Haights Cross Communications Reports Second Quarter 2005 Results; Investor and Analyst Conference Call Scheduled for Thursday, August 11, 2005, at 4:00 PM (ET).WHITE PLAINS, N.Y. -- Haights Cross Communications, Inc. (HCC HCC Hepatocellular Carcinoma (liver cancer) HCC Hertfordshire County Council (administrative region of south eastern England UK) HCC Harford Community College (Maryland) ) today reported results for the second quarter ended June 30, 2005. The Company also announced today that it has sold its Chelsea House business, effective August 9, 2005, to Facts on File, Inc. The terms of the deal were not disclosed. Chelsea House will be reported as a discontinued operation discontinued operation A segment of a business that has been abandoned or sold or for which plans for one or another of these actions have been approved. See also continuing operations. beginning in the third quarter ended September 30, 2005. Results for the Second Quarter 2005 Revenue for the second quarter 2005 was $59.8 million, which reflects an increase of $8.9 million, or 17.5%, from revenue of $50.9 million for the second quarter 2004, reflecting Options Publishing and Buckle Down buck·le n. 1. A clasp for fastening two ends, as of straps or a belt, in which a device attached to one of the ends is fitted or coupled to the other. 2. in the 2005 quarter, while the 2004 quarter only includes Buckle Down prospectively from April 15, 2004, the acquisition date. On a proforma Proforma A financial projection based on assumptions. basis for Options Publishing and Buckle Down second quarter 2005 revenue was up $1.0 million, or 1.7%. Revenue for the K-12 Supplemental Education segment decreased $4.3 million, or 19.4%, to $17.8 million for the second quarter 2005 from $22.1 million for the second quarter 2004. Sundance/Newbridge's revenue decreased $3.9 million, or 21.1%, to $14.7 million for the three months ended June 30, 2005, primarily due to a soft funding environment, resulting in purchases of supplemental products being delayed in several large territories. Revenue at Chelsea House decreased $0.4 million, or 10.6%, for the second quarter 2005. Revenue for the Test-prep and Intervention A procedure used in a lawsuit by which the court allows a third person who was not originally a party to the suit to become a party, by joining with either the plaintiff or the defendant. segment increased $8.7 million to $16.1 million for the second quarter 2005, including $8.4 million from Options Publishing, which has no counterpart counterpart n. in the law of contracts, a written paper which is one of several documents which constitute a contract, such as a written offer and a written acceptance. for the second quarter 2004. On a proforma basis reflecting Options Publishing (acquired in December 2004) and Buckle Down (acquired in April 2004) in the second quarter 2004, revenue for second quarter 2005 increased $0.7 million, or 4.9%. Triumph Learning/Buckle Down revenue for the second quarter 2005 was flat to proforma second quarter, resulting from slow purchasing of existing test-prep materials, we believe in advance of the release of significant new test-prep products in the second half 2005 coinciding co·in·cide intr.v. co·in·cid·ed, co·in·cid·ing, co·in·cides 1. To occupy the same relative position or the same area in space. 2. To happen at the same time or during the same period. 3. with new NCLB NCLB No Child Left Behind (US education initiative) testing requirements. Options Publishing revenue for the second quarter 2005 was up 10.2% on a proforma basis, representing an improvement over the first quarter 2005 revenue which was down 14.4% on a proforma basis. Revenue for the Library segment increased $3.3 million, or 19.4%, to $20.2 million for the second quarter 2005 from $17.0 million for the second quarter 2004. Revenue grew in all channels, including library, school, retail and consumer. Continued strong growth in the core library channel was driven by demand for Recorded Books' traditional unabridged audiobooks, especially in the CD format. Revenue for the Medical Education segment increased $1.2 million, or 27.5%, to $5.6 million for the second quarter 2005, resulting from the newly acquired Scott Publishing and CMEInfo imprints, as well as increased revenue from the Practical Reviews product line. Income from operations for the second quarter 2005 increased $1.2 million to $10.3 million from $9.1 million for the second quarter 2004. The second quarter 2005 includes a $3.2 million impairment Impairment 1. A reduction in a company's stated capital. 2. The total capital that is less than the par value of the company's capital stock. Notes: 1. This is usually reduced because of poorly estimated losses or gains. 