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[August 06, 2014]
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
(Edgar Glimpses Via Acquire Media NewsEdge) FINANCIAL CONDITION AND RESULTS OF OPERATIONS Critical Accounting Policies and Estimates: The Company's consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates and judgments, including those related to collectibility of accounts receivable, recovery of inventories, impairment of goodwill and other intangibles, and prepublication costs. Management bases its estimates and judgments on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results may differ from these estimates. The significant accounting policies which management believes are most critical to aid in fully understanding and evaluating the Company's reported financial results include the following: Accounts Receivable. Management performs ongoing credit evaluations of the Company's customers and adjusts credit limits based upon payment history and the customer's current creditworthiness. Collections and payments from customers are continuously monitored. A provision for estimated credit losses is determined based upon historical experience and any specific customer collection risks that have been identified. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.
Inventories. Management records reductions in the cost basis of inventory for excess and obsolete inventory based primarily upon historical and forecasted product demand. If actual market conditions are less favorable than those projected by management, additional inventory charges may be required.
Goodwill and Other Intangibles. Other intangibles include customer lists and technology, which are amortized on a straight-line basis over periods ranging from three to fifteen years, and an indefinite-lived trade name. The Company evaluates possible impairment of goodwill and other intangibles at the reporting unit level, which is the operating segment or one level below the operating segment, on an annual basis or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The Company completed its annual impairment test at September 28, 2013, which resulted in no change to the nature or carrying amounts of its intangible assets. In the second quarter of fiscal 2014, the Company recorded a $4.5 million impairment charge of FastPencil's goodwill with a corresponding reduction in the related contingent consideration liability of $2.6 million.
Changes in market conditions or poor operating results could result in a decline in value of the Company's goodwill and other intangible assets thereby potentially requiring an additional impairment charge in the future.
Prepublication Costs. The Company capitalizes prepublication costs, which include the costs of acquiring rights to publish a work and costs associated with bringing a manuscript to publication such as artwork and editorial efforts.
Prepublication costs are amortized on a straight-line basis over periods ranging from two to four years. Management regularly evaluates the sales and profitability of the products based upon historical and forecasted demand. If actual market conditions are less favorable than those projected by management, additional amortization expense may be required.
14 -------------------------------------------------------------------------------- Overview: Courier Corporation, founded in 1824, is among America's leading book manufacturers and provider of content management and customization in new and traditional media. The Company also publishes books under three brands offering award-winning content and thousands of titles. The Company has two operating segments: book manufacturing and publishing. The book manufacturing segment streamlines the process of bringing books from the point of creation to the point of use. Based on sales, Courier is the second largest book manufacturer in the United States, offering services from prepress and production through storage and distribution, as well as innovative content management, customization and state-of-the-art digital print capabilities. The publishing segment consists of Dover Publications, Inc. ("Dover"), Research & Education Association, Inc. ("REA"), and Federal Marketing Corporation, d/b/a Creative Homeowner ("Creative Homeowner"). Dover publishes over 10,000 titles in more than 30 specialty categories including children's books, literature, art, music, crafts, mathematics, science, religion and architecture. REA publishes test preparation and study-guide books and software for high school, college and graduate students, and professionals. Creative Homeowner publishes books on home design, decorating, landscaping, and gardening, and also sells home plans.
