HealthStream, Inc. (Form: 8-K)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   February 18, 2014

HealthStream, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Tennessee 000-27701 621443555
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
209 10th Ave. South, Suite 450, Nashville, Tennessee   37203
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   615-301-3100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Top of the Form

Item 2.02 Results of Operations and Financial Condition.

On February 18, 2014, HealthStream, Inc. (the "Company") issued a press release announcing results of operations for the fourth quarter and full year ended December 31, 2013, and guidance for the full year 2014, the text of which is set forth in Exhibit 99.1.





Item 7.01 Regulation FD Disclosure.

On February 18, 2014, the Company issued a press release announcing results of operations for the fourth quarter and full year ended December 31, 2013, and guidance for the full year 2014, the text of which is set forth in Exhibit 99.1.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated February 18, 2014.






Top of the Form

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    HealthStream, Inc.
          
February 18, 2014   By:   Gerard Hayden
       
        Name: Gerard Hayden
        Title: Chief Financial Officer


Top of the Form

Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press release dated February 18, 2014.
EX-99.1

EXHIBIT 99.1

Contact:
Gerard M. Hayden, Jr.
Chief Financial Officer
(615) 301-3163
ir@healthstream.com

Media:
Mollie Condra
Vice President,
Investor Relation & Communications
(615) 301-3237
mollie.condra@healthstream.com

HEALTHSTREAM ANNOUNCES FOURTH QUARTER & FULL YEAR 2013 RESULTS

NASHVILLE, Tenn. (February 18, 2014)—HealthStream, Inc. (NASDAQ: HSTM), a leading provider of workforce development (which we have previously referred to as “learning and talent management”) and research / patient experience solutions for the healthcare industry, announced today results for the fourth quarter and full year ended December 31, 2013.

Highlights:

Fourth Quarter

    Revenues of $37.1 million in the fourth quarter of 2013, up 33% from $27.8 million in the fourth quarter of 2012

    Operating income of $3.5 million in the fourth quarter of 2013, up 5% from $3.3 million in the fourth quarter of 2012

    Net income of $1.8 million in both the fourth quarter of 2013 and the fourth quarter of 2012, and earnings per share (EPS) of $0.06 per share (diluted) in the fourth quarter of 2013, compared to $0.07 per share (diluted) in the fourth quarter of 2012

    Adjusted EBITDA1 of $5.9 million in the fourth quarter of 2013, up 7% from $5.5 million in the fourth quarter of 2012

Full Year

    Revenues of $132.3 million for 2013, up 28% from $103.7 million in 2012

    Operating income of $14.7 million in 2013, up 9% from $13.5 million in 2012

    Net income of $8.4 million in 2013, up 10% from $7.6 million in 2012, and EPS of $0.30 per share (diluted) for 2013, compared to $0.28 per share (diluted) in 2012

    Adjusted EBITDA1 of $23.9 million in 2013, up 13% from $21.2 million in 2012

    3.39 million healthcare professional subscribers fully implemented on one or more of our subscription-based solutions at December 31, 2013, up 15% from 2.94 million at December 31, 2012

Financial Results:
Fourth Quarter 2013 Compared to Fourth Quarter 2012
Revenues for the fourth quarter of 2013 increased $9.2 million, or 33 percent, to $37.1 million, compared to $27.8 million for the fourth quarter of 2012.

Revenues from the HealthStream Workforce Development Solutions segment increased by $7.9 million, or 37 percent, when compared to the fourth quarter of 2012. Revenues from our subscription-based solutions increased by approximately $7.1 million, or 36 percent, over the prior year fourth quarter due to a higher number of subscribers and more courseware consumption by subscribers.

1   Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of adjusted EBITDA to net income is included in this release.

Revenues in the fourth quarter of 2013 were positively influenced by courseware subscriptions associated with, among other products, ICD-10 training. Revenues from ICD-10 training products were approximately $5.0 million in the fourth quarter of 2013, up $3.7 million over the prior year fourth quarter. Revenues from our credentialing software product, an installed solution, increased by $385,000 during the fourth quarter of 2013 compared to the prior year fourth quarter. Revenues from our annual customer Summit contributed $332,000 during the fourth quarter of 2013. In 2012, the customer Summit was held in the first quarter.

