EXHIBIT 99.1

ALJ REGIONAL HOLDINGS, INC. ANNOUNCES EARNINGS FOR THE THIRD QUARTER ENDED JUNE 30, 2017

NEW YORK, NY, August 14, 2017 – ALJ Regional Holdings, Inc. (NASDAQ: ALJJ) (“ALJ”) announced results today for its third quarter ended June 30, 2017.  

ALJ is a holding company, whose primary assets are its subsidiaries Faneuil, Inc. (including the customer management outsourcing business recently acquired from Vertex Business Services LLC, “Faneuil”), Floors-N-More, LLC, dba Carpets N' More (“Carpets”), and Phoenix Color Corp. (including the recently acquired Color Optics packaging division, “Phoenix”).  Faneuil is a leading provider of call center services, back office operations, staffing services, and toll collection services to government and regulated commercial clients across the United States. Carpets is one of the largest floor covering retailers in Las Vegas, Nevada, and a provider of multiple products for the commercial, retail and home builder markets including all types of flooring, countertops, cabinets, window coverings and garage/closet organizers, with four retail locations, as well as a stone and solid surface fabrication facility. Phoenix is a leading manufacturer of book components, educational materials and related products producing value-added components, heavily illustrated books and specialty commercial products using a broad spectrum of materials and decorative technologies.

Our financial statements reflect the operations of Faneuil, Carpets and Phoenix throughout all periods presented, Color Optics from July 18, 2016, and our recently acquired customer management outsourcing business (“CMO Business”) from May 26, 2017.

Investment Highlights – Three and Nine Months Ended June 30, 2017

Consolidated Results for ALJ

 

ALJ recognized consolidated revenue of $83.5 million for the three months ended June 30, 2017, an increase of $18.6 million, or 28.7%, compared to $64.9 million for the three months ended June 30, 2016 due to an increase in business activity in the Faneuil and Carpets segments as well as the acquisitions of Color Optics by Phoenix and the CMO Business by Faneuil, which together accounted for $9.8 million of the total revenue increase.  Excluding the impact of acquisitions, total revenue increased $8.8 million, or 13.6%.  ALJ recognized consolidated revenue of $79.3 million for the three months ended March 31, 2017.

 

ALJ recognized net income of $1.0 million and earnings per share (EPS) of $0.03 (diluted) for the three months ended June 30, 2017, compared to net income of $1.4 million and EPS of $0.04 (diluted) for the three months ended June 30, 2016.  Increased revenue was offset by higher cost of sales due to start-up costs of certain contracts, higher selling, general and administrative costs due to increased depreciation & amortization expenses related to acquisitions, and higher tax provision due to the impact of deferred taxes.  ALJ recognized net income of $0.4 million and EPS of $0.01 (diluted) for the three months ended March 31, 2017.

 

ALJ recognized adjusted EBITDA of $8.2 million for the three months ended June 30, 2017, an increase of $0.4 million, or 5.5%, compared to $7.8 million for the three months ended June 30, 2016.  Increased adjusted EBITDA was primarily due to Faneuil’s new contract awards and the acquisition of the CMO Business. ALJ recognized adjusted EBITDA of $7.7 million for the three months ended March 31, 2017.

 

ALJ recognized consolidated revenue of $240.4 million for the nine months ended June 30, 2017, an increase of $44.5 million, or 22.7%, compared to $195.9 million for the nine months ended June 30, 2016 due to an increase in business activity in each of our segments as well as the acquisitions of Color Optics by Phoenix and the CMO Business by Faneuil, which together

 


 

 

accounted for $17.9 million of the total revenue increase.  Excluding the impact of acquisitions, total revenue increased $26.6 million, or 13.6%.  

 

ALJ recognized net income of $1.9 million and earnings per share (EPS) of $0.05 (diluted) for the nine months ended June 30, 2017 compared to net income of $2.2 million and EPS of $0.06 (diluted) for the nine months ended June 30, 2016.  Increased revenue was offset by higher cost of sales due to start-up costs of certain contracts, higher selling, general and administrative costs due to increased depreciation & amortization related to acquisitions, and higher tax provision due to the impact of deferred taxes.  