Results of Operations: FINANCIAL HIGHLIGHTS (dollars in thousands except per share amounts) Quarter Ended Nine Months Ended June 28, June 29, % June 28, June 29, % 2014 2013 Change 2014 2013 Change Net sales $ 67,665 $ 64,143 5 % $ 201,904 $ 190,677 6 % Cost of sales 54,335 49,315 10 % 159,659 147,845 8 % Gross profit 13,330 14,828 -10 % 42,245 42,832 -1 % As a percentage of sales 19.7 % 23.1 % 20.9 % 22.5 % Selling and administrative expenses 11,219 11,813 -5 % 37,989 35,062 8 % Impairment charge, net - - 1,870 - Operating income 2,111 3,015 -30 % 2,386 7,770 -69 % Interest expense, net 207 325 -36 % 490 706 -31 % Pretax income 1,904 2,690 -29 % 1,896 7,064 -73 % Income tax provision 731 1,009 -28 % 1,446 2,627 -45 % Net income $ 1,173 $ 1,681 -30 % $ 450 $ 4,437 -90 % Net income per diluted share $ 0.10 $ 0.15 -33 % $ 0.04 $ 0.39 -90 % Revenues in the third quarter of fiscal 2014 were $67.7 million, up 5% from the same period last year. For the first nine months, revenues were up 6% to $201.9 million compared to the corresponding prior-year period. Book manufacturing segment sales increased 5% in the quarter to $61.1 million, with sales growth in two of the segment's three principal markets. For the first nine months of fiscal 2014, book manufacturing sales increased 6% to $182.1 million with growth in all three of its principal markets. In the publishing segment, revenues were down 4% in the third quarter and down 3% in the first nine months of fiscal 2014 to $8.5 million and $26.6 million, respectively, compared with the same periods last year.
Net income in the third quarter of fiscal 2014 was $1.2 million, down 30% from the same period last year. For the first nine months of fiscal 2014, net income was $450,000 compared to $4.4 million in the corresponding period of fiscal 2013. Year-to-date results include a $4.5 million impairment charge to the goodwill of FastPencil, acquired in April 2013, as well as a $2.6 million reduction in the amount accrued for the contingent "earn out" consideration in the FastPencil acquisition due to a lower probability of FastPencil meeting the revenue targets during the earn out period. The net impact of the impairment of FastPencil's goodwill and the reduction in the contingent consideration payable was a charge of $1.9 million. Both adjustments are non-cash and not deductible for income tax purposes. In the second quarter of fiscal 2014, the Company also recorded an $825,000 write-off in the publishing segment related to the failure of a book distribution customer.
15 -------------------------------------------------------------------------------- Book Manufacturing Segment SEGMENT HIGHLIGHTS (dollars in thousands) Quarter Ended Nine Months Ended June 28, June 29, % June 28, June 29, % 2014 2013 Change 2014 2013 Change Net sales $ 61,121 $ 58,060 5 % $ 182,052 $ 171,460 6 % Cost of sales 50,747 46,209 10 % 150,098 138,165 9 % Gross profit 10,374 11,851 -12 % 31,954 33,295 -4 % As a percentage of sales 17.0 % 20.4 % 17.6 % 19.4 % Selling and administrative expenses 7,395 7,606 -3 % 24,383 22,156 10 % Operating income $ 2,979 $ 4,245 -30 % $ 7,571 $ 11,139 -32 % Within the book manufacturing segment, the Company focuses on three key publishing markets: education, religious and specialty trade. In the third quarter of fiscal 2014, sales to the education market were $29 million, up 7% from the same period last year, and for the year to date, were $79 million, up 9% from the first nine months of last year. This improvement is primarily due to increased sales of elementary and high school textbooks, reflecting improving state budgets and associated school funding levels. Seasonal demand in the education market is typically highest in the second half of the Company's fiscal year. Sales to the religious market increased 12% in the quarter to $17 million compared to the third quarter of last year, with sales to the Company's largest religious customer up 11%. On a year-to-date basis, sales to this customer increased 2%. For the first nine months of fiscal 2014, sales to the religious market were $53 million, up 5% compared to the same period last year. Sales to the specialty trade market were $12 million in the quarter, a decrease of 3% from the third quarter of last year. On a year-to-date basis, sales to the specialty trade market were up 3% to $44 million compared with the first nine months of last year, reflecting higher demand for both four-color work and sales of digital print.
The Company installed a digital print facility at its Kendallville, Indiana facility which began production in the third quarter of fiscal 2013. With continuing growth in digital print demand, in July 2013, the Company announced plans to install a second HP digital inkjet press and expanded binding capabilities for the Kendallville location. Installation was completed in the first quarter of fiscal 2014.