Revenues from the HealthStream Research / Patient Experience Solutions segment increased by $1.4 million, or 20 percent, when compared to the fourth quarter of 2012. Revenues from Patient Insights™ surveys—a survey research product that generates recurring revenues—increased by $566,000, or 11 percent, when compared to the fourth quarter of 2012. Revenues from other surveys, which are conducted on annual or bi-annual cycles, decreased $163,000 compared to the fourth quarter of 2012. The financial results for Baptist Leadership Group (BLG) have been included in the Company’s financial statements from the date of acquisition by the Company (September 9, 2013) and are included in the HealthStream Research / Patient Experience Solutions segment. BLG revenues approximated $1.0 million during the fourth quarter of 2013.

Generally accepted accounting principles (GAAP) require companies to write down beginning balances of acquired deferred revenue balances as part of “fair value” accounting as defined by GAAP. During the fourth quarter of 2013, HealthStream reported a $172,000 reduction to GAAP revenues and a corresponding $172,000 reduction to operating income and $85,000 reduction to net income as a result of deferred revenue write-downs for the Sy.Med Development and Baptist Leadership Group acquisitions in October 2012 and September 2013, respectively. The table reconciling GAAP to non-GAAP financial measures included in this release shows the impact of beginning balance deferred revenue write-downs on financial results.

Operating income for the fourth quarter of 2013 increased by five percent to $3.5 million, compared to $3.3 million for the fourth quarter of 2012. The growth in revenues was mostly offset by increased operating expenses associated with higher royalties, personnel additions, sales commissions, costs associated with our annual customer Summit, depreciation and amortization, and other general expenses. Expenses related to our annual customer Summit decreased operating income by approximately $330,000 in the fourth quarter of 2013.

Net income was approximately $1.8 million for both the fourth quarter of 2013 and the fourth quarter of 2012. Earnings per share were $0.06 per share (diluted) for the fourth quarter of 2013 compared to $0.07 per share (diluted) for the fourth quarter of 2012.

Adjusted EBITDA (which we define as net income before interest, income taxes, share-based compensation, and depreciation and amortization) increased by seven percent to $5.9 million for the fourth quarter of 2013, compared to $5.5 million for the fourth quarter of 2012.

At December 31, 2013, the Company had cash and marketable securities of $108.2 million. Capital expenditures totaled $3.3 million for the fourth quarter of 2013 and $8.7 million for the full-year 2013.

Full Year 2013 Compared to Full Year 2012
For 2013, revenues were $132.3 million, an increase of 28 percent over revenues of $103.7 million in 2012. Operating income for 2013 improved by nine percent to $14.7 million, compared to $13.5 million for 2012. Net income for 2013 increased by10 percent to $8.4 million, compared to $7.6 million for 2012. Earnings per share were $0.30 per share (diluted) for 2013, up from $0.28 per share (diluted) for 2012.

Other Business Updates
Updated nomenclature and performance metric: Given the expansion of HealthStream’s suite of solutions over the last several years, we have updated our metric for indicating our number of subscribers. Historically, our HealthStream Learning Center (HLC) was the single application on our SaaS-based platform, and therefore, we have reported the number of subscribers—both contracted and implemented—to the HLC as well as renewal rates associated with the HLC as general indicants of the size of our customer base and market penetration. As a result of the growth in the number of our subscription-based solutions, we have updated our “subscriber count” metric to better reflect our current business.

We are now reporting the total number of individual end-users of HealthStream’s subscription-based solutions, which will be referred to as “total subscribers.” Each individual end-user who utilizes at least one HealthStream subscription-based solution will be counted as one subscriber, regardless the number of subscriptions contracted by or for that end-user. For example, if one of our hospital clients purchases for each of its 1,000 nurses a subscription to the HLC, the HCC, the resuscitation and ICD-10 solutions, those 1,000 nurses will count as 1,000 total subscribers, despite the fact that each of them is contracted for four HealthStream subscriptions.

