Item
1A. Risk Factors
The
risks described in this Quarterly Report on Form 10-Q are not the only risks facing our Company. Additional risks and uncertainties
not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial
condition, and operating results.
We
may not maintain ongoing profitability.
To
maintain ongoing profitability, we must accomplish numerous objectives, including continued growth in our business, ongoing support
to registered developers whose applications support the use of our data capture products, and the development of successful new
products. We cannot foresee with any certainty whether we will be able to achieve these objectives in the future. Accordingly,
we may not generate sufficient net revenue or manage our expenses sufficiently to maintain ongoing profitability. If we cannot
maintain ongoing profitability, we will not be able to support our operations from positive cash flows, and we would use our existing
cash to support operating losses. If we are unable to secure the necessary capital to replace that cash, we may need to suspend
some or all of our current operations.
We
may require additional capital in the future, but that capital may not be available on reasonable terms, if at all, or on terms
that would not cause substantial dilution to investors’ stock holdings.
We
may need to raise capital to fund our growth or operating losses in future periods. Our forecasts are highly dependent on factors
beyond our control, including market acceptance of our products and delays in deployments by businesses of applications that use
our data capture products. Even if we maintain profitable operating levels, we may need to raise capital to provide sufficient
working capital to fund our growth. If capital requirements vary materially from those currently planned, we may require additional
capital sooner than expected. There can be no assurance that such capital will be available in sufficient amounts or on terms
acceptable to us, if at all.
If
application developers are not successful in their efforts to develop, market and sell their applications into which our software
and products are incorporated, we may not achieve our sales projections.
We
are dependent upon application developers to integrate our scanning and software products into their applications designed for
mobile workers using smartphones, tablets and mobile computers, and to successfully market and sell those application products
and solutions into the marketplace. We focus on serving the needs of application developers as sales of our data capture products
are application driven. However, these developers may take considerable time to complete development of their applications, may
experience delays in their development timelines, may develop competing applications, may be unsuccessful in marketing and selling
their application products and solutions to customers, or may experience delays in customer deployments and implementations, which
would adversely affect our ability to achieve our revenue projections.
Failure
to maintain effective internal controls could have a material adverse effect on our business, operating results and stock price.
We
have evaluated and will continue to evaluate our internal control procedures in order to satisfy the requirements of Section 404
of the Sarbanes-Oxley Act, which requires an annual management assessment of the design and effectiveness of our internal control
over financial reporting. If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented
or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal
control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls,
particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important
to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating
results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock
could drop significantly.
Despite
security protections, our business records and information could be hacked by unauthorized personnel
We
protect our business records and information from access by unauthorized personnel and are not aware of any instances where such
data has been compromised. We maintain adequate segregation of duties in safeguarding our assets and related records and monitor
our systems to detect any attempts to bypass our controls and procedures which we evaluate and update from time to time. We are
aware that unauthorized efforts to access our business records and information with sophisticated tools could bypass our controls
and procedures and we remain alert to that possibility.
Global
economic conditions may have a negative impact on our business and financial condition in ways that we currently cannot predict
and may further limit our ability to raise additional funds.
Global
economic conditions may have an impact on our business and our financial condition. We may face significant challenges if global
economic growth slows down and conditions in the financial markets worsen. In particular, should these conditions cause our revenues
to be materially less than forecast, we may find it necessary to initiate reductions in our expenses and defer product development
program. In addition, our ability to access the capital markets and raise funds required for our operations may be severely restricted
at a time when we would like, or need, to do so, which could have an adverse effect on our ability to meet our current and future
funding requirements and on our flexibility to react to changing economic and business conditions.
The
decision by British voters to exit the European Union (“Brexit”) may negatively impact our financial results and cause
realignment of our European and U.K. distribution channels.