Cost of sales in the book manufacturing segment increased 10% to $50.7 million in the third quarter and increased 9% to $150.1 million in the first nine months of fiscal 2014 compared to the same periods last year. These increases reflect the growth in sales as well as increased depreciation expense of $620,000 and $2.0 million in the third quarter and first nine months, respectively, primarily related to the expansion of the Kendallville digital facility. Gross profit for the third quarter decreased 12%, or $1.5 million, to $10.4 million compared with the corresponding period in fiscal 2013 and, as a percentage of sales, decreased to 17.0% from 20.4%. For the first nine months of fiscal 2014, gross profit decreased 4% to $32.0 million and, as a percentage of sales, decreased to 17.6% from 19.4% for the same period of last year. This decline in gross profit as a percentage of sales reflects a highly competitive pricing environment and increased depreciation expense.
Selling and administrative expenses for the segment decreased 3%, to $7.4 million in the third quarter of fiscal 2014 compared with the same period last year, reflecting the impact of effective cost management and a reduction in variable compensation. On a year-to-date basis, selling and administrative expenses increased $2.2 million compared to the first nine months of last year, primarily due to operating and amortization expenses related to the acquisition of FastPencil in the third quarter of last year.
Third quarter operating income in the book manufacturing segment was $3.0 million compared with $4.2 million in the same period of fiscal 2013. For the first nine months of fiscal 2014, operating income was $7.6 million compared to $11.1 million in fiscal 2013. Results for the quarter and first nine months of fiscal 2014 reflect a highly competitive pricing environment, increased depreciation expense, and costs associated with the acquisition of FastPencil.
16 -------------------------------------------------------------------------------- Publishing Segment SEGMENT HIGHLIGHTS (dollars in thousands) Quarter Ended Nine Months Ended June 28, June 29, % June 28, June 29, % 2014 2013 Change 2014 2013 Change Net sales $ 8,462 $ 8,818 -4 % $ 26,574 $ 27,305 -3 % Cost of sales 5,525 5,831 -5 % 16,366 17,795 -8 % Gross profit 2,937 2,987 -2 % 10,208 9,510 7 % As a percentage of sales 34.7 % 33.9 % 38.4 % 34.8 % Selling and administrative expenses 3,430 3,876 -12 % 12,470 11,903 5 % Operating loss $ (493 ) $ (889 ) $ (2,262 ) $ (2,393 ) Revenues in the Company's publishing segment were down 4% in the third quarter to $8.5 million and down 3% to $26.6 million for the first nine months of fiscal 2014, compared with the corresponding prior year periods. Sales at Dover in fiscal 2014 were $6.6 million in the quarter and $21.0 million for the year to date, slightly ahead of revenues in both the third quarter and first nine months of last year. Growth in Dover's ebook sales and sales to online retailers were offset in part by a decline in both direct-to-consumer and international sales in both the quarter and first nine months. Sales at REA were $1.1 million in the quarter and $3.4 million in the first nine months of fiscal 2014, comparable to the corresponding periods of fiscal 2013. During the first quarter of fiscal 2014, the Company took steps at REA to narrow the focus of its new product development to key test preparation markets, such as AP, CLEP and GED. During the second quarter of fiscal 2014, Creative Homeowner's primary distributor to the home improvement channel suddenly closed and liquidated. Creative Homeowner's sales in the third quarter were $0.8 million, compared to $1.1 million for the same period last year. On a year-to-date basis, sales were $2.2 million, including a reversal of the returns reserve of $450,000 for that distributor, down from $3.0 million in the first nine months of last year.
During fiscal 2014, the publishing segment has continued to increase its range of titles offered online in both printed and ebook form, including approximately 4,900 titles now available as ebooks through Amazon, Apple, Barnes & Noble and Google as well as its own websites.
Cost of sales in the publishing segment decreased 5% to $5.5 million in the third quarter and decreased 8% to $16.4 million in the first nine months of fiscal 2014 compared to the same periods last year, reflecting the lower sales volume and cost reductions. Gross profit in the quarter was $2.9 million, slightly lower than the third quarter of last year, and, as a percentage of sales, increased to 34.7% from 33.9%. For the first nine months of fiscal 2014, gross profit increased 7% to $10.2 million and, as a percentage of sales, increased to 38.4% from 34.8%, reflecting a favorable sales mix, including the impact of growth in ebook sales, and an improved cost structure in the segment.
