 $ 36 0.05 %
Money market accounts 387,640 1,043 1.07 % 449,909 141 0.12 %
Savings and club accounts 190,436 25 0.05 % 192,111 25 0.05 %
Certificates of deposit 165,974 785 1.88 % 422,867 644 0.61 %
Borrowed funds 278,476 958 1.36 % - - -
Total interest-bearing liabilities 1,368,672 2,959 0.86 % 1,370,327 846 0.24 %
Non-interest-bearing NOW
accounts 270,190 270,111
Non-interest-bearing liabilities 38,138 25,252
Total liabilities 1,677,000 1,665,690
Equity 215,146 205,528
Total liabilities and equity $ 1,892,146 $ 1,871,218
Net interest income $ 15,660 $ 13,562
Interest rate spread 3.30 % 2.98 %
Net interest-earning assets $ 407,910 $ 407,946
Net interest margin(4) 3.50 % 3.03 %
Average interest-earning assets to
average interest-bearing liabilities 129.80 % 129.77 %
_____________________(1) Non-accruing loans are included in the outstanding loan balances.
(2) Available for sale securities are reported at fair value.
(3) Yields on tax exempt securities have been calculated on a fully tax
equivalent basis assuming a tax rate of 21.00% for the three months ended
(4) Represents the difference between interest earned and interest paid, divided
by average total interest earning assets.
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Comparison of Operating Results for the Three Months Ended
Net Income. Net income increased$253,000 , or 5.5%, to$4.9 million for the three months endedDecember 31, 2022 compared to net income of$4.6 million for the comparable period in 2021. The increase was primarily due to an increase in net interest income partially offset by increases in non-interest expense, the provision for loan losses and income tax provision and a decrease in non-interest income. Net Interest Income. Net interest income increased$2.1 million , or 15.5%, to$15.7 million for the three months endedDecember 31, 2022 compared to$13.6 million for the comparable period in 2021. Interest Income. Total interest income was$18.6 million for the three months endedDecember 31, 2022 compared with$14.4 million for the three months endedDecember 31, 2021 reflecting increases in interest rates and total yield on average interest earning assets from 3.22% for the quarter endedDecember 31, 2021 to 4.16% for the quarter endedDecember 31, 2022 . A decline of$1.7 million in average interest earning assets partially offset the increase in interest income. Interest Expense. Interest expense was$3.0 million for the quarter endedDecember 31, 2022 compared to$846,000 for the same period in 2021. The cost of interest-bearing liabilities increased to 0.86% for the quarter endedDecember 31, 2022 from 0.24% a year earlier, reflecting higher interest rates, repricing of deposits and higher-cost borrowings. The average balance of interest-bearing liabilities decreased$1.7 million year-over-year. Provision for Loan Losses. In evaluating the level of the allowance for loan losses, management considers historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect a borrower's ability to repay, the estimated value of any underlying collateral, peer group information and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are subject to interpretation and revision as more information becomes available or as future events occur. After an evaluation of these factors, management made a$150,000 provision for loan losses for the three month period endedDecember 31, 2022 compared to no provision for the three month period endedDecember 31, 2021 . The allowance for loan losses was$18.7 million , or 1.23% of loans outstanding, atDecember 31, 2022 , compared to$18.5 million , or 1.27% of loans outstanding, atSeptember 30, 2022 . Non-interest Income. Noninterest income decreased 17.7% to$1.9 million for the three months endedDecember 31, 2022 , compared with$2.3 million for the three months endedDecember 31, 2021 . Decreases in trust and investment fees of$24,000 , earnings on bank-owned life insurance of$2,000 , service charges and fee on loans of$50,000 , loan swap fees of$145,000 , insurance commissions of$1,000 and gains on sales of residential mortgages of$219,000 were partially offset by an increase in service fees on deposit accounts of$16,000 and other income of$11,000 for the quarter endedDecember 31, 2022 compared with the comparable period in 2021. Non-interest Expense. Noninterest expense increased$1.1 million , or 11.0%, to$11.4 million for the three months endedDecember 31, 2022 compared with the comparable period a year earlier primarily reflecting increases in compensation and employee benefits of$406,000 , professional fees of$548,000 ,Federal Deposit Insurance Corporation premiums of$24,000 , other expenses of$127,000 and advertising of$93,000 , which was partially offset by a decrease in occupancy and equipment of$48,000 .