At December 31, 2013, we had approximately 3.39 million total subscribers implemented to use and 3.71 million total subscribers contracted to use our subscription-based solutions. “Contracted subscribers” include both those already implemented and those in the process of implementation. Revenue recognition commences when a contract is fully implemented.

Since our “total subscribers” metric encompasses the entire scope of our workforce development solutions, it provides a more comprehensive view of our business than the HLC renewal rate, which is by definition limited solely to HLC subscriptions. Together with the “revenue per implemented subscriber” metric, our “total subscriber” metric provides a more representative means for assessing our workforce development business than the previously reported HLC subscriber and contract value renewal rates.

Retiring HLC renewal metrics: Based on the number of HLC subscribers, our renewal rate was 101 percent in the fourth quarter of 2013. Our renewal rate for the number of HLC subscribers reflects the number of subscribers that were up for renewal in the quarter that chose to renew plus the addition of new subscribers on these accounts, compared to previously contracted amounts. The HLC renewal rate based on subscribers for the fourth quarter of 2013 compares to a renewal rate of 92 percent during the fourth quarter of 2012.

Based on HLC contract value, our renewal rate was 98 percent in the fourth quarter of 2013. Our HLC renewal rate for contract value reflects any pricing adjustment that may occur at renewal along with increases in contract value due to the addition of new subscribers as compared to previously contracted amounts. Our calculation of this renewal rate includes only the base subscriptions to our platform; it does not include the purchase of additional products or content purchased prior to or at the time of renewal. The HLC renewal rate based on contract value for the fourth quarter of 2013 compares to a renewal rate of 96 percent during the fourth quarter of 2012.

For the trailing four quarters ended December 31, 2013, customers representing approximately 97 percent of HLC subscribers that were up for renewal did renew, while our HLC renewal rate based on the annual contract value was approximately 97 percent. The trailing four quarter renewal measurements are calculated on the same basis as the quarter results.

Annualized revenue per implemented subscriber: “Annualized Revenue per Implemented Subscriber” is a measure of our progress in growing the value of our customer base. Annualized Revenue per Implemented Subscriber represents the quarter’s revenue from our subscription-based solutions annualized, then divided by the quarter’s average total number of implemented subscribers. The following table shows the metric for the fourth quarter of 2013 and the preceding seven quarters.

Workforce Development Solutions – Annualized Revenue per Implemented Subscriber

                                                         
Q1 2012
    Q2 2012       Q3 2012       Q4 2012       Q1 2013       Q2 2013       Q3 2013       Q4 2013  
 
                                                       
$24.65
  $ 25.95     $ 26.98     $ 27.04     $ 28.47     $ 29.40     $ 30.95     $ 32.41  
 
                                                       

Note: Our subscription-based solutions include subscriptions to our platform applications, plus courseware/content subscriptions. The above metric does not include revenues from SimCenter. The Company reports those revenues separately as part of our SimVentures collaborative arrangement.

Update on ICD-10 Training Solution: The requirement mandated by CMS for healthcare organizations to transition to the ICD-10 coding system goes into effect in October 2014. As an initiative-based solution, we believe that sales of our ICD-10 training suite will be patterned according to our customers’ needs to comply with this deadline. Since 2011, approximately 1.2 million healthcare professionals have contracted for our ICD-10 training solution through their respective organizations. Revenues from ICD-10 training were approximately $5.0 million in the fourth quarter of 2013 and approximately $13.9 million for full-year 2013. The vast majority of organizations that have purchased our ICD-10 training are also consumers of other HealthStream solutions. Of our 3.71 million total contracted subscribers at December 31, 2013, only approximately seven percent subscribe solely to the ICD-10 training solution.

