Market Overview

HealthStream Announces Second Quarter 2018 Results

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HealthStream, Inc. (NASDAQ:HSTM), a leading provider of workforce and
provider solutions for the healthcare industry, announced today results
for the second quarter ended June 30, 2018. In the following
bullet-point highlights, (i) all results are from continuing operations
only (i.e., 2017 and 2018 results exclude the gain on the sale of our
divested Patient Experience business segment which was completed in
February 2018 and the results of operations of such segment prior to
this divestiture) and (ii) 2018 results are presented in accordance with
Accounting Standards Codification 606, Revenue from Contracts with
Customers (ASC 606), whereas results for 2017 are presented in
accordance with ASC 605.

  • Revenues of $57.0 million in the second quarter of 2018, up 8% from
    $52.9 million in the second quarter of 2017; with $456,000 positive
    impact in the second quarter of 2018 from the application of ASC 606
  • Operating income of $4.3 million in the second quarter of 2018, up 52%
    from $2.8 million in the second quarter of 2017; with $339,000
    positive impact in the second quarter of 2018 from the application of
    ASC 606
  • Net income from continuing operations of $3.7 million in the second
    quarter of 2018, up 64% from $2.2 million in the second quarter of
    2017; with $256,000 positive impact in the second quarter of 2018 from
    the application of ASC 606
  • Earnings per share (EPS) from continuing operations of $0.11 per share
    (diluted) in the second quarter of 2018, compared to EPS from
    continuing operations of $0.07 per share (diluted) in the second
    quarter of 2017
  • Adjusted EBITDA1 from continuing operations of $10.7
    million in the second quarter of 2018, up 16% from $9.2 million in the
    second quarter of 2017; with $339,000 positive impact in the second
    quarter of 2018 from the application of ASC 606

Financial Results:
Second Quarter 2018 Compared to Second
Quarter 2017

On January 1, 2018, the Company adopted ASC 606
using the modified retrospective approach. Under this approach, prior
period results continue to be presented in accordance with the previous
standard of ASC 605. See discussion elsewhere in this release about
comparisons with respect to our results under ASC 606 and ASC 605.

Revenues for the second quarter of 2018 increased by $4.1 million, or 8
percent, to $57.0 million, compared to $52.9 million for the second
quarter of 2017.

Revenues from our HealthStream Workforce Solutions segment were
approximately $47.0 million for the second quarter of 2018, compared to
$44.3 million for the second quarter of 2017. Revenue growth of $2.7
million from our workforce solutions products was primarily a result of
an increase in subscription-based product revenues.

 
1 Adjusted EBITDA from continuing operations is a
non-GAAP financial measure. A reconciliation of adjusted EBITDA to
income from continuing operations and disclosure regarding why we
believe adjusted EBITDA from continuing operations provides useful
information to investors is included later in this release.
 

Revenues from our HealthStream Provider Solutions segment were
approximately $10.0 million for the second quarter of 2018, compared to
$8.7 million for the second quarter of 2017. Increased revenues, net of
deferred revenue write-downs, from the Morrisey Associates, Inc. (MAI)
acquisition, which was consummated in August 2016, accounted for
$606,000 of the increase in revenues during the second quarter of 2018.
Revenues from other provider solutions products increased $771,000, or
13 percent, compared to the second quarter of 2017.

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 second
quarter of 2018, HealthStream reported a reduction of $30,000 to
operating income and a reduction of $23,000 to net income as a result of
deferred revenue write-downs from prior acquisitions. During the second
quarter of 2017, HealthStream reported a reduction of $548,000 to
operating income and a reduction of $411,000 to net income as a result
of deferred revenue write-downs from prior acquisitions. The table
reconciling GAAP to non-GAAP financial measures included in this release
shows the impact of beginning balance deferred revenue write-downs on
operating income and net income during the three and six months ended
June 30, 2018 and June 30, 2017.