Our
products sold in Europe are primarily sold online through third party distributors and resellers operating within the European
Common Market, some of whom are based in the U.K. and others whom are based outside of the U.K. All distributors within the European
Common Market including the U.K. prior to exit may sell our products anywhere within the common market. Our distributors’
customers may purchase our products from any of these distributors. The outcome of Brexit negotiations remain uncertain, but the
UK’s exit will likely change the trading relationship between the U.K. and the European Union which could affect the cost
of goods imported into and exported from the U.K., could increase currency volatility that could drive a weaker British pound
which could cause prices of our products sold in the U.K. to increase or profit margins to decline, may affect the ability of
our distributors operating within the U.K. to sell our products into the European Common Market on competitive terms, and may
affect the ability of our distributors operating within the European Common Market but outside of the U.K. to sell our products
into the U.K. on competitive terms. With a range of outcomes still possible, the impact from Brexit remains uncertain and will
depend, in part, on the final outcome of tariff, trade, regulatory and other negotiations.
Our
quarterly operating results may fluctuate in future periods, which could cause our stock price to decline.
We
expect to experience quarterly fluctuations in operating results in the future. We generally ship orders as received, and as a
result we may have little backlog. Quarterly revenues and operating results therefore depend on the volume and timing of orders
received during the quarter, which are difficult to forecast. Historically, we have often recognized a substantial portion of
our revenue in the last month of the quarter. This subjects us to the risk that even modest delays in orders or in the manufacture
of products relating to orders received, may adversely affect our quarterly operating results. Our operating results may also
fluctuate due to factors such as:
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the
demand for our products;
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the
size and timing of customer orders;
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unanticipated
delays or problems in our introduction of new products and product enhancements;
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the
introduction of new products and product enhancements by our competitors;
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the
timing of the introduction and deployments of new applications that work with our products;
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changes
in the revenues attributable to royalties and engineering development services;
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timing
of software enhancements;
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changes
in the level of operating expenses;
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competitive
conditions in the industry including competitive pressures resulting in lower average
selling prices;
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timing
of distributors’ shipments to their customers;
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delays
in supplies of key components used in the manufacturing of our products; and
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general
economic conditions and conditions specific to our customers’ industries.
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Because
we base our staffing and other operating expenses on anticipated revenues, unanticipated declines or delays in the receipt of
orders can cause significant variations in operating results from quarter to quarter. As a result of any of the foregoing factors,
or a combination, our results of operations in any given quarter may be below the expectations of public market analysts or investors,
in which case the market price of our common stock would be adversely affected.
In
order to maintain the availability of our bank lines of credit we must remain in compliance with the covenants as specified under
the terms of the credit agreements and the bank may exercise discretion in making advances to us.
Our
credit agreements with our bank requires us to maintain compliance with an asset coverage ratio measured monthly, which requirements
increase during the term of the financing agreement, a fixed charge coverage ratio of no less than 1.75 to 1.0, measured quarterly,
and a total funded debt to trailing twelve months EBITDA multiple of not more than 1.75 to 1.0, measured monthly. The agreement
contains customary affirmative and negative covenants, including covenants that limit or restrict our ability to, among other
things, grant liens, make investments, incur indebtedness, merge or consolidate, dispose of assets, make acquisitions, pay dividends
or make distributions, repurchase stock, enter into transactions with affiliates and enter into restrictive agreements, in each
case subject to customary exceptions for a credit facility of this size and type. The agreement also contains customary events
of default including, among others, payment defaults, breaches of covenants, bankruptcy and insolvency events, cross defaults
with certain material indebtedness, judgment defaults, and breaches of representations and warranties. Upon an event of default,
our bank may declare all or a portion of our outstanding obligations payable to be immediately due and payable and exercise other
rights and remedies provided for under the agreement. During the existence of an event of default, interest on the obligations
could be increased. The agreement may be terminated by us or by our bank at any time. Upon such termination, our bank would no
longer make advances under the credit agreement and outstanding advances would be repaid as receivables are collected. All advances
are at our bank’s discretion and our bank is not obligated to make advances.
Deferred
tax assets comprise a significant portion of our assets and are dependent upon future tax profitability to realize the benefits.
We
have recorded deferred tax assets on our balance sheet because we believe that it is more likely than not that we will generate
sufficient tax profitability in the future to realize the tax savings our deferred tax assets represent. If we do not achieve
and maintain sufficient profitability, the tax savings represented by our deferred tax assets may never be realized and we would
need to recognize a loss for those deferred tax assets.
Goodwill
comprises a significant portion of our assets and may be subject to impairment write-downs in future periods which would substantially
increase our losses, make it more difficult to achieve profitability, and could cause our stock price to decline.