Financial Outlook for 2014
The Company anticipates that consolidated revenues for full year 2014 will grow by 22 percent to 26 percent as compared to 2013. We anticipate revenue growth in the Workforce Development Solutions segment to be in the 23 percent to 27 percent range and the Research / Patient Experience Solutions segment’s revenue to increase by approximately 18 percent to 22 percent, part of which growth includes revenues from the BLG acquisition which we closed in September 2013. The foregoing guidance does not include the impact from any other transactions that we may complete during 2014.

We anticipate that the Company’s 2014 full-year operating income will increase approximately 10 to 15 percent over full-year 2013. Similar to our revenue guidance, this estimate does not include the impact from any other transactions that we may complete during 2014.

We anticipate that our 2014 capital expenditures will be between $9.0 million and $12.0 million. We expect our effective tax rate to range between 42 and 44 percent for the full-year of 2014.

Robert A. Frist, Jr., chief executive officer of HealthStream, commented, “Compared to the prior year, revenues increased 28 percent, operating income grew nine percent, and net income increased 10 percent. Moreover, we contracted over 600,000 new subscribers to our platform in 2013, which is an increase of 73 percent above the new subscribers in the prior year.”

“We are well positioned to make strategic investments in 2014 that we believe will deliver significant value to our customers and that, in turn, will position us for long-term growth,” said Frist. “I look forward to reporting continued progress throughout 2014 as we execute our business strategy and strive to deliver superior results for all of our stakeholders.”

A conference call with Robert A. Frist, Jr., chief executive officer, Gerard M. Hayden, Jr., senior vice president and chief financial officer, and Mollie Condra, vice president of investor relations and corporate communications, will be held on Wednesday, February 19, 2014 at 9:00 a.m. (EDT). To listen to the conference, please dial 877- 647-2842 (no conference ID needed) if you are calling within the domestic U.S. or Canada. If you are an international caller, please dial 914-495-8564 (no conference ID needed). The conference may also be accessed by going to http://ir.healthstream.com/events.cfm for the simultaneous Webcast of the call, which will subsequently be available for replay. The replay telephone numbers are 855-859-2056 (conference ID #19928160) for U.S. and Canadian callers and 404-537-3406 (conference ID #19928160) for international callers.

Use of Non-GAAP Financial Measures
This press release contains certain non-GAAP financial measures, including non-GAAP net income, non-GAAP operating income, non-GAAP revenue, and adjusted EBITDA, which are used by management in analyzing the Company’s financial results and ongoing operational performance.

In order to better assess the Company’s financial results, management believes that income before interest, income taxes, share-based compensation, depreciation and amortization (“adjusted EBITDA”) is an appropriate measure for evaluating the operating performance of the Company because adjusted EBITDA reflects net income adjusted for non-cash and non-operating items. Adjusted EBITDA is also used by many investors to assess the Company’s results from current operations. Adjusted EBITDA is a non-GAAP financial measure and should not be considered as a measure of financial performance under GAAP. Because adjusted EBITDA is not a measurement determined in accordance with GAAP, it is susceptible to varying calculations. Accordingly, adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.

Recently the Company has acquired businesses whose net tangible assets include deferred revenue. In accordance with GAAP reporting requirements, the Company may record a write down of deferred revenue to fair value as defined in GAAP. If the Company is required to record a write-down of deferred revenue, it may result in lower recognized revenue. In order to provide more accurate trends and comparisons of the Company’s revenues, operating income, and net income, management believes that adding back the deferred revenue write-down associated with fair value accounting for acquired businesses provides a better indication of the ongoing performance of the Company. Both on a quarterly and year-to-date basis, the revenue for the acquired business is deferred and typically recognized over a one-year period, so our GAAP revenues for the one-year period after the acquisition will not reflect the full amount of revenues that would have been reported if the acquired deferred revenue was not written down to fair value.

These non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance which are prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. Investors are encouraged to review the reconciliations of our GAAP to non-GAAP financial measures, which are set forth below in this release.