Selling and administrative expenses for the segment decreased $0.4 million in the quarter compared to the corresponding period last year, reflecting the impact of previous cost reduction measures. For the first nine months of fiscal 2014, selling and administrative expenses increased $0.6 million compared to the same period in fiscal 2013, reflecting an increase in bad-debt expense offset in part by the impact of previous cost reduction measures. During the second quarter of fiscal 2014, Creative Homeowner's primary distributor to the home improvement channel suddenly closed and liquidated and, as a result, the Company recorded a bad debt provision of $1.3 million.
The publishing segment's operating loss was $0.5 million in the third quarter of fiscal 2014 compared to $0.9 million in the corresponding period last year. For the first nine months, the operating loss was $2.3 million compared to $2.4 million in the corresponding period of fiscal 2013. The segment's operating loss for the year to date includes a $1.3 million bad debt provision related to Creative Homeowner's primary distributor. This charge was offset in part by the related reduction in the returns reserve of $450,000, resulting in a net expense of $825,000 in the publishing segment's year-to-date results for fiscal 2014.
Total Consolidated Company Interest expense, net of interest income, was $207,000 in the third quarter of fiscal 2014 compared to $325,000 of net interest expense in the same period last year. For the first nine months of fiscal 2014, interest expense, net of interest income, was $490,000 compared to $706,000 of net interest expense in the corresponding period of fiscal 2013. Average debt under the revolving credit facility in the third quarter 17 -------------------------------------------------------------------------------- of fiscal 2014 was approximately $29.4 million at an average annual interest rate of 1.4%, generating interest expense of approximately $105,000 in the quarter. Average debt under the revolving credit facility in the third quarter of last year was approximately $23.4 million at an average annual interest rate of 1.5%, generating interest expense of approximately $85,000 in the quarter.
Average debt under the revolving credit facility in the first nine months of fiscal 2014 was approximately $25.9 million at an average annual interest rate of 1.4%, generating interest expense of approximately $275,000 over the first nine months of fiscal 2014. Average debt under the revolving credit facility in the first nine months of last year was approximately $15.3 million at an average annual interest rate of 1.5%, generating interest expense of approximately $170,000. In the first quarter of fiscal 2014, the Company entered into a capital lease arrangement for certain assets in its Kendallville, Indiana digital print facility. At June 28, 2014, $9.1 million of debt was outstanding under this arrangement at an implicit interest rate of 1.8%, generating interest expense of approximately $45,000 in the third quarter and $108,000 in the first nine months of fiscal 2014. In addition, approximately $85,000 and $100,000 of interest expense was amortized in the first nine months of fiscal years 2014 and 2013, respectively, associated with the restructuring costs incurred in fiscal 2011. Interest expense also includes commitment fees and other costs associated with maintaining the Company's $100 million revolving credit facility. In the third quarter and first nine months of fiscal 2014, the Company recorded interest income of approximately $135,000 and $315,000, respectively, from loans made in connection with the investment in Brazil.
The tax provision in the first nine months of fiscal 2014 includes the impact of the impairment charge and corresponding reduction in the related contingent consideration liability for FastPencil, neither of which is deductible for income tax purposes. Excluding the impact of these items, the effective tax rate for the first nine months of fiscal 2014 was 38% compared to 37% in the same period last year.
For purposes of computing net income per diluted share, weighted average shares outstanding were 11.5 million in both the third quarter and first nine months of fiscal 2014 compared with 11.4 million in the corresponding periods of last year.
Restructuring Costs In fiscal 2011, the Company recorded restructuring costs of $7.7 million associated with closing and consolidating its Stoughton, Massachusetts manufacturing facility due to the impact of technology and competitive pressures affecting the one-color paperback books in which the plant specialized.
Restructuring costs included $2.3 million for employee severance and benefit costs, $2.1 million for an early withdrawal liability from a multi-employer pension plan, and $3.3 million for lease termination and other facility closure costs. As of June 28, 2014, remaining payments of approximately $2.8 million will be made over periods ranging from 2 years for the building lease obligation to 17 years for the liability related to the multi-employer pension plan. At June 28, 2014, approximately $0.6 million of the restructuring payments were included in "Other current liabilities" and $2.3 million were included in "Other liabilities" in the accompanying consolidated condensed balance sheet. The following table depicts the remaining accrual balances for these restructuring costs.