 

ALJ recognized consolidated adjusted EBITDA of $23.1 million for the nine months ended June 30, 2017, an increase of $2.5 million, or 12.4%, compared to $20.6 million for the nine months ended June 30, 2016, due primarily to Faneuil contract renewals and new contract awards.

 

ALJ estimates revenue for the three months ending September 30, 2017 to be in the range of $81.2 million to $90.0 million, as compared to $72.4 million for the three months ended September 30, 2016.

Jess Ravich, Executive Chairman of ALJ, said, “We continue to execute on our core strategic initiatives, along with disciplined organic and acquisition growth to generate added value for our stakeholders.”

 

Amounts in $000's, except per share amounts

 

Three Months Ended June 30,

 

 

 

 

 

 

 

 

 

2017

 

 

2016

 

$ Change

 

% Change

 

 

 

(unaudited)

 

 

(unaudited)

 

 

 

 

 

 

 

Net revenue

 

$

83,473

 

 

$

64,857

 

$

18,616

 

 

28.7

%

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

63,505

 

 

 

48,903

 

 

14,602

 

 

29.9

%

Selling, general, and administrative expense

 

 

16,431

 

 

 

11,962

 

 

4,469

 

 

37.4

%

(Gain) loss on disposal of assets, net

 

 

(4

)

 

 

2

 

 

(6

)

 

(300.0

%)

Total operating expenses

 

 

79,932

 

 

 

60,867

 

 

19,065

 

 

31.3

%

Operating income

 

 

3,541

 

 

 

3,990

 

 

(449

)

 

(11.3

%)

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(2,302

)

 

 

(2,175

)

 

(127

)

 

5.8

%

Other income

 

 

298

 

 

 

 

 

298

 

 

Total other expense

 

 

(2,004

)

 

 

(2,175

)

 

171

 

 

(7.9

%)

Income before income taxes

 

 

1,537

 

 

 

1,815

 

 

(278

)

 

(15.3

%)

Provision for income taxes

 

 

(577

)

 

 

(407

)

 

(170

)

 

41.8

%

Net income

 

$

960

 

 

$

1,408

 

$

(448

)

 

(31.8

%)

Basic earnings per share of common stock

 

$

0.03

 

 

$

0.04

 

$

(0.01

)

 

 

 

Diluted earnings per share of common stock

 

$

0.03

 

 

$

0.04

 

$

(0.01

)

 

 

 

Weighted average shares of common stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

35,139

 

 

 

34,698

 

 

376

 

 

 

 

Diluted

 

 

36,164

 

 

 

35,838

 

 

284

 

 

 

 

2


 

 

Amounts in $000's, except per share amounts

 

Nine Months Ended June 30,

 

 

 

 

 

 

 

 

 

2017

 

 

2016

 

$ Change

 

% Change

 

 

 

(unaudited)

 

 

(unaudited)

 

 

 

 

 

 

 

Net revenue

 

$

240,386

 

 

$

195,933

 

$

44,453

 

 

22.7

%

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

184,693

 

 

 

149,797

 

 

34,896

 

 

23.3

%

Selling, general, and administrative expense

 

 

45,728

 

 

 

36,798

 

 

8,930

 

 

24.3

%

Loss (gain) on disposal of assets, net

 

 

8

 

 

 

(117

)

 

125

 

 

(106.8

%)

Total operating expenses

 

 

230,429

 

 

 

186,478

 

 

43,951

 

 

23.6

%

Operating income

 

 

9,957

 

 

 

9,455

 

 

502

 

 

5.3

%

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(7,020

)

 

 

(6,701

)

 

(319

)

 

4.8

%

Other income

 

 

298

 

 

 

 

 

298

 

 

 

Total other expense

 

 

(6,722

)

 

 

(6,701

)

 

(21

)

 

0.3

%

Income before income taxes

 

 

3,235

 