We
review our goodwill for impairment at least annually as of September 30th, and more often if factors suggest potential impairment.
Many factors are considered in evaluating goodwill including our market capitalization, comparable companies within our industry,
our estimates of our future performance, and discounted cash flow analysis. Many of these factors are highly subjective and may
be negatively impacted by our financial results and market conditions in the future. We may incur goodwill impairment charges
in the future and any future write-downs of our goodwill would adversely affect our operating results, make it more difficult
to maintain profitability, and as a result the market price of our common stock could be adversely affected.
We
may be unable to manufacture our products because we are dependent on a limited number of qualified suppliers for our components.
Several
of our component parts are produced by one or a limited number of suppliers. Shortages or delays could occur in these essential
components due to an interruption of supply or increased demand in the industry. Suppliers may choose to restrict credit terms
or require advance payment causing delays in the procurement of essential materials. If we are unable to procure certain component
parts, we could be required to reduce our operations while we seek alternative sources for these components, which could have
a material adverse effect on our financial results. To the extent that we acquire extra inventory stocks to protect against possible
shortages, we would be exposed to additional risks associated with holding inventory, such as obsolescence, excess quantities,
or loss.
If
we fail to develop and introduce new products rapidly and successfully, we will not be able to compete effectively, and our ability
to generate sufficient revenues will be negatively affected.
The
market for our products is prone to rapidly changing technology, evolving industry standards and short product life cycles. If
we are unsuccessful at developing and introducing new products and services on a timely basis that include the latest technologies
conform to the newest standards and that are appealing to end users, we will not be able to compete effectively, and our ability
to generate significant revenues will be seriously harmed.
The
development of new products and services can be very difficult and requires high levels of innovation. The development process
is also lengthy and costly. Short product life cycles for smartphones and tablets expose our products to the risk of obsolescence
and require frequent new product upgrades and introductions. We will be unable to introduce new products and services into the
market on a timely basis and compete successfully, if we fail to:
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invest
significant resources in research and development, sales and marketing, and customer
support;
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identify
emerging trends, demands and standards in the field of mobile computing products;
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enhance
our products by adding additional features;
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maintain
superior or competitive performance in our products; and
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anticipate
our end users’ needs and technological trends accurately.
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We
cannot be sure that we will have sufficient resources to make adequate investments in research and development or that we will
be able to identify trends or make the technological advances necessary to be competitive.
A
significant portion of our revenue currently comes from a limited number of distributors, and any decrease in revenue from these
distributors could harm our business.
A
significant portion of our revenue comes from a limited number of distributors. In the first quarters of 2019 and 2018, Ingram
Micro® and BlueStar together represented approximately 63% and 55%, respectively, of our worldwide revenues. We expect that
a significant portion of our revenue will continue to depend on sales to a limited number of distributors. We do not have long-term
commitments from our distributors to carry our products, and any of our distributors may from quarter to quarter comprise a significant
concentration of our revenues. Any could choose to stop selling some or all of our products at any time, and each of these companies
also carries our competitors’ products. If we lose our relationship with any of our significant distributors, we would experience
disruption and delays in marketing our products.
We
may not be able to collect receivables from customers who experience financial difficulties
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Our
accounts receivables are derived primarily from distributors. We perform ongoing credit evaluations of our customers’ financial
conditions but generally require no collateral from our customers. Reserves are maintained for potential credit losses, and such
losses have historically been within such reserves. However, many of our customers may be thinly capitalized and may be prone
to failure in adverse market conditions. Although our collection history has been good, from time to time a customer may not pay
us because of financial difficulty, bankruptcy or liquidation. If global financial conditions have an impact on our customers’
ability to pay us in a timely manner, and consequently, we may experience increased difficulty in collecting our accounts receivable,
and we may have to increase our reserves in anticipation of increased uncollectible accounts.
We
could face increased competition in the future, which would adversely affect our financial performance.
The
market in which we operate is very competitive. Our future financial performance is contingent on a number of unpredictable factors,
including that:
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some
of our competitors have greater financial, marketing, and technical resources than we
do;
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we
periodically face intense price competition, particularly when our competitors have excess
inventories and discount their prices to clear their inventories; and
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certain
manufacturers of tablets and mobile phones offer products with built-in functions, such
as Bluetooth wireless technology or barcode scanning, that compete with our products.