(000's omitted) Accrual at Charges Costs Accrual at September 28, or Paid or June 28, 2013 Reversals Settled 2014 Employee severance, post-retirement and other benefit costs $ 308 - $ (208 ) $ 100 Early withdrawal from multi-employer pension plan 2,001 - (56 ) 1,945 Lease termination, facility closure and other costs 1,241 - (364 ) 877 Total $ 3,550 - $ (628 ) $ 2,922 Liquidity and Capital Resources: During the first nine months of fiscal 2014, operations provided $20.2 million of cash, compared to $21.1 million in the corresponding period of last year. Net income of $450,000 for the year to date included the $4.5 million non-cash goodwill impairment charge and $2.2 million net reduction in the related contingent consideration liability. Depreciation and amortization were $19.9 million compared with $17.8 million in the first nine months of fiscal 2013.
18 -------------------------------------------------------------------------------- Investment activities used $16.1 million of cash for the year to date. Capital expenditures were $9.4 million. For the entire fiscal year, capital expenditures are expected to be approximately $12 to $14 million, with approximately $10 million related to expanding digital capabilities.
Prepublication costs were $2.1 million in the first nine months of fiscal 2014, compared to $2.6 million in the same period last year. For the full fiscal year, prepublication costs are projected to be approximately $3 million.
In October 2013, the Company announced plans to invest in the education market in Brazil, the largest such market in Latin America, through two separate agreements. Under the first agreement, the Company has a licensing arrangement for its proprietary custom textbook platform with Santillana, the largest Spanish/Portuguese educational publisher in the world. In addition, on October 24, 2013, the Company entered into a definitive agreement ("Investment Agreement") with Digital Page Gráfica E Editora ("Digital Page"), a Sao Paulo-based digital printing firm, which has a multiyear print agreement with Santillana. Under the Investment Agreement, the Company had agreed to invest a total of 20 million Brazilian reals, approximately $9 million, for a 40% equity interest and the founder of Digital Page, who would continue to own 60% of the business and actively manage the operations, would have been entitled to receive up to approximately $3 million of the proceeds over a twelve-month period. The Company, the founder and Digital Page also entered into a stockholders agreement containing restrictions on the transfer of equity interests, put and call rights and governance provisions, including restrictive covenants requiring the Company's consent for any significant action by Digital Page. During the first quarter of fiscal 2014, the Company funded two loans to Digital Page totaling approximately $4.5 million which are secured by a pledge of a 40% interest in Digital Page's equity and bear interest at 1% per month. The principal amount of the loans was to be credited towards the purchase price of the Company's ownership interest. These loans matured on June 18, 2014. Digital Page was unable to fulfill the closing conditions set forth in the Investment Agreement as its financial results have not met expectations. As a result, the Company is negotiating with the founder to restructure the proposed investment to reflect Digital Page's current financial condition. If mutually agreeable terms are not reached with the founder, the proposed investment transaction will not be completed. If the investment transaction is not completed, the Company expects to demand repayment of the loans and if the loans are not repaid, the Company expects to exercise available remedies, including potentially foreclosing on the pledge of equity interests. At June 28, 2014, approximately $4.5 million of cash was on deposit in Brazil in the Company's bank accounts in anticipation of a potential closing of the transaction.