 

 

2,754

 

 

481

 

 

17.5

%

Provision for income taxes

 

 

(1,332

)

 

 

(579

)

 

(753

)

 

130.1

%

Net income

 

$

1,903

 

 

$

2,175

 

$

(272

)

 

(12.5

%)

Basic earnings per share of common stock

 

$

0.05

 

 

$

0.06

 

$

(0.01

)

 

(12.2

%)

Diluted earnings per share of common stock

 

$

0.05

 

 

$

0.06

 

$

(0.01

)

 

 

 

Weighted average shares of common stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

34,763

 

 

 

34,902

 

 

(139

)

 

 

 

Diluted

 

 

35,880

 

 

 

36,068

 

 

(187

)

 

 

 

 

Results for Faneuil

Anna Van Buren, CEO of Faneuil, stated, “Successful implementation of new projects contributed to our continued strong performance in the 3rd quarter. The highlight of this period was the completion of Faneuil's first acquisition, the CMO Business from Vertex, which strengthens our position in the utilities sector.”

Faneuil recognized revenue of $39.5 million for the three months ended June 30, 2017 compared to $32.1 million for the three months ended June 30, 2016.  Revenue increased $7.4 million, or 23.1%.  Excluding the impact of the CMO Business, revenue increased $3.8 million, or 11.7%, due to new customer awards.  Faneuil recognized revenue of $36.7 million for the three months ended March 31, 2017.  

Faneuil recognized adjusted EBITDA of $3.6 million for the three months ended June 30, 2017 compared to $2.9 million for the three months ended June 30, 2016.  Adjusted EBITDA increased by $0.7 million, or 25.1%, due to new customer awards.  Faneuil recognized adjusted EBITDA of $2.9 million for the three months ended March 31, 2017.

Faneuil recognized revenue of $114.2 million for the nine months ended June 30, 2017 compared to $99.8 million for the nine months ended June 30, 2016.  Revenue increased $14.4 million, or 14.5%.  Excluding the impact of acquisitions, revenue increased $10.8 million or 10.8% due to improved contract renewals and new contract awards.

Faneuil recognized adjusted EBITDA of $10.3 million for the nine months ended June 30, 2017 compared to $8.0 million for the nine months ended June 30, 2016.  Adjusted EBITDA increased by $2.3 million, or 28.9%, due to higher levels of business activity for contract renewals and awards and the acquisition of the CMO Business.

3


 

Faneuil estimates its revenue for the three months ending September 30, 2017 to be in the range of $39.9 million to $44.2 million, compared to $32.0 million for the three months ending September 30, 2016.  

Faneuil’s contract backlog expected to be realized within the next twelve months as of June 30, 2017 was $100.0 million as compared to $66.2 million as of June 30, 2016 and $92.3 million as of March 31, 2017.  Faneuil’s total contract backlog as of June 30, 2017 was $258.9 million as compared to $226.3 million as of June 30, 2016 and $241.2 million as of March 31, 2017.

Results for Carpets

“We continued to experience significant increases over our 2016 revenue during the third quarter, primarily due to volume increases from our national home builders,” said Steve Chesin, CEO of Carpets.  “Our costs have remained higher than we want, but we wanted to make sure our customers remained satisfied during this large increase in volume.  We have achieved that goal and we are now implementing cost cutting measures that will take effect over the next two quarters.”

Carpets recognized revenue of $18.5 million for the three months ended June 30, 2017 compared to $12.6 million for the three months ended June 30, 2016.  Revenue increased $5.9 million, or 46.9%, due to higher volumes from national home builders.  Carpets recognized revenue of $17.9 million for the three months ended March 31, 2017.

Carpets recognized adjusted EBITDA of $0.4 million for the three months ended June 30, 2017 compared to approximately $0.6 million for the three months ended June 30, 2016. Adjusted EBITDA decreased by $0.2 million impacted by higher overall costs to absorb additional volume.  Carpets recognized adjusted EBITDA of approximately $0.3 million for the three months ended March 31, 2017.