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Increased
competition could result in price reductions, fewer customer orders, reduced margins, and loss of market share. Our failure to
compete successfully against current or future competitors could harm our business, operating results and financial condition.
If
we do not correctly anticipate demand for our products, our operating results will suffer.
The
demand for our products depends on many factors and is difficult to forecast as we introduce and support more products, and as
competition in the markets for our products intensifies. If demand is lower than forecasted levels, we could have excess production
resulting in higher inventories of finished products and components, which could lead to write-downs or write-offs of some or
all of the excess inventories, and reductions in our cash balances. Lower than forecasted demand could also result in excess manufacturing
capacity at our third-party manufacturers and in our failure to meet minimum purchase commitments, each of which may lower our
operating results.
If
demand increases beyond forecasted levels, we would have to rapidly increase production at our third-party manufacturers. We depend
on suppliers to provide additional volumes of components, and suppliers might not be able to increase production rapidly enough
to meet unexpected demand. Even if we were able to procure enough components, our third-party manufacturers might not be able
to produce enough of our devices to meet our customer demand. In addition, rapid increases in production levels to meet unanticipated
demand could result in higher costs for manufacturing and supply of components and other expenses. These higher costs could lower
our profit margins. Further, if production is increased rapidly, manufacturing yields could decline, which may also lower operating
results.
We
rely primarily on distributors to sell our products, and our sales would suffer if any of these distributors stops selling our
products effectively.
Because
we sell our products primarily through distributors, we are subject to risks associated with channel distribution, such as risks
related to their inventory levels and support for our products. Our distribution channels may build up inventories in anticipation
of growth in their sales. If such growth in their sales does not occur as anticipated, the inventory build-up could contribute
to higher levels of product returns. The lack of sales by any one significant participant in our distribution channels could result
in excess inventories and adversely affect our operating results and working capital liquidity.
Our
agreements with distributors are generally nonexclusive and may be terminated on short notice by them without cause. Our distributors
are not within our control, are not obligated to purchase products from us, and may offer competitive lines of products simultaneously.
Sales growth is contingent in part on our ability to enter into additional distribution relationships and expand our sales channels.
We cannot predict whether we will be successful in establishing new distribution relationships, expanding our sales channels or
maintaining our existing relationships. A failure to enter into new distribution relationships or to expand our sales channels
could adversely impact our ability to grow our sales.
We
allow our distribution channels to return a portion of their inventory to us for full credit against other purchases. In addition,
in the event we reduce our prices, we credit our distributors for the difference between the purchase price of products remaining
in their inventory and our reduced price for such products. Actual returns and price protection may adversely affect future operating
results and working capital liquidity by reducing our accounts receivable and increasing our inventory balances, particularly
since we seek to continually introduce new and enhanced products and are likely to face increasing price competition.
We
depend on alliances and other business relationships with third parties, and a disruption in these relationships would hinder
our ability to develop and sell our products.
We
depend on strategic alliances and business relationships with leading participants in various segments of the mobile applications
market to help us develop and market our products. Our strategic partners may revoke their commitment to our products or services
at any time in the future or may develop their own competitive products or services. Accordingly, our strategic relationships
may not result in sustained business alliances, successful product or service offerings, or the generation of significant revenues.
Failure of one or more of such alliances could result in delay or termination of product development projects, failure to win
new customers, or loss of confidence by current or potential customers.
We
have devoted significant research and development resources to design products to work with a number of operating systems used
in mobile devices including Apple® (iOS), Google™ (Android™) and Microsoft® (Windows®). Such design activities
have diverted financial and personnel resources from other development projects. These design activities are not undertaken pursuant
to any agreement under which Apple, Google or Microsoft is obligated to collaborate or to support the products produced from such
collaboration. Consequently, these organizations may terminate their collaborations with us for a variety of reasons, including
our failure to meet agreed-upon standards or for reasons beyond our control, such as changing market conditions, increased competition,
discontinued product lines, and product obsolescence.
Our
intellectual property and proprietary rights may be insufficient to protect our competitive position.