Income Taxes. Income tax expense increased
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The following table provides information with respect to the Bank's non-performing assets at the dates indicated (dollars in thousands).
September 30,
December 31, 2022 2022
Non-performing assets:
Non-accruing loans $ 14,823 $ 15,082
Loans 90+ days delinquent and accruing interest - -
Total non-performing loans 14,823 15,082
Foreclosed real estate 26 29
Total non-performing assets $ 14,849 $ 15,111
Ratio of non-performing loans to total loans 0.97 % 1.04 %
Ratio of non-performing loans to total assets 0.77 % 0.81 %
Ratio of non-performing assets to total assets 0.77 % 0.81 %
Ratio of allowance for loan losses to total loans 1.23 % 1.27 %
Loans are reviewed on a regular basis and are placed on non-accrual status when
they become 90 days delinquent. When loans are placed on non-accrual status,
unpaid accrued interest is fully reserved, and further income is recognized only
to the extent received. Non-performing assets decreased $262,000 from September
30, 2022 to December 31, 2022 . The $14.8 million of non-accruing loans at
December 31, 2022 included 19 residential loans with an aggregate outstanding
balance of $1.5 million , 25 commercial and commercial real estate loans with
aggregate outstanding balances of $13.2 million and 23 consumer loans with
aggregate balances of $143,000 . Within the residential loan balance were
$200,000 of loans past due less than 90 days. In the quarter ended December 31,
2022 , the Company identified five residential loans which, although paying as
agreed, have a high probability of default. Foreclosed real estate decreased
$3,000 to $26,000 at December 31, 2022 . Foreclosed real estate consists of one
residential property.
At
As ofDecember 31, 2022 , TDRs were comprised of five residential loans totaling$215,000 , six commercial and commercial real estate loans totaling$1.6 million and four consumer loans (home equity loans, home equity lines and credit, indirect auto and other loans) totaling$37,000 .
For the three month period ended
Liquidity and Capital Resources
We maintain liquid assets at levels we consider adequate to meet both our short-term and long-term liquidity needs. We adjust our liquidity levels to fund deposit outflows, repay our borrowings and to fund loan commitments. We also adjust liquidity as appropriate to meet asset and liability management objectives. Our primary sources of liquidity are deposits, prepayment and repayment of loans and mortgage-backed securities, maturities of investment securities and other short-term investments, and earnings and funds provided from operations, as well as access to FHLB advances and other borrowing sources. While scheduled principal repayments on loans and mortgage-backed securities are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and rates offered by our competition. We set the interest rates on our deposits to maintain a desired level of total deposits. A portion of our liquidity consists of cash and cash equivalents and borrowings, which are a product of our operating, investing and financing activities. AtDecember 31, 2022 ,$28.8 million of our assets were invested in cash and cash equivalents. Our primary sources of cash are principal repayments on loans, proceeds from the maturities of investment securities, principal repayments of mortgage-backed securities and increases in deposit accounts and borrowings. As ofDecember 31, 2022 , we had$305.6 million of borrowings outstanding from the Pittsburgh FHLB. We have access to total FHLB advances of up to approximately$788.3 million . 37 -------------------------------------------------------------------------------- AtDecember 31, 2022 , we had$411.4 million in loan commitments outstanding, which included, in part,$225.2 million in undisbursed construction loans and land development loans,$53.4 million in unused home equity lines of credit,$96.1 million in commercial lines of credit and commitments to originate commercial loans,$14.4 million in performance standby letters of credit and$22.3 million in other unused commitments which are primarily to originate residential mortgage loans and multifamily loans. Certificates of deposit due within one year ofDecember 31, 2022 totaled$141.7 million , or 68.5% of certificates of deposit. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or beforeDecember 31, 2023 . We believe, however, based on past experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered. As reported in the Consolidated Statements of Cash Flow, our cash flows are classified for financial reporting purposes as operating, investing or financing cash flows. Net cash provided by operating activities was$3.1 million and$3.6 million for the three months endedDecember 31, 2022 and 2021, respectively. These amounts differ from our net income because of a variety of cash receipts and disbursements that did not affect net income for the respective periods. Net cash (used for) provided by investing activities was$(66.1) million and$34.6 million for the three months endedDecember 31, 2022 and 2021, respectively, principally reflecting our loan and investment security activities. Deposit and borrowing cash flows have comprised most of our financing activities, which resulted in net cash provided by of$63.8 million and$1.3 million for the three months endedDecember 31, 2022 and 2021, respectively.