About HealthStream
HealthStream (NASDAQ: HSTM) is dedicated to improving patient outcomes through the development of healthcare organizations’ greatest asset: their people. Our unified suite of software-as-a-service (SaaS) solutions is used by, collectively, approximately 3.71 million healthcare employees in the U.S. for workforce development, training & learning management, talent management, performance assessment, and managing simulation-based education programs. Our research solutions provide valuable insight to healthcare providers to meet HCAHPS requirements, improve the patient experience, engage their workforce, and enhance physician alignment. Based in Nashville, Tennessee, HealthStream has additional offices in Laurel, Maryland, Brentwood, Tennessee, and Pensacola, Florida. For more information, visit http://www.healthstream.com or call 800-933-9293.

1

HEALTHSTREAM, INC.
Summary Financial Data
(In thousands, except per share data)

                                 
    Three Months Ended   Year Ended
    December 31,   December 31,
    2013   2012   2013   2012
Revenues
  $ 37,050     $ 27,838     $ 132,274     $ 103,732  
Operating expenses:
                               
Cost of revenues (excluding depreciation and amortization)
    16,123       11,112       55,605       41,658  
Product development
    3,162       2,282       11,757       8,610  
Sales and marketing
    7,514       5,255       24,052       19,892  
Other general and administrative
    4,702       3,961       18,342       13,452  
Depreciation and amortization
    2,040       1,882       7,852       6,661  
 
                               
Total operating expenses
    33,541       24,492       117,608       90,273  
Operating income
    3,509       3,346       14,666       13,459  
Other income
    55       31       176       118  
 
                               
Income before income taxes
    3,564       3,377       14,842       13,577  
Income tax provision
    1,804       1,556       6,424       5,932  
 
                               
Net income
  $ 1,760     $ 1,821     $ 8,418     $ 7,645  
 
                               
Net income per share:
                               
Net income per share, basic
  $ 0.06     $ 0.07     $ 0.31     $ 0.29  
 
                               
Net income per share, diluted
  $ 0.06     $ 0.07     $ 0.30     $ 0.28  
 
                               
Weighted average shares outstanding:
                               
Basic
    27,264       26,212       26,853       26,128  
 
                               
Diluted
    27,858       27,600       27,663       27,507  
 
                               

2

HealthStream, Inc.
Condensed Consolidated Balance Sheets
(In thousands)

                 
    Unaudited
    December 31,   December 31,
    2013   2012(1)
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 59,537     $ 41,365  
Marketable securities – short term
    48,659       51,952  
Accounts and unbilled receivables, net
    26,706       16,511  
Prepaid and other current assets
    12,222       6,004  
Deferred tax assets, current
          2,459  
 
               
Total current assets
    147,124       118,291  
Capitalized software development, net
    11,077       9,732  
Property and equipment, net
    9,038       7,820  
Goodwill and intangible assets, net
    44,616       38,104  
Other assets
    739       581  
 
               
Total assets
  $ 212,594     $ 174,528  
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable, accrued and other liabilities
  $ 18,044     $ 11,886  
Deferred revenue
    38,168       23,146  
 
               
Total current liabilities
    56,212       35,032  
 
    6,173       6,474  
 
               
Deferred tax liabilities, non-current
    6,173       6,474  
Other long-term liabilities
    776       826  
 
               
Total liabilities
    63,161       42,332  
Shareholders’ equity:
               
Common stock
    166,888       158,020  
Comprehensive income (loss)
    (31 )     18  
Accumulated deficit
    (17,424 )     (25,842 )
 
               
Total shareholders’ equity
    149,433       132,196  
 
               
Total liabilities and shareholders’ equity
  $ 212,594     $ 174,528  
 
               

  (1)   Derived from audited financial statements contained in the Company’s filing on Form 10-K for the year ended December 31, 2012.