Operating income was $4.3 million for the second quarter of 2018, up 52
percent from $2.8 million for the second quarter of 2017. Operating
income was positively impacted by the increase in revenue as noted
above. Operating income was also positively impacted by the decreased
amount of deferred revenue write-downs in the second quarter of 2018
compared to the 2017 period and the application of ASC 606 as noted
above. The positive impact of these items on operating income was
partially offset by higher operating expenses associated with increased
royalties, amortization, and personnel costs.

Net income from continuing operations was $3.7 million in the second
quarter of 2018, up 64 percent from $2.2 million in the second quarter
of 2017. Net income from continuing operations was positively impacted
by deferred revenue write-downs and the application of ASC 606 in the
amounts of $388,000 and $256,000, respectively, in the second quarter of
2018 compared to the second quarter of 2017. EPS from continuing
operations was $0.11 per share (diluted) in the second quarter of 2018,
compared to $0.07 per share (diluted) for the second quarter of 2017.

Net income (from continuing and discontinued operations) was $2.5
million in the second quarter of 2018, compared to $2.3 million in the
second quarter of 2017. Earnings per share (diluted) were $0.08 per
share for the second quarter of 2018, compared to $0.07 per share
(diluted) for the second quarter of 2017. The difference between
consolidated net income and net income from continuing operations during
the second quarter of 2018 was primarily due to a reduction in the gain
of the sale of discontinued operations that had previously been
recognized in the first quarter.

Adjusted EBITDA (which we define as net income before interest, income
taxes, share-based compensation, and depreciation and amortization) from
continuing operations increased to $10.7 million for the second quarter
of 2018, compared to $9.2 million for the second quarter of 2017. The
application of ASC 606 had a positive impact of $339,000 on Adjusted
EBITDA from continuing operations during the second quarter of 2018.

Adjusted EBITDA (including both continuing and discontinued operations)
was $9.2 million for the second quarter of 2018, compared to $9.9
million for the second quarter of 2017.

At June 30, 2018, the Company had cash and marketable securities of
$165.5 million. Capital expenditures incurred during the second quarter
of 2018 were approximately $4.4 million.

At June 30, 2018, we had approximately 4,748,000 total subscribers
implemented to use and 4,829,000 total subscribers contracted to use our
subscription-based solutions. "Contracted subscribers" include both
those already implemented and those under contract that are in the
process of implementation. Revenue recognition generally commences when
a contract is implemented.

Year-to-Date 2018 Compared to Year-to-Date 2017
For the
first six months of 2018, revenues were $111.9 million, an increase of 7
percent over revenues of $104.9 million for the first six months of
2017. Revenue increased in the amount of $7.0 million, which was
partially offset by a decline in ICD-10 readiness revenue of $785,000.
Operating income for the first six months of 2018 increased by 55
percent to $8.0 million, compared to $5.2 million for the first six
months of 2017. Net income from continuing operations for the first six
months of 2018 increased by 85 percent to $7.3 million, compared to $3.9
million for the first six months of 2017. Earnings per share from
continuing operations were $0.23 per share (diluted) for the first six
months of 2018, compared to $0.12 per share (diluted) for the first six
months of 2017. Net income for the first six months of 2018 increased to
$26.4 million, compared to $3.6 million for the first six months of
2017, which increase was primarily driven by the $19.1 million gain, net
of tax, on the sale of the PX business as noted below. Earnings per
share were $0.82 per share (diluted) for the first six months of 2018,
compared to $0.11 per share (diluted) for the first six months of 2017.
Adjusted EBITDA from continuing operations increased by 17 percent to
$20.9 million for the first six months of 2018, compared to $17.9
million for the first six months of 2017. Adjusted EBITDA increased to
$50.5 million for the first six months of 2018, compared to $18.5
million for the first six months of 2017, which increase was primarily
driven by the gain on the sale of the PX business.