Critical Accounting Policies
We consider accounting policies that require management to exercise significant judgment or discretion or make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income, to be critical accounting policies. We consider the following to be our critical accounting policies: Allowance for Loan Losses. The allowance for loan losses is the estimated amount considered necessary to cover credit losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses which is charged against income. In determining the allowance for loan losses, management makes significant estimates and has identified this policy as one of our most critical. The methodology for determining the allowance for loan losses is considered a critical accounting policy by management due to the high degree of judgment involved, the subjectivity of the assumptions utilized and the potential for changes in the economic environment that could result in changes to the amount of the recorded allowance for loan losses. As a substantial amount of our loan portfolio is collateralized by real estate, appraisals of the underlying value of property securing loans and discounted cash flow valuations of properties are critical in determining the amount of the allowance required for specific loans. Assumptions for appraisals and discounted cash flow valuations are instrumental in determining the value of properties. Overly optimistic assumptions or negative changes to assumptions could significantly impact the valuation of a property securing a loan and the related allowance determined. The assumptions supporting such appraisals and discounted cash flow valuations are carefully reviewed by management to determine that the resulting values reasonably reflect amounts realizable on the related loans. Management performs a quarterly evaluation of the adequacy of the allowance for loan losses. Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal and external loan reviews and other relevant factors. This evaluation is inherently subjective, as it requires material estimates that may be susceptible to significant revision based on changes in economic and real estate market conditions. The analysis of the allowance for loan losses has two components: specific and general allocations. Specific allocations are made for loans that are determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. The general allocation is determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment history. We also analyze historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations. This analysis establishes factors that are applied to the loan groups to determine the amount of the general allocations. Actual loan losses may be significantly more than the allowance for loan losses we have established which could have a material negative effect on our financial results.Goodwill and Intangible Assets.Goodwill is not amortized, but it is tested at least annually for impairment in the fourth quarter, or more frequently if indicators of impairment are present. If the estimated current fair value of a reporting unit exceeds its carrying value, no additional testing is required and an impairment loss is not recorded. The Company uses market capitalization and multiples of tangible book value methods to determine the estimated current fair value of its reporting unit. Based on this analysis, no impairment was recorded in 2022 or 2021. 38 -------------------------------------------------------------------------------- The other intangibles assets are assigned useful lives, which are amortized on an accelerated basis over their weighted-average lives. The Company periodically reviews the intangible assets for impairment as events or changes in circumstances indicate that the carrying amount of such asset may not be recoverable. Based on these reviews, no impairment was recorded in 2022 or 2021. Derivative Instruments and Hedging Activities. The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
Fair Value Measurements. We group our assets at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:
• Level I - Valuation is based upon quoted prices for identical instruments
traded in active markets.
• Level II - Valuation is based upon quoted prices for similar instruments in
active markets, quoted prices for identical or similar instruments in
markets that are not active, and model-based valuation techniques for which
all significant assumptions are observable in the market.