2. charge at Chelsea House relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc a write-down Write-Down Reducing the book value of an asset because it is overvalued compared to the market value. Notes: This is usually reflected in the company's income statement as an expense, thereby reducing net income. of pre-publication costs. The second quarter 2004 includes a $2.1 million inventory obsolescence ob·so·les·cent adj. 1. Being in the process of passing out of use or usefulness; becoming obsolete. 2. Biology Gradually disappearing; imperfectly or only slightly developed. charge and a $0.4 million write-down of pre-publication costs at Chelsea House. Excluding these charges from both the second quarter 2005 and 2004, on a proforma basis for Buckle Down and Options Publishing, income from operations of $13.5 million for second quarter 2005 declined $1.0 million from $14.5 million for the second quarter 2004, as increased revenue and lower cost of goods sold Cost of goods sold The total cost of buying raw materials, and paying for all the factors that go into producing finished goods. cost of goods sold in the second quarter 2005 were more than offset by increased marketing and sales expenses and amortization of pre-publication costs. EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become , which the Company defines as earnings before interest, taxes, depreciation, and amortization Earnings before interest, taxes, depreciation, and amortization (EBITDA) A financial measure defined as revenues less cost of goods sold and selling, general, and administrative expenses. , increased by $5.4 million to $18.5 million for the second quarter 2005 from $13.1 million for the second quarter 2004. Excluding the second quarter 2004 inventory obsolescence charge for Chelsea House mentioned above, on a proforma basis for Buckle Down and Options Publishing, EBITDA of $18.5 million for the second quarter 2005 decreased $0.5 million from $19.1 million for the second quarter 2004, as increased revenue and lower cost of goods sold in the second quarter 2005 were more than offset by increased marketing and sales expenses. Capital expenditures -- pre-publication costs relate to costs incurred in the development of new products. For the second quarter 2005, HCC invested $7.3 million in pre-publication costs, reflecting the inclusion of Options Publishing as well as increased investments in our other business units most notably our Triumph Learning/Buckle Down businesses, compared to $3.9 million during the second quarter 2004. HCC plans expenditures of approximately $24.0 million for full-year 2005. Capital expenditures -- property and equipment relate to the purchase of tangible fixed assets fixed assets npl → activo sg fijo fixed assets npl → immobilisations fpl fixed assets fix npl → such as computers, software, and leasehold improvements Leasehold Improvement Improvements on a leased asset that increase the value of the asset. Notes: A leasehold improvement is classified as an asset that must be depreciated over time. . For the second quarter 2005, HCC invested $0.6 million in property and equipment, compared to $0.8 million during the second quarter 2004. HCC plans expenditures of approximately $3.5 million for the full year 2005. Results for the six months ended June 30, 2005 Revenue for the six months ended June 30, 2005 was $108.4 million, an increase of $17.9 million, or 19.8%, from revenue of $90.5 million for the six months ended June 30, 2004, reflecting Options Publishing and Buckle Down for the full 2005 period, while the 2004 period only includes Buckle Down prospectively from April 15, 2004, the acquisition date. On a proforma basis for Options Publishing and Buckle Down, first half 2005 revenue was up $3.1 million, or 2.9%. Revenue for the K-12 Supplemental Education segment decreased $4.0 million, or 12.2%, to $29.2 million for the six months ended June 30, 2005, from $33.2 million for the six months ended June 30, 2004. Sundance/Newbridge's revenue declined $3.1 million, or 11.4%, to $23.9 million for the six months ended June 30, 2005 primarily due to a soft funding environment, resulting in purchases of supplemental products being delayed in several large territories. Revenue at Chelsea House declined $1.0 million, or 15.5%, for the six months ended June 30, 2005. Revenue for the Test-prep and Intervention segment increased $14.3 million to $29.7 million for the six months ended June 30, 2005, reflecting Options Publishing and Buckle Down for the full 2005 period, while the 2004 period only includes Buckle Down prospectively from April 15, 2004, the acquisition date. On a proforma basis, segment revenue declined $0.4 million, or 1.5%, reflecting a $0.6 million decline at Triumph Learning/Buckle Down resulting from slow purchasing of existing test-prep