Our
business depends on our ability to protect our intellectual property. We rely primarily on patent, copyright, trademark, trade
secret laws, and other restrictions on disclosure to protect our proprietary technologies. We cannot be sure that these measures
will provide meaningful protection for our proprietary technologies and processes. We cannot be sure that any patent issued to
us will be sufficient to protect our technology. The failure of any patents to provide protection to our technology would make
it easier for our competitors to offer similar products. In connection with our participation in the development of various industry
standards, we may be required to license certain of our patents to other parties, including our competitors that develop products
based upon the adopted standards.
We
also generally enter into confidentiality agreements with our employees, distributors, and strategic partners, and generally control
access to our documentation and other proprietary information. Despite these precautions, it may be possible for a third-party
to copy or otherwise obtain and use our products, services, or technology without authorization, develop similar technology independently,
or design around our patents.
Effective
copyright, trademark, and trade secret protection may be unavailable or limited in certain foreign countries.
We
may become subject to claims of intellectual property rights infringement, which could result in substantial liability.
In
the course of operating our business, we may receive claims of intellectual property infringement or otherwise become aware of
potentially relevant patents or other intellectual property rights held by other parties. Many of our competitors have large intellectual
property portfolios, including patents that may cover technologies that are relevant to our business. In addition, many smaller
companies, universities, and individuals have obtained or applied for patents in areas of technology that may relate to our business.
The industry is moving towards aggressive assertion, licensing, and litigation of patents and other intellectual property rights.
If
we are unable to obtain and maintain licenses on favorable terms for intellectual property rights required for the manufacture,
sale, and use of our products, particularly those products which must comply with industry standard protocols and specifications
to be commercially viable, our results of operations or financial condition could be adversely impacted.
In
addition to disputes relating to the validity or alleged infringement of other parties’ rights, we may become involved in
disputes relating to our assertion of our own intellectual property rights. Whether we are defending the assertion of intellectual
property rights against us or asserting our intellectual property rights against others, intellectual property litigation can
be complex, costly, protracted, and highly disruptive to business operations by diverting the attention and energies of management
and key technical personnel. Plaintiffs in intellectual property cases often seek injunctive relief, and the measures of damages
in intellectual property litigation are complex and often subjective or uncertain. Thus, any adverse determinations in this type
of litigation could subject us to significant liabilities and costs.
New
industry standards may require us to redesign our products, which could substantially increase our operating expenses.
Standards
for the form and functionality of our products are established by standards committees. These independent committees establish
standards, which evolve and change over time, for different categories of our products. We must continue to identify and ensure
compliance with evolving industry standards so that our products are interoperable and we remain competitive. Unanticipated changes
in industry standards could render our products incompatible with products developed by major hardware manufacturers and software
developers. Should any major changes, even if anticipated, occur, we would be required to invest significant time and resources
to redesign our products to ensure compliance with relevant standards. If our products are not in compliance with prevailing industry
standards for a significant period of time, we would miss opportunities to sell our products for use with new hardware components
from mobile computer manufacturers and OEMs, thus affecting our business.
Undetected
flaws and defects in our products may disrupt product sales and result in expensive and time-consuming remedial action.
Our
hardware and software products may contain undetected flaws, which may not be discovered until customers have used the products.
From time to time, we may temporarily suspend or delay shipments or divert development resources from other projects to correct
a particular product deficiency. Efforts to identify and correct errors and make design changes may be expensive and time consuming.
Failure to discover product deficiencies in the future could delay product introductions or shipments, require us to recall previously
shipped products to make design modifications, or cause unfavorable publicity, any of which could adversely affect our business
and operating results.
The
loss of one or more of our senior personnel could harm our existing business.
A
number of our officers and senior managers have been employed for more than twenty years by us, including our President, Chief
Financial Officer, Vice President of Operations and Vice President of Engineering/Chief Technical Officer. Our future success
will depend upon the continued service of key officers and senior managers. Competition for officers and senior managers is intense,
and there can be no assurance that we will be able to retain our existing senior personnel. The loss of one or more of our officers
or key senior managers could adversely affect our ability to compete.
The
expensing of options will continue to reduce our operating results such that we may find it necessary to change our business practices
to attract and retain employees.