Financial Impact of Adopting ASC 606
The chart below on page
eleven under the heading of "Impact of Adoption of ASC 606" sets forth
what the revenues, operating income, net income from continuing
operations, adjusted EBITDA from continuing operations, and non-GAAP
operating income would have been for the second quarter and first six
months of 2018 if the prior revenue recognition standard was applied
(ASC 605).

2018 Events
On February 12, 2018, the Company divested its
Patient Experience (PX) business to Press Ganey Associates for $65.5
million in cash. HealthStream recorded a gain, net of tax, on the sale
of its PX business of $19.1 million. The sale of the PX business
resulted in the Company's complete divestiture of the Company's patient
experience solutions business segment. With the proceeds from this
transaction, the Board of Directors declared a $1.00 per common share
special cash dividend which was paid on April 3, 2018 to shareholders of
record on March 6, 2018.

Financial Outlook for 2018
The Company adopted the new
revenue recognition standard (ASC 606) utilizing the modified
retrospective approach effective January 1, 2018, such that the Company
will recognize revenue under this new standard for periods beginning on
and after January 1, 2018, but will continue to report results for
periods prior to January 1, 2018 under the prior revenue recognition
standard (ASC 605). To assist in providing comparability against
2017 results, the Company will continue to disclose certain financial
information for 2018 under ASC 605 in the notes to financial statements
to be included in Forms 10-Q and 10-K for 2018.

The historical financial results of the PX business for periods prior to
the closing of this transaction are reflected in the Company's
consolidated financial statements as discontinued operations.
Accordingly, this financial outlook for 2018 is for continuing
operations only and does not include (a) the gain on the sale of our PX
business, which we completed on February 12, 2018, or (b) the results of
our PX business during 2017 or the period in 2018 prior to the sale of
such business for financial outlook.

On February 20th, we presented our original 2018 guidance
utilizing ASC 605. For purposes of comparability, on April 30th
we provided guidance utilizing ASC 605 and also utilizing ASC 606. In
this press release, we are presenting our updated 2018 guidance
utilizing only ASC 606 in light of the fact that our 2018 results are
being presented under ASC 606.

For 2018, we continue to anticipate that consolidated revenues will
increase six to eight percent as compared to 2017. We continue to
anticipate that revenue growth in our Workforce Solutions segment will
be in the four to six percent range and our Provider Solutions segment
to grow 10 to 20 percent when compared to 2017.

We anticipate operating income for 2018 to increase between 35 and 45
percent as compared to 2017.

We continue to anticipate that capital expenditures will be
approximately $20 million during 2018. We expect the annual effective
income tax rate to range between 20 and 22 percent for 2018. This
represents an effective tax rate of 26 to 28 percent for the remaining
two quarters of 2018. The effective income tax rate for the first six
months of 2018 was 17 percent due primarily to excess tax benefits from
stock option exercises during the first quarter of 2018.

This guidance does not include the impact of any acquisitions or
strategic investments that we may complete during 2018.

"Our second quarter 2018 financial results remain solid as we invest in
the future," said Robert A. Frist, Jr., chief executive officer,
HealthStream. "We believe we are uniquely positioned to improve the
quality of healthcare delivery by bringing choice and selection to
healthcare professionals in their ongoing professional development."

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 Tuesday, July 24, 2018, at
9:00 a.m. (ET). 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 #5277088) for U.S. and Canadian callers and 404-537-3406
(conference ID #5277088) 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, adjusted
EBITDA from continuing operations, 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 net income before interest, income taxes, share-based
compensation, depreciation and amortization ("adjusted EBITDA") is a
useful measure for evaluating the operating performance of the Company
because adjusted EBITDA reflects net income adjusted for certain
non-cash and non-operating items. Management also believes that adjusted
EBITDA from continuing operations is a useful measure for evaluating the
operating performance of the Company because such measure excludes the
results of operations of the PX business that we no longer own and thus
reflects the Company's ongoing business operations and assists in
comparing the Company's results of operations between periods. We also
believe that adjusted EBITDA and adjusted EBITDA from continuing
operations are useful to many investors to assess the Company's ongoing
results from current operations. Adjusted EBITDA and adjusted EBITDA
from continuing operations are non-GAAP financial measures and should
not be considered as measures of financial performance under GAAP.
Because adjusted EBITDA and adjusted EBITDA from continuing operations
are not measurements determined in accordance with GAAP, such non-GAAP
financial measures are susceptible to varying calculations. Accordingly,
adjusted EBITDA and adjusted EBITDA from continuing operations, as
presented, may not be comparable to other similarly titled measures of
other companies.