materials as mentioned above, offset in part by increased revenue for Options Publishing. Revenue for the Library segment increased $6.1 million, or 18.3%, to $39.7 million for the six months ended June 30, 2005, from $33.6 million for the six months ended June 30, 2004. Revenue grew in all channels including the core library channel driven by strong demand for Recorded Books' traditional unabridged audiobooks, especially in the CD format. Revenue for the Medical Education segment increased $1.4 million, or 17.0%, to $9.7 million for the six months ended June 30, 2005, from $8.3 million for the six months ended June 30, 2004, resulting from the newly acquired Scott Publishing and CMEInfo imprints and Oakstone's medical products including Practical Reviews, Multimedia Reviews, SESAP SESAP Surgical Education and Self-Assessment Program and Osler Os·ler , Sir William 1849-1919. Canadian-born British physician who wrote The Principles and Practice of Medicine (1892), the definitive textbook about clinical medicine for his time and one that has been frequently revised and translated. . Income from operations for the six months ended June 30, 2005 decreased $0.2 million to $15.6 million from $15.8 million for the six months ended June 30, 2004, including the second quarter 2005 and 2004 Chelsea House charges mentioned above. Excluding these Chelsea House charges from both periods, on a proforma basis for Buckle Down and Options Publishing, income from operations of $18.8 million for first half 2005 declined $3.3 million from $22.1 million for the first half 2004, as increased revenue was more than offset by increases most notably in marketing and sales expenses, cost of goods sold, and amortization of pre-publication costs. EBITDA increased by $5.8 million to $28.8 million for the first half 2005 from $23.0 million for the first half 2004. Excluding the second quarter 2004 inventory obsolescence charge for Chelsea House mentioned above, on a proforma basis for Buckle Down and Options Publishing, EBITDA of $28.8 million for the first half 2005 decreased $2.7 million from $31.5 million for the first half 2004, as increased revenue was more than offset by increases most notably in marketing and sales expenses and cost of goods sold. Peter J. Quandt, HCC Chairman and Chief Executive Officer, said: "We had a somewhat mixed quarter. We are very pleased with the continued growth of our Recorded Books business, while the second quarter decline in our Sundance/Newbridge business was disappointing. We do not see the issues this business faced in the quarter as pointing to a systemic systemic /sys·tem·ic/ (sis-tem´ik) pertaining to or affecting the body as a whole. sys·tem·ic adj. 1. Of or relating to a system. 2. weakness in their markets and expect to see school district spending approach normal levels over the next few quarters." Paul J. Crecca, HCC Executive Vice President and Chief Financial Officer, added: "The second quarter was generally in line with our expectations, Sundance/Newbridge being the notable exception. We are optimistic op·ti·mist n. 1. One who usually expects a favorable outcome. 2. A believer in philosophical optimism. op this business will recover in the second half, and continue to expect a strong showing from our Test-prep businesses over the balance of 2005 as new products are rolled out to coincide with NCLB requirements." Investor Conference Call HCC's conference call for investors, analysts, and the media will be held on August 11, 2005, starting at 4:00 PM (ET). Participating in the call will be Peter J. Quandt, HCC Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , and Paul J. Crecca, HCC Executive Vice President and CFO See Chief Financial Officer. . To participate, please call 1-800-230-1059 (USA) or 612-234-9959 (International). Digitized replay of the conference call will be available from August 11, 2005, starting at 7:30 PM (ET) ending on August 25, 2005 at 11:59 PM (ET). To listen to the replay, please call 1-800-475-6701 (USA) or 320-365-3844 (International) and enter the access code of 785461. Pro Forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma Historical Financial Results This press release includes comparisons made to historical financial results for the three and six months ended June 30, 2004 on a pro forma basis after giving effect to the acquisitions of Buckle Down Publishing (in April 2004) and Options Publishing (in December 2004). These pro forma financial statements Pro forma financial statements A firm's financial statements as adjusted to reflect a projected or planned transaction. "What-if" analysis. are included in the Company's press release and current report on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. of May 18, 2005 and are incorporated herein by reference.