Carpets recognized revenue of $51.9 million for the nine months ended June 30, 2017 compared to $35.7 million for the nine months ended June 30, 2016.  Revenue increased by $16.2 million, or 45.6%, due to additional contracts awarded from national home builders.

Carpets recognized adjusted EBITDA of $0.7 million for the nine months ended June 30, 2017 compared to $0.5 million for the nine months ended June 30, 2016.  Adjusted EBITDA increased by $0.2 million impacted by higher overall costs to absorb additional volume.

Carpets estimates its revenue for the three months ending September 30, 2017 to be in the range of $17.1 million to $19.0 million, compared to $15.0 million for the three months ending September 30, 2016.

Carpet’s contract backlog expected to be realized within the next twelve months as of June 30, 2017 was $25.8 million as compared to $22.4 million as of June 30, 2016 and $29.8 million as of March 31, 2017.  Carpet’s total contract backlog as of June 30, 2017 was $62.9 million compared to $46.0 million as of June 30, 2016 and $71.5 million as of March 31, 2017.

Results for Phoenix

Marc Reisch, CEO of Phoenix, stated “The increase in third quarter net revenue for Phoenix Color was driven by solid packaging and commercial sales for the Color Optics business, acquired in July, 2016, that were offset, in part, by significantly lower education market component sales. Adjusted EBITDA of $4.6 million was approximately $0.4 million lower than 2016 due to lower earnings from education market component sales and startup costs related to the transition of packaging and commercial print manufacturing. We expect these transition expenses to continue, at similar levels, over the next two quarters.”

Phoenix recognized revenue of $25.5 million for the three months ended June 30, 2017 compared to $20.2 million for the three months ended June 30, 2016. Revenue increased $5.3 million, or 26.3%.  Excluding the impact of acquisitions, revenue decreased $0.9 million, or 4.2%, due to lower volumes for

4


 

educational components.  Phoenix recognized revenue of $24.7 million for the three months ended March 31, 2017.

Phoenix recognized adjusted EBITDA of $4.6 million for the three months ended June 30, 2017 compared to $5.0 million for the three months ended June 30, 2016. Adjusted EBITDA decreased by $0.4 million, or 8.7%, mainly due to start-up costs associated with the acquisition of Color Optics.  Phoenix recognized adjusted EBITDA of $4.9 million for the three months ended March 31, 2017.

Phoenix recognized revenue of $74.2 million for the nine months ended June 30, 2017 compared to $60.5 million for the nine months ended June 30, 2016.  Revenue increased by $13.7 million, or 22.8%. Excluding the impact of the acquisition, revenue decreased by $0.5 million due to lower volumes for educational components.

Phoenix recognized adjusted EBITDA of $13.8 million for the nine months ended June 30, 2017 compared to $14.0 million for the nine months ended June 30, 2016. Adjusted EBITDA decreased by $0.2 million mainly due to start-up costs associated with the acquisition of Color Optics.

Phoenix estimates its revenue for the three months ending September 30, 2017 to be in the range of $24.2 million to $26.8 million as compared to $25.5 million for the three months ended September 30, 2016.

Phoenix’s contract backlog expected to be realized within the next twelve months as of June 30, 2017 was $58.1 million as compared to $41.7 million as of June 30, 2016 and $59.7 million as of March 31, 2017.  Phoenix’s total contract backlog as of June 30, 2017 was $161.5 million as compared to $117.9 million as of June 30, 2016 and $151.6 million as of March 31, 2017.

Non-GAAP Financial Measures

In this release, we present certain adjusted financial measures that are not calculated according to generally accepted accounting principles in the United States (“GAAP”). These non-GAAP financial measures are designed to complement the GAAP financial information presented in this release because management believes they present information regarding ALJ that is useful to investors. The non-GAAP financial measures presented should not be considered in isolation from, or as a substitute for, the comparable GAAP financial measure.