In recent years, the Company has acquired businesses whose net tangible
assets include deferred revenue. In accordance with GAAP reporting
requirements, following the completion of any such acquisition, the
Company may record a write-down of deferred revenue to fair value as
defined by GAAP. If the Company is required to record a write-down of
deferred revenue, it may result in lower recognized revenue, operating
income, and net income in subsequent periods.

In connection therewith, this release presents below non-GAAP operating
income and non-GAAP net income, which in each case reflects the
corresponding GAAP figures adjusted to exclude the impact of the
deferred revenue write-down associated with fair value accounting for
acquired businesses as referenced above. Management believes that the
presentation of these non-GAAP financial measures assists investors in
understanding the Company's performance between periods, excluding the
impact of this deferred revenue write-down, and provides a useful
measure of the ongoing performance of the Company. Both on a quarterly
and year-to-date basis, the revenue for any acquired business is
deferred and typically recognized over a one-to-two year period
following the completion of an acquisition, so our GAAP revenues for
this one-to-two year period will not reflect the full amount of revenues
that would have been reported if the acquired deferred revenue had not
been written down to fair value.

These non-GAAP financial measures should not be considered 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
solutions is contracted by, collectively, over 4.8 million healthcare
employees in the U.S. for workforce development, training & learning
management, talent management, credentialing, privileging, provider
enrollment, performance assessment, and managing simulation-based
education programs. Based in Nashville, Tennessee, HealthStream has
additional offices in Brentwood, Tennessee; Jericho, New York; Boulder;
Colorado; San Diego, California; and Chicago, Illinois. For more
information, visit http://www.healthstream.com
or call 800-933-9293.

 

HEALTHSTREAM, INC.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

 
    Three Months Ended     Six Months Ended

June 30,
2018

   

June 30,
2017

June 30,
2018

   

June 30,
2017

Revenues, net $ 57,008 $ 52,920 $ 111,866 $ 104,887
Operating costs and expenses:
Cost of revenues (excluding depreciation and amortization) 23,236 21,223 45,484 42,376
Product development 6,547 6,151 12,548 11,926
Sales and marketing 8,913 9,062 17,977 18,618
Other general and administrative expenses 8,029 7,682 15,772 14,899
Depreciation and amortization   6,019     6,001   12,091     11,903  
Total operating costs and expenses 52,744 50,119 103,872 99,722
 
Operating income 4,264 2,801 7,994 5,165
 
Other income, net   476     165   789     295  
 
Income from continuing operations before income tax provision 4,740 2,966 8,783 5,460
Income tax provision   1,084     741   1,498     1,527  
Income from continuing operations 3,656 2,225 7,285 3,933
Discontinued operations
Income (loss) from discontinued operations before income tax
provision
54 (64 ) (476 )
(Loss) gain on sale of discontinued operations (1,502 ) 29,490
Income tax (benefit) provision   (391 )   13   10,319     (95 )
(Loss) income from discontinued operations   (1,111 )   41   19,107     (381 )
 
Net Income $ 2,545   $ 2,266 $ 26,392   $ 3,552  
 
Earnings (loss) per share – basic:
Continuing operations 0.11 0.07 0.23 0.12
Discontinued operations   (0.03 )   0.00   0.59     (0.01 )
Earnings per share - basic $ 0.08   $ 0.07 $ 0.82   $ 0.11  
 