Haights Cross Communications Operating Unit Highlights
Second Quarter 2005
K-12 Supplemental Education Segment: Sundance/Newbridge Sundance's Reading PowerWorks continued to enjoy strong sales and was honored hon·or n. 1. High respect, as that shown for special merit; esteem: the honor shown to a Nobel laureate. 2. a. Good name; reputation. b. as one of four finalists for the American Educational Publishers Association's Golden Lamp Awards as one of the best new educational products of the year. Newbridge also licensed 24 new titles from Rourke Publishing, 12 comprising independent classroom reading libraries to support Newbridge's Read to Learn Social Studies; and 12 comprising independent classroom reading libraries to support Newbridge's forthcoming All About Math for Grades K-2. Test-Prep and Intervention Segment: Triumph Learning/Buckle Down Triumph Learning recently published test-prep books for the new testing programs in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , Illinois Illinois, river, United States Illinois, river, 273 mi (439 km) long, formed by the confluence of the Des Plaines and Kankakee rivers, NE Ill., and flowing SW to the Mississippi at Grafton, Ill. It is an important commercial and recreational waterway. , Texas, Pennsylvania Pennsylvania (pĕnsəlvā`nyə), one of the Middle Atlantic states of the United States. It is bordered by New Jersey, across the Delaware River (E), Delaware (SE), Maryland (S), West Virginia (SW), Ohio (W), and Lake Erie and New York , Connecticut Connecticut, state, United States Connecticut (kənĕt`ĭkət), southernmost of the New England states of the NE United States. It is bordered by Massachusetts (N), Rhode Island (E), Long Island Sound (S), and New York (W). , Georgia Georgia, country, Asia Georgia (jôr`jə), Georgian Sakartvelo, Rus. Gruziya, officially Republic of Georgia, republic (2005 est. pop. 4,677,000), c.26,900 sq mi (69,700 sq km), in W Transcaucasia. , North Carolina North Carolina, state in the SE United States. It is bordered by the Atlantic Ocean (E), South Carolina and Georgia (S), Tennessee (W), and Virginia (N). Facts and Figures Area, 52,586 sq mi (136,198 sq km). Pop. , South Carolina South Carolina, state of the SE United States. It is bordered by North Carolina (N), the Atlantic Ocean (SE), and Georgia (SW). Facts and Figures Area, 31,055 sq mi (80,432 sq km). Pop. (2000) 4,012,012, a 15. and Virginia. In some states, these new product lines are more comprehensive than anything Triumph has done in the past. For the Texas Assessment of Knowledge and Skills (TAKS TAKS Texas Assessment of Knowledge and Skills (statewide student assessment as of Spring 2003) ) tests, 50 books were published under Triumph Learning's Coach, Jumpstart and Tutor TUTOR - A Scripting language on PLATO systems from CDC. ["The TUTOR Language", Bruce Sherwood, Control Data, 1977]. brands in Math, English/Language Arts, Science and Social Studies, in both English and Spanish. For New York State, Triumph launched books for the ELA Noun 1. ELA - an extreme leftist terrorist group formed in Greece in 1971 to oppose the military junta that ruled Greece from 1967 to 1974; a revolutionary group opposed to capitalism and imperialism and the United States Revolutionary People's Struggle and Math tests in grades 3-8 that include creative use of color not of the white race; - commonly meaning, esp. in the United States, of negro blood, pure or mixed. See also: Color and photography, expanded features, more practice and authentic literature. Buckle Down Publishing has substantially rebuilt its management team and completed its re-branding campaign, consolidating its three previous brands -- Buckle Down, Sharpen sharp·en tr. & intr.v. sharp·ened, sharp·en·ing, sharp·ens To make or become sharp or sharper. sharp Up and Blast Off -- into one Buckle Down brand. Buckle Down also launched its first software products -- Reading and Math Diagnostic tests on CD-ROM CD-ROM: see compact disc. CD-ROM in full compact disc read-only memory Type of computer storage medium that is read optically (e.g., by a laser). that are tailored to Florida's Comprehensive Assessment Test. Options Publishing Options Publishing's second quarter benefited from school district purchases of summer school supplemental and intervention materials. There were large purchases from New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. and school districts throughout the