5


 

We define adjusted EBITDA as net income before interest income and expense, income taxes, non-cash stock based compensation, depreciation and amortization. We present adjusted EBITDA because we believe it is frequently used by analysts, investors and other interested parties in the evaluation of our company.  Adjusted EBITDA measures are not calculated in the same manner by all companies and, accordingly, may not be an appropriate measure for comparison.  A reconciliation of our adjusted EBITDA to operating income, the most directly comparable GAAP measure, can be obtained by subtracting depreciation and amortization, non-cash stock based compensation, restructuring expenses, acquisition related expenses, non-recurring fees associated with ALJ’s up-listing to the NASDAQ, and other non-recurring expenses from ALJ adjusted EBITDA.  A reconciliation of Faneuil’s, Carpets’ and Phoenix’s adjusted EBITDA to operating income, the most directly comparable GAAP measure, can be obtained by subtracting depreciation and amortization and non-cash stock based compensation from consolidated operating income.  Following is a reconciliation of consolidated operating income to consolidated adjusted EBITDA:

 

Amounts in $000's

 

Three Months Ended June 30,

 

 

 

 

 

 

 

 

 

2017

 

2016

 

$ Change

 

% Change

 

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

Consolidated operating income

 

$

3,541

 

$

3,990

 

$

(449

)

 

(11.3

%)

     Depreciation & amortization

 

 

4,164

 

 

3,262

 

 

902

 

 

27.7

%

     Stock-based compensation

 

 

206

 

 

264

 

 

(58

)

 

(22.0

%)

     Restructuring expenses

 

 

106

 

 

 

 

106

 

 

     Acquisition-related expenses

 

 

217

 

 

200

 

 

17

 

 

8.5

%

     One-time up-listing expenses

 

 

 

 

91

 

 

(91

)

 

(100.0

%)

     Loss (gain) on sales of assets

 

 

(4

)

 

2

 

 

(6

)

 

(300.0

%)

     Other

 

 

12

 

 

 

 

12

 

 

Consolidated Adjusted EBITDA

 

$

8,242

 

$

7,809

 

 

433

 

 

5.5

%

 

Amounts in $000's

 

Nine Months Ended June 30,

 

 

 

 

 

 

 

 

 

2017

 

2016

 

$ Change

 

% Change

 

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

Consolidated operating income

 

$

9,957

 

$

9,455

 

$

502

 

 

5.3

%

     Depreciation & amortization

 

 

12,178

 

 

9,590

 

 

2,588

 

 

27.0

%

     Stock-based compensation

 

 

563

 

 

689

 

 

(126

)

 

(18.3

%)

     Restructuring expenses

 

 

200

 

 

 

 

200

 

 

     Acquisition-related expenses

 

 

217

 

 

200

 

 

17

 

 

8.5

%

     One-time up-listing expenses

 

 

 

 

754

 

 

(754

)

 

(100.0

%)

     Loss (gain) on sales of assets

 

 

8

 

 

(117

)

 

125

 

 

(106.8

%)

Consolidated Adjusted EBITDA

 

$

23,123

 

$

20,571

 

$

2,552

 

 

12.4

%

 


6


 

Supplemental Consolidated Financial Information - Segment Revenue, Adjusted EBITDA, and Debt

 

Amounts in $000's

 

Three Months Ended June 30,

 

 

 

 

 

 

 

 

 

2017

 

2016

 

$ Change

 

% Change

 

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

Net Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

     Faneuil

 

$

39,469

 

$

32,070

 

$

7,399

 

 

23.1

%

     Carpets

 

 

18,458

 

 

12,562

 

 

5,896

 

 

46.9

%

     Phoenix Color

 

 

25,546

 

 

20,225

 

 

5,321

 

 

26.3

%

Total Revenue

 

$

83,473

 

$

64,857

 

$

18,616

 

 

28.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts in $000's

 

Three Months Ended June 30,

 

 

 

 

 

 

 

 

 

2017

 

2016

 

$ Change

 

% Change

 

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

     Faneuil

 

$

3,593

 

$

2,872

 

$

721

 

 

25.1

%

     Carpets

 

 