• Level III - Valuation is generated from model-based techniques that use
significant assumptions not observable in the market. These unobservable
assumptions reflect the Company's own estimates of assumptions that market
participants would use in pricing the asset.
We base our fair values on the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date. It is our policy to maximize the use of
observable inputs and minimize the use of unobservable inputs when developing
fair value measurements, in accordance with the fair value hierarchy in
generally accepted accounting principles.
Fair value measurements for most of our assets are obtained from independent
pricing services that we have engaged for this purpose. When available, we, or
our independent pricing service, use quoted market prices to measure fair value.
If market prices are not available, fair value measurement is based upon models
that incorporate available trade, bid, and other market information.
Subsequently, all of our financial instruments use either of the foregoing
methodologies to determine fair value adjustments recorded to our financial
statements. In certain cases, however, when market observable inputs for
model-based valuation techniques may not be readily available, we are required
to make judgments about assumptions market participants would use in estimating
the fair value of financial instruments. The degree of management judgment
involved in determining the fair value of a financial instrument is dependent
upon the availability of quoted market prices or observable market parameters.
For financial instruments that trade actively and have quoted market prices or
observable market parameters, there is minimal subjectivity involved in
measuring fair value. When observable market prices and parameters are not fully
available, management judgment is necessary to estimate fair value. In addition,
changes in the market conditions may reduce the availability of quoted prices or
observable data. When market data is not available, we use valuation techniques
requiring more management judgment to estimate the appropriate fair value
measurement. Therefore, the results cannot be determined with precision and may
not be realized in an actual sale or immediate settlement of the asset.
Additionally, there may be inherent weaknesses in any calculation technique, and
changes in the underlying assumptions used, including discount rates and
estimates of future cash flows, that could significantly affect the results of
current or future valuations.
Other-than-Temporary Investment Security Impairment. Securities are evaluated
periodically to determine whether a decline in their value is
other-than-temporary. Management utilizes criteria such as the magnitude and
duration of the decline, in addition to the reasons underlying the decline, to
determine whether the loss in value is other-than-temporary. The term
"other-than-temporary" is not intended to indicate that the decline is
permanent, but indicates that the prospect for a near-term recovery of value is
not necessarily favorable, or that there is a lack of evidence to support a
realizable value equal to or greater than the carrying value of the investment.
Once a decline in value is determined to be other-than-temporary, the value of
the security is reduced and a corresponding charge to earnings is recognized.
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Deferred Income Taxes. We use the asset and liability method of accounting for
income taxes. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. If
current available information raises doubt as to the realization of the deferred
tax assets, a valuation allowance is established. We consider the determination
of this valuation allowance to be a critical accounting policy because of the
need to exercise significant judgment in evaluating the amount and timing of
recognition of deferred tax liabilities and assets, including projections of
future taxable income. These judgments and estimates are reviewed on a continual
basis as regulatory and business factors change. A valuation allowance for
deferred tax assets may be required if the amount of taxes recoverable through
loss carryback declines, or if we project lower levels of future taxable income.
Such a valuation allowance would be established through a charge to income tax
expense that would adversely affect our operating results.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements (as such term is defined in applicableSecurities and Exchange Commission rules) that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources. Item 3. Quantitative and Qualitative Disclosures About Market Risk The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits and borrowings. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, our Board of Directors has approved guidelines for managing the interest rate risk inherent in our assets and liabilities, given our business strategy, operating environment, capital, liquidity and performance objectives. Senior management monitors the level of interest rate risk on a regular basis and the asset/liability committee meets quarterly to review our asset/liability policies and interest rate risk position. We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. The net proceeds from the Company's stock offering increased our capital and provided management with greater flexibility to manage our interest rate risk. In particular, management used the majority of the capital we received to increase our interest-earning assets. There have been no material changes in our interest rate risk sinceSeptember 30, 2022 . Item 4. Controls and Procedures Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective. There were no changes made in the Company's internal controls over financial reporting (as defined by Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) or in other factors that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting during the period covered by this Quarterly Report on Form 10-Q. 40
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