South and Midwest. In the quarter, sales were also strong for new products that were introduced in Options Publishing's latest catalogs and direct mail campaigns -- particularly Break Away Math, Comprehensive Science Assessment, and our Best Practices series. Library Segment: Recorded Books Library Division sales were particularly strong for audiobooks in the CD format and for the Pimsleur foreign language program. Sales of the new library downloadable service, first offered in the first quarter of this year, continued to grow. Through the end of June, over 200 libraries had signed-up for the service. Recorded Books' Consumer Division growth was driven by the "Recorded Books Unlimited" program, which allows rental customers to rent as many audiobooks as they want for a monthly fee. Recorded Books now has over 5,000 customers participating in this program. Medical Education Segment: Oakstone Publishing Oakstone Medical completed the CMEInfo acquisition in June 2005. CMEInfo, located in Cherry Hill Cherry Hill, township (1990 pop. 69,319), Camden co., W central N.J.; name was changed from Delaware township to Cherry Hill in 1961. Largely residential, Cherry Hill has been marked by great development and housing growth, especially since the 1970s. , NJ, is a publisher of video-based Continuing Medical Education continuing medical education See CME. courses and also partners with universities and medical associations to sponsor live CME CME See: Chicago Mercantile Exchange CME See Chicago Mercantile Exchange (CME). conferences and courses. The CMEInfo business complements the Oakstone legacy business. Oakstone is a leading provider of audio-based and print CME material. The CMEInfo acquisition adds over 1,600 hours of programming in 23 medical and health care disciplines. Oakstone also completed the acquisition of Scott Publishing during the second quarter of 2005. Scott Publishing, located near Seattle, WA, owns the well-known imprint im·print tr.v. im·print·ed, im·print·ing, im·prints 1. To produce (a mark or pattern) on a surface by pressure. 2. To produce a mark on (a surface) by pressure. 3. Personal Best. Personal Best is an employee wellness newsletter which has about two million readers.
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
-------- -------- --------- --------
K-12 Supplemental Education $17,778 $22,066 $29,181 $33,219
Test-prep and Intervention 16,124 7,454 29,746 15,371
Library 20,249 16,952 39,708 33,558
Medical Education 5,636 4,420 9,720 8,307
-------- -------- --------- --------
Total Revenue $59,787 $50,892 $108,355 $90,455
Operating Expenses 49,501 41,817 92,756 74,611
-------- -------- --------- --------
Income From Operations 10,286 9,075 15,599 15,844
Net Income/(Loss) $(5,482) $(3,210) $(14,651) $(8,525)
======== ======== ========= ========
Other Financial Data:
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
-------- -------- --------- --------
EBITDA by Segment:
K-12 Supplemental Education $6,616 $6,594 $8,636 $9,047
Test-prep and Intervention 5,876 2,567 9,376 5,596
Library 6,645 4,486 12,428 9,376
Medical Education 1,019 788 1,386 1,329
Corporate (1,610) (1,330) (3,024) (2,299)
-------- -------- --------- --------
EBITDA $18,546 $13,105 $28,802 $23,049
Adjusted EBITDA $18,562 $15,845 $28,991 $26,306
"EBITDA" is defined as net loss before interest, taxes, depreciation,
amortization, discontinued operations and cumulative effect of a
change in accounting for goodwill. The Company presents EBITDA because
it believes that EBITDA provides useful information regarding our
operating results. The Company relies on EBITDA as a primary measure
to review and assess the operational performance of our company and
our management team in connection with executive compensation and
bonus plans. The Company also uses EBITDA to compare our current
operating results with corresponding historical periods and with the
operating performance of other publishing companies and for evaluating
acquisition targets. The Company believes it is useful to investors to
provide disclosures of our operating results on the same basis as that
used by our management. It also believes it can assist investors in
comparing our performance to that of other publishing companies on a
consistent basis without regard to depreciation, amortization,
interest, taxes, and cumulative effects of accounting changes and
discontinued operations that do not directly affect our operations.