Financing activities for the first nine months of fiscal 2014 provided approximately $0.5 million of cash. In November 2013, the Company announced the approval by its Board of Directors for the repurchase of up to $10 million of the Company's outstanding common stock from time to time on the open market or in privately negotiated transactions, including pursuant to a Rule 10b5-1 nondiscretionary trading plan. Through June 28, 2014 the Company repurchased 133,472 shares of common stock for approximately $1.8 million under this program and paid cash dividends of $7.3 million. In the first quarter of fiscal 2014, the Company entered into a $10.5 million capital lease arrangement for printing and binding equipment in its Kendallville, Indiana digital print facility. At June 28, 2014, $9.1 million of debt was outstanding under this capital lease arrangement and the implicit interest rate was 1.8%. The Company also has a $100 million long-term revolving credit facility in place under which the Company can borrow at a rate not to exceed LIBOR plus 2.25%. At June 28, 2014, the Company had $25.9 million in borrowings under this facility at an interest rate of 1.4%. For the first nine months of fiscal 2014, overall net borrowings increased by $9.3 million. The revolving credit facility, which matures in March 2016, contains restrictive covenants including provisions relating to the incurrence of additional indebtedness and a quarterly test of EBITDA to debt service. The Company was in compliance with all debt covenants at June 28, 2014. The facility also provides for a commitment fee not to exceed 3/8% per annum on the unused portion. The revolving credit facility is used by the Company for both its long-term and short-term financing needs. The Company believes that its cash on hand, cash from operations and the available credit facility will be sufficient to meet its cash requirements for at least the next twelve months.
19 -------------------------------------------------------------------------------- The following table summarizes the Company's contractual obligations and commitments at June 28, 2014 to make future payments as well as its existing commercial commitments.
(000's omitted) Payments due by period Less than 1 to 3 3 to 5 More than Contractual Payments: Total 1 Year Years Years 5 Years Debt, including capital lease obligation (1) $ 35,042 $ 2,606 $ 31,295 $ 1,141 - Interest due on debt (2) 279 140 136 3 - Operating leases (3) 6,019 1,114 1,729 1,669 1,507 Purchase obligations (4) 1,425 1,425 - - - Contingent consideration (5) 2,775 - 2,705 70 - Other liabilities (6) 6,365 813 1,808 637 3,107 Total $ 51,905 $ 6,098 $ 37,673 $ 3,520 $ 4,614 -------------------------------------------------------------------------------- (1) Includes $25.9 million under the Company's long-term revolving credit facility, which has a maturity date of March 2016.
(2) Represents scheduled interest payments on the Company's capital lease.
Future interest on the Company's revolving credit facility is not included because the interest rate and principal balance fluctuate on a daily basis and an estimate could differ significantly from actual interest expense.
(3) Represents amounts at September 28, 2013, except for the Stoughton, Massachusetts building lease obligation which was included in the restructuring accrual in "Other liabilities." (4) Represents capital commitments.
(5) Related to the acquisition of FastPencil in April 2013.
(6) Includes approximately $2.3 million of restructuring costs related to closing the Stoughton, Massachusetts facility, in addition to a current liability of $0.6 million. Operating leases exclude the Stoughton building lease obligation which is included in the above table in "other liabilities." Forward-Looking Information: This Quarterly Report on Form 10-Q includes forward-looking statements.
Statements that describe future expectations, plans or strategies are considered "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 and releases issued by the Securities and Exchange Commission. The words "believe," "expect," "anticipate," "intend," "estimate" and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated. Some of the factors that could affect actual results are discussed in Item 1A of this Form 10-Q and include, among others, pricing actions by competitors and other competitive pressures in the markets in which the Company competes, consolidation among customers and competitors, changes in customers' demand for the Company's products, including seasonal changes in customer orders and shifting orders to lower cost regions, increased concentration with a few customers, success in the execution of acquisitions and the performance and integration of acquired businesses including carrying value of intangible assets and contingent consideration, performance of investments in unconsolidated subsidiaries and exposure to risks of operating internationally, restructuring and impairment charges required under generally accepted accounting principles, insolvency of key customers or vendors, changes in technology including migration from paper-based books to digital, changes in market growth rates, changes in obligations of multiemployer pension plans and general changes in economic conditions, including currency fluctuations, changes in interest rates, changes in consumer confidence, changes in the housing market, and tightness in the credit markets, changes in raw material costs and availability, changes in the Company's labor relations, changes in operating expenses including medical and energy costs, difficulties in the startup of new equipment or information technology systems, changes in copyright laws, changes in consumer product safety regulations, changes in environmental regulations, changes in tax regulations and changes in the Company's effective income tax rate. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements will prove to be accurate. The forward-looking statements included herein are made as of the date hereof, and the Company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances.
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