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HealthStream, Inc.
Condensed Consolidated Statement of Cash Flows
(In thousands)

                 
    Year Ended
    December 31,   December 31,
    2013   2012
Operating activities:
               
Net income
  $ 8,418     $ 7,645  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    7,852       6,661  
Deferred income taxes
    2,506       5,601  
Share-based compensation
    1,458       1,136  
Excess tax benefits from equity awards
    (3,722 )     (111 )
Provision for doubtful accounts
    115       120  
Other
    1,696       738  
Changes in assets and liabilities:
               
Accounts and unbilled receivables
    (10,056 )     1,227  
Prepaid and other assets
    (6,220 )     (881 )
Accounts payable, accrued and other liabilities
    9,475       592  
Deferred revenue
    14,761       (198 )
 
               
Net cash provided by operating activities
    26,283       22,530  
 
               
Investing activities:
               
Acquisitions, net of cash acquired
    (7,560 )     (9,901 )
Changes in marketable securities
    1,584       (40,101 )
Investments in non-marketable equity investments
    (300 )     (250 )
Purchases of property and equipment
    (4,444 )     (4,316 )
Payments associated with capitalized software development
    (4,267 )     (4,435 )
 
               
Net cash used in investing activities
    (14,987 )     (59,003 )
 
               
Financing activities:
               
Proceeds from exercise of stock options
    3,318       823  
Taxes paid related to net settlement of equity awards
    (164 )      
Excess tax benefits from equity awards
    3,722       111  
 
               
Net cash provided by financing activities
    6,876       934  
 
               
Net increase (decrease) in cash and cash equivalents
    18,172       (35,539 )
Cash and cash equivalents at beginning of period
    41,365       76,904  
 
               
Cash and cash equivalents at end of period
  $ 59,537     $ 41,365  
 
               

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Reconciliation of GAAP to Non-GAAP Financial Measures(1)
(In thousands, except per share data)

                                 
    Three Months Ended   Year Ended
    December 31,   December 31,
    2013   2012   2013   2012
GAAP net income
  $ 1,760     $ 1,821     $ 8,418     $ 7,645  
Interest income
    (74 )     (58 )     (263 )     (181 )
Interest expense
    13       10       51       48  
Income tax provision
    1,804       1,556       6,424       5,932  
Share-based compensation expense
    370       299       1,458       1,136  
Depreciation and amortization
    2,040       1,882       7,852       6,661  
 
                               
Adjusted EBITDA
  $ 5,913     $ 5,510     $ 23,940     $ 21,241  
 
                               
GAAP revenues
  $ 37,050     $ 27,838     $ 132,274     $ 103,732  
Add: deferred revenue write-down
    172       403       839       490  
 
                               
Non-GAAP revenues
  $ 37,222     $ 28,241     $ 133,113     $ 104,222  
 
                               
GAAP operating income
  $ 3,509     $ 3,346     $ 14,666     $ 13,459  
Add: deferred revenue write-down
    172       403       839       490  
 
                               
Non-GAAP operating income
  $ 3,681     $ 3,749     $ 15,505     $ 13,949  
 
                               
GAAP net income
  $ 1,760     $ 1,821     $ 8,418     $ 7,645  
Add: deferred revenue write-down, net of tax
    85       218       476       276  
 
                               
Non-GAAP net income
  $ 1,845     $ 2,039     $ 8,894     $ 7,921  
 
                               

(1) This press release contains certain non-GAAP financial measures, including non-GAAP net income, non-GAAP
operating income, non-GAAP revenue, and adjusted EBITDA, which are used by management in analyzing its
financial results and ongoing operational performance.

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This press release includes certain forward-looking statements (statements other than solely with respect to historical fact), including statements regarding expectations for the financial performance for 2014 that involve risks and uncertainties regarding HealthStream. These statements are based upon management’s beliefs, as well as assumptions made by and data currently available to management. This information has been, or in the future may be, included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such results or events predicted in these statements may differ materially from actual future events or results. The forward-looking statements are subject to significant uncertainties and other risks referenced in the Company’s Annual Report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission. Consequently, such forward-looking information should not be regarded as a representation or warranty by the Company that such projections will be realized. Many of the factors that will determine the Company’s future results are beyond the ability of the Company to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. The Company undertakes no obligation to update or revise any such forward-looking statements.

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