EBITDA has limitations as an analytical tool, and the Company cautions
investors that they should not consider it in isolation, or as a
substitute for net income, cash flows from operating activities and
other consolidated income or cash flow statement data prepared in
accordance with accounting principles generally accepted in the United
States. Some of the limitations are:
-- EBITDA does not reflect cash expenditures or future requirements
for capital expenditures or capitalized pre-publication costs;
-- EBITDA does not reflect changes in, or cash requirements for,
working capital needs;
-- EBITDA does not reflect the significant interest expense, or the
cash requirements necessary to service interest or principal
payments on debt;
-- Although depreciation and amortization are non-cash charges, the
assets being depreciated and amortized will often have to be
replaced in the future, and EBITDA does not reflect any cash
requirements for such replacements; and
-- Other companies in our industry may calculate EBITDA differently
than the Company does, thereby limiting its usefulness as a
comparative measure.
Because of these limitations, EBITDA should not be considered a
measure of discretionary cash available to the Company to invest in
the growth of its business or as a measure of performance in
compliance with GAAP. The Company compensates for these limitations by
relying primarily on GAAP results and using EBITDA on supplementary
basis.
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
-------- -------- --------- --------
Net Income/(Loss) $(5,482) $(3,210) $(14,651) $(8,525)
Interest Expense and Other
Including Income Taxes 15,768 12,285 30,250 24,369
-------- -------- --------- --------
Income From Operations 10,286 9,075 15,599 15,844
Amortization of Pre-publication
Costs 3,889 3,266 7,593 5,860
Impairment loss on Chelsea House 3,211 - 3,211 -
Depreciation and Amortization 1,160 764 2,399 1,345
-------- -------- --------- --------
EBITDA $18,546 $13,105 $28,802 $23,049
Chelsea House inventory impairment - 2,095 - 2,095
Restructuring and Restructuring
Related Charges 16 645 189 1,162
-------- -------- --------- --------
Adjusted EBITDA $18,562 $15,845 $28,991 $26,306
Other Data:
Three Months Six Months
Ended Ended
June 30, June 30,
------------- ---------------
2005 2004 2005 2004
------ ------ ------- -------
Capital Expenditures - Product
Development Costs (Pre-publication
Costs) $7,335 $3,882 $12,446 $6,563
Capital Expenditures - Property and
Equipment $607 $806 $1,332 $1,479
-----------------------------
Selected Balance Sheet Data:
As of June 30,
2005 2004
----------- ---------
Cash and Cash Equivalents $57,211 $60,496
Working Capital $74,642 $78,705
Long Term Debt including current portion $506,253 $416,810
About Haights Cross Communications: Founded in 1997 and based in White Plains, NY, Haights Cross is a leading developer and publisher of products for the kindergarten kindergarten [Ger.,=garden of children], system of preschool education. Friedrich Froebel designed (1837) the kindergarten to provide an educational situation less formal than that of the elementary school but one in which children's creative play instincts would be through twelfth grade This article or section deals primarily with the United States and Canada and does not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. , or K-12, supplemental education, library, and medical education markets. Haights Cross imprints include: Sundance/Newbridge Educational Publishing (Northborough, MA), Triumph Learning (New York, NY), Buckle Down Publishing (Iowa City Iowa City, city (1990 pop. 59,738), seat of Johnson co., E Iowa, on both sides of the Iowa River; founded 1839 as the capital of Iowa Territory, inc. 1853. Among its manufactures are foam rubber, animal feed, paper, and food products. The city is the seat of the Univ. , IA), Options Publishing (Merrimack, NH), Recorded Books (Prince Frederick There are several people named Prince Frederick:
Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement: This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "could," "would," "expect," "plan," "anticipate," "believe," "potential" and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These risks, uncertainties and other factors may cause our actual results, performances or achievements to be materially different from those expressed or implied by our forward-looking statements. Factors that may cause our actual results to differ materially from our forward-looking statements include, among others, changes in external market factors, changes in our business or growth strategy, or an inability to execute our strategy due to changes in our industry or the economy generally, the emergence of new or growing competitors and various other competitive factors. In light of these risks and uncertainties, there can be no assurance that the events and circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or described in forward-looking statements contained in this press release will in fact occur. You should read this press release completely and with the understanding that our actual results may be materially different from what we expect. We will not update these forward-looking statements, even though our situation may change in the future. We qualify all of our forward-looking statements by these cautionary statements. |
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