Earnings (loss) per share - diluted:
Continuing operations 0.11 0.07 0.23 0.12
Discontinued operations   (0.03 )   0.00   0.59     (0.01 )
Earnings per share - diluted $ 0.08   $ 0.07 $ 0.82   $ 0.11  
 
Weighted average shares of common stock outstanding:
Basic   32,312     31,876   32,205     31,825  
Diluted   32,378     32,229   32,255     32,166  
Dividends declared per share $   $ $ 1.00   $  
 
 

HEALTHSTREAM, INC.

Condensed Consolidated Balance Sheets

(In thousands)

 
    June 30,     December 31,
2018

2017(1)

ASSETS
Current assets:
Cash and cash equivalents $ 122,577 $ 84,768
Marketable securities 42,958 46,350
Accounts and unbilled receivables, net 33,692 38,018
Prepaid and other current assets 25,839 24,467
Current assets of discontinued operations   -     6,125  
Total current assets 225,066 199,728
 
Capitalized software development, net 16,300 16,014
Property and equipment, net 8,770 8,092
Goodwill and intangible assets, net 150,066 154,641
Deferred tax assets - 45
Deferred commissions 12,962 -
Other assets 4,524 4,526
Long-term assets of discontinued operations   -     28,073  
Total assets $ 417,688   $ 411,119  
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued and other liabilities $ 32,573 $ 29,356
Deferred revenue 64,126 64,938
Current liabilities of discontinued operations   -     6,772  
Total current liabilities 96,699 101,066
Deferred tax liabilities 5,171 -
Deferred revenue, non-current 2,978 6,287
Other long-term liabilities 652 1,048
Long-term liabilities of discontinued operations   -     2,548  
Total liabilities 105,500 110,949
 
Shareholders' equity:
Common stock 285,673 282,666
Accumulated other comprehensive loss (33 ) (38 )
Retained earnings   26,548     17,542  
Total shareholders' equity   312,188     300,170  

Total liabilities and shareholders' equity

$ 417,688   $ 411,119  
 

(1)

  Derived from audited financial statements contained in the Company's
filing on Form 10-K for the year ended December 31, 2017, adjusted
for the divestiture of the PX business segment.
 
 

HEALTHSTREAM, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

 
    Six Months Ended
June 30,     June 30,
2018 2017
Operating activities:
Net income $ 26,392 $ 3,552
(Income) loss from discontinued operations (19,107 ) 381
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 12,091 11,903
Share-based compensation 846 840
Deferred income taxes 636 416
Provision for doubtful accounts 390 470
(Gain) loss on equity method investments (5 ) 5
Other - 263
Changes in assets and liabilities:
Accounts and unbilled receivables 3,905 7,934
Prepaid and other assets (1,835 ) 347
Accounts payable, accrued and other liabilities (10,385 ) (1,386 )
Deferred revenue   3,277     (3,560 )
Net cash provided by continuing operating activities 16,205 21,165
Net cash (used in) provided by discontinued operating activities   (1,003 )   1,879  
Net cash provided by operating activities 15,202 23,044
 
Investing activities:
Gross proceeds from sale of discontinued operations 57,828 -
Changes in marketable securities 3,397 (7,851 )
Purchases of property and equipment (3,270 ) (3,658 )
Payments associated with capitalized software development   (5,094 )   (4,980 )
Net cash provided by (used in) continuing investing activities 52,861 (16,489 )
Net cash used in discontinued investing activities   (116 )   (1,476 )
Net cash provided by (used in) investing activities 52,745 (17,965 )
 
Financing activities:
Proceeds from exercise of stock options 2,552 230
Taxes paid related to net settlement of equity awards (300 ) (392 )
Payment of earn-outs related to acquisitions (37 ) -
Payment of cash dividends   (32,353 )   -  
Net cash used in continuing financing activities (30,138 ) (162 )
Net cash used in discontinued financing activities   -     -  
Net cash used in financing activities (30,138 ) (162 )
 