437

 

 

583

 

 

(146

)

 

(25.0

%)

     Phoenix Color

 

 

4,571

 

 

5,007

 

 

(436

)

 

(8.7

%)

     Corporate

 

 

(359

)

 

(653

)

 

294

 

 

(45.0

%)

Total Adjusted EBITDA

 

$

8,242

 

$

7,809

 

$

433

 

 

5.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts in $000's

 

Nine Months Ended June 30,

 

 

 

 

 

 

 

 

 

2017

 

2016

 

$ Change

 

% Change

 

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

Net Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

     Faneuil

 

$

114,242

 

$

99,814

 

$

14,428

 

 

14.5

%

     Carpets

 

 

51,907

 

 

35,651

 

 

16,256

 

 

45.6

%

     Phoenix Color

 

 

74,237

 

 

60,468

 

 

13,769

 

 

22.8

%

Total Revenue

 

$

240,386

 

$

195,933

 

$

44,453

 

 

22.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts in $000's

 

Nine Months Ended June 30,

 

 

 

 

 

 

 

 

 

2017

 

2016

 

$ Change

 

% Change

 

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

     Faneuil

 

$

10,284

 

$

7,981

 

$

2,303

 

 

28.9

%

     Carpets

 

 

651

 

 

532

 

 

119

 

 

22.4

%

     Phoenix Color

 

 

13,771

 

 

14,027

 

 

(256

)

 

(1.8

%)

     Corporate

 

 

(1,583

)

 

(1,969

)

 

386

 

 

(19.6

%)

Total Adjusted EBITDA

 

$

23,123

 

$

20,571

 

$

2,552

 

 

12.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7


 

As of June 30, 2017 and September 30, 2016, consolidated debt and consolidated net debt was comprised of the following (exclusive of deferred financing costs):

 

Amounts in $000's

June 30,

 

 

September 30,

 

 

2017

 

 

2016

 

 

(unaudited)

 

 

(audited)

 

Term loan payable

$

93,174

 

 

$

101,969

 

Line of credit

 

6,458

 

 

 

 

Capital leases

 

5,540

 

 

 

4,751

 

Total debt

 

105,172

 

 

 

106,720

 

 

 

 

 

 

 

 

 

Cash

 

1,876

 

 

 

5,279

 

Net debt

$

103,296

 

 

$

101,441

 

 

As of June 30, 2017 the Company was in compliance with all debt covenants.

 

 

Financial Covenants Comparison

 

At June 30, 2017

 

(actual)

 

(required)

Leverage Ratio

2.99

 

< 3.5

Fixed Charges Ratio

1.52

 

> 1.25

 

About ALJ Regional Holdings, Inc.

ALJ Regional Holdings, Inc.  is the parent company of Faneuil, Inc., a leading provider of outsourcing and co-sourced services to both commercial and government entities in the healthcare, utility, toll and transportation industries, Floors-N-More, LLC, dba Carpets N' More, one of the largest floor covering retailers in Las Vegas and a provider of multiple finishing products for commercial, retail and home builder markets including all types of flooring, countertops, cabinets, window coverings and garage/closet organizers, with 4 retail locations and Phoenix Color Corp., a leading manufacturer of book components, educational materials and related products producing value-added components, heavily illustrated books and specialty commercial products using a broad spectrum of materials and decorative technologies.

This press release contains forward-looking statements. Such statements include information regarding our expectations, goals or intentions regarding the future, including but not limited to statements about our financial projections and business growth, the impact of the CMO Business on Faneuil’s operations, cost-cutting measures implemented by Carpets, the integration of Color Optics by Phoenix and other statements including the words "will" and "expect" and similar expressions.  You should not place undue reliance on these statements, as they involve certain risks and uncertainties, and actual results or performance may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially are discussed in our Form 10-K filed with the Securities and Exchange Commission and available through EDGAR on the SEC’s website at www.sec.gov.  All forward-looking statements in this release are made as of the date hereof and we assume no obligation to update any forward-looking statement.

8

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