Historically,
we have used stock options as a key component of our employee compensation packages. We believe that stock options provide an
incentive to our employees to maximize long-term stockholder value and, through the use of vesting, encourage valued employees
to remain with us. The expensing of employee stock options adversely affects our net income and earnings per share, will continue
to adversely affect future quarters, and will make profitability harder to achieve. In addition, we may decide in response to
the effects of expensing stock options on our operating results to reduce the number of stock options granted to employees or
to grant options to fewer employees. This could adversely affect our ability to retain existing employees and attract qualified
candidates, and also could increase the cash compensation we would have to pay to them.
If
we are unable to attract and retain highly skilled sales and marketing and product development personnel, our ability to develop
and market new products and product enhancements will be adversely affected.
We
believe our ability to achieve increased revenues and to develop successful new products and product enhancements will depend
in part upon our ability to attract and retain highly skilled sales and marketing and product development personnel. Our products
involve a number of new and evolving technologies, and we frequently need to apply these technologies to the unique requirements
of mobile products. Our personnel must be familiar with both the technologies we support and the unique requirements of the products
to which our products connect. Competition for such personnel is intense, and we may not be able to attract and retain such key
personnel. In addition, our ability to hire and retain such key personnel will depend upon our ability to raise capital or achieve
increased revenue levels to fund the costs associated with such key personnel. Failure to attract and retain such key personnel
will adversely affect our ability to develop and market new products and product enhancements.
Our
operating results could be harmed by economic, political, regulatory and other risks associated with export sales.
Our
operating results are subject to the risks inherent in export sales, including:
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unexpected
changes in regulatory requirements, import and export restrictions and tariffs;
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difficulties
in managing foreign operations;
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the
burdens of complying with a variety of foreign laws;
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greater
difficulty or delay in accounts receivable collection;
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potentially
adverse tax consequences; and
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political
and economic instability.
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Our
export sales are primarily denominated in Euros for our sales to European distributors. Accordingly, an increase in the value
of the United States dollar relative to Euros could make our products more expensive and therefore potentially less competitive
in European market. Declines in the value of the Euro relative to the United States dollar may result in foreign currency losses
relating to collection of Euro denominated receivables if left unhedged.
Our
operations are vulnerable to interruption by fire, earthquake, power loss, telecommunications failure, and other events beyond
our control.
Our
corporate headquarters is located near an earthquake fault. The potential impact of a major earthquake on our facilities, infrastructure,
and overall business is unknown. Additionally, we may experience electrical power blackouts or natural disasters that could interrupt
our business. Should a disaster be widespread, such as a major earthquake, or result in the loss of key personnel, we may not
be able to implement our disaster recovery plan in a timely manner. Any losses or damages incurred by us as a result of these
events could have a material adverse effect on our business.
The
sale of a substantial number of shares of our common stock could cause the market price of our common stock to decline.
Sales
of a substantial number of shares of our common stock in the public market could adversely affect the market price for our common
stock. The market price of our common stock could also decline if one or more of our significant stockholders decided for any
reason to sell substantial amounts of our common stock in the public market.
As
of May 3, 2019, we had 5,999,159 shares of common stock outstanding. Substantially all of these shares are freely tradable in
the public market, either without restriction or subject, in some cases, only to S-3 prospectus delivery requirements and, in
other cases, only to manner of sale, volume, and notice requirements of Rule 144 under the Securities Act.
As
of May 3, 2019, we had 2,457,134 shares of common stock subject to outstanding options under our stock option plans, and 155,592
shares of common stock were available for future issuance under the plans. We have registered the shares of common stock subject
to outstanding options and reserved for issuance under our stock option plans. Accordingly, the shares of common stock underlying
vested options will be eligible for resale in the public market as soon as the options are exercised.
Volatility
in the trading price of our Common Stock could negatively impact the price of our Common Stock.
During
the period from January 1, 2018 through May 3, 2019, our common stock price fluctuated between a high of $4.16 and a low of $1.35.
We have experienced low trading volumes in our stock, and thus relatively small purchases and sales can have a significant effect
on our stock price. The trading price of our common stock could be subject to wide fluctuations in response to many factors, some
of which are beyond our control, including general economic conditions and the outlook of securities analysts and investors on
our industry. In addition, the stock markets in general, and the markets for high technology stocks in particular, have experienced
high volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations
may adversely affect the trading price of our common stock.