Net increase in cash and cash equivalents 37,809 4,917
Cash and cash equivalents at beginning of period   84,768     49,634  
Cash and cash equivalents at end of period $ 122,577   $ 54,551  
 
 

Reconciliation of GAAP to Non-GAAP Financial Measures(1)

(In thousands)

 
   

Three Months Ended
June 30,

   

Six Months Ended
June 30,

2018     2017 2018     2017
GAAP income from continuing operations $ 3,656 $ 2,225 $ 7,285 $ 3,933
Interest income (510 ) (202 ) (850 ) (362 )
Interest expense 32 37 66 62
Income tax provision 1,084 741 1,498 1,527
Stock based compensation expense 427 436 846 840
Depreciation and amortization   6,019     6,001     12,091     11,903  
Adjusted EBITDA from continuing operations $ 10,708   $ 9,238   $ 20,936   $ 17,903  
 
GAAP net income $ 2,545 $ 2,266 $ 26,392 $ 3,552
Interest income (510 ) (202 ) (850 ) (362 )
Interest expense 32 37 66 62
Income tax provision 693 754 11,816 1,432
Stock based compensation expense 427 478 755 919
Depreciation and amortization   6,019     6,531     12,273     12,918  
Adjusted EBITDA $ 9,206   $ 9,864   $ 50,452   $ 18,521  
 
GAAP operating income $ 4,264 $ 2,801 $ 7,994 $ 5,165
Adjustment for deferred revenue write-down   30     548     76     1,392  
Non-GAAP operating income $ 4,294   $ 3,349   $ 8,070   $ 6,557  
 
GAAP net income $ 2,545 $ 2,266 $ 26,392 $ 3,552
Adjustment for deferred revenue write-down, net of tax   23     411     63     990  
Non-GAAP net income $ 2,568   $ 2,677   $ 26,455   $ 4,542  
 
(1)   This press release contains certain non-GAAP financial measures,
including non-GAAP net income, non-GAAP operating income, adjusted
EBITDA, and adjusted EBITDA from continuing operations, which are
used by management in analyzing its financial results and ongoing
operational performance.
 
 

Impact of Adoption of ASC 606

 
    Three Months Ended June 30,
2018     2017

ASC 606
As reported

   

Adjustments
from ASC
606 to ASC
605

   

ASC 605
As adjusted

ASC 605
Revenue $ 57,008 $ 456 $ 56,552 $ 52,920
Operating income 4,264 339 3,925 2,801
Net income from continuing operations 3,656 256 3,400 2,225
Adjusted EBITDA from continuing operations 10,708 339 10,369 9,238
Non-GAAP operating income 4,294 339 3,955 3,349
 
   
Six Months Ended June 30,
2018     2017

ASC 606
As reported

   

Adjustments
from ASC
606 to ASC
605

   

ASC 605
As adjusted

ASC 605
Revenue $ 111,866 $ 448 $ 111,418 $ 104,887
Operating income 7,994 1,741 6,253 5,165
Net income from continuing operations 7,285 1,293 5,992 3,933
Adjusted EBITDA from continuing operations 20,936 1,741 19,195 17,903
Non-GAAP operating income 8,070 1,741 6,329 6,557
 

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 2018, 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. The Company cautions that forward-looking statements
involve known and unknown risks, uncertainties, and other factors that
may cause the actual results, performance, or achievements to be
materially different from future results, performance, or achievements
expressed or implied by the forward-looking statements, including,
without limitation, as the result of
risks referenced in the
Company's Annual Report on Form 10-K for the year ended December 31,
2017, filed on February 26, 2018, and in the Company's other filings
with the Securities and Exchange Commission from time to time.
Consequently, such forward-looking information should not be regarded as
a representation or warranty or statement 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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