CHRISTOPHER & BANKS CORPORATION
Our Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") should be read in conjunction with our Annual Report on Form
10-K for the fiscal year ended February 1, 2020 and our unaudited Condensed
Consolidated Financial Statements and related Notes included in Item 1 of this
Quarterly Report on Form 10-Q. Unless otherwise noted, transactions and other
factors significantly impacting our financial condition, results of operations
and liquidity are discussed in order of magnitude.
The following discussion contains forward-looking statements that reflect the
Company's plans, estimates and beliefs. The Company's actual results could
materially differ from those discussed in these forward-looking statements.
Factors that could cause or contribute to those differences include, but are not
limited to, those discussed in "Risk Factors" and in "Forward-Looking
Statements" in this Quarterly Report on Form 10-Q and in our Annual Report on
Form 10-K for the fiscal year ended February 1, 2020 .
Executive Overview
We are a specialty retailer of privately branded women's apparel and accessories. We offer our customer an assortment of unique, classic and versatile clothing that fits her everyday needs at a good value.
We operate an integrated, omni-channel platform that provides our customer the ability to shop when and where she wants, including online or at our retail and outlet stores. This approach allows our customers to browse, purchase, return, or exchange our merchandise through the channel that is optimal for her. As ofMay 2, 2020 , we operated 448 stores in 44 states, including 312 Missy, Petite, Women ("MPW") stores, 77 outlet stores, 31 Christopher & Banks ("CB") stores, and 28 C.J. Banks ("CJ") stores. These store numbers include temporarily closed stores. Our CB brand offers unique fashions and accessories featuring exclusively designed assortments of women's apparel in sizes 4 to 16 and in petite sizes 4P to 16P. Our C.J. Banks brand offers similar assortments of women's apparel in sizes 14W to 26W. Our MPW concept and outlet stores offer an assortment of both CB and CJ apparel servicing the Missy, Petite and Women-sized customer in one location. COVID-19 OnMarch 11, 2020 , theWorld Health Organization declared the novel coronavirus (known as COVID-19) outbreak to be a global pandemic. As a result, the Company began the temporary closing of its stores, and effectiveMarch 19, 2020 , it made the decision to temporarily close all of its stores and corporate office to combat the rapid spread of COVID-19. All stores remained closed untilApril 27, 2020 , when a small number of stores in select markets were reopened to serve solely as fulfillment centers for the Company's eCommerce sales. As ofJune 12, 2020 , most corporate office associates continued to work remotely. 16
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These developments have caused, and will continue to cause, significant disruptions to the Company's business and have had a significant adverse impact on its financial condition, results of operations and cash flows, the extent of which will be primarily based on the duration of the store closures, as well as the timing and extent of any recovery in traffic and consumer spending at the Company's stores. As ofJune 12, 2020 , approximately 400 of the Company's stores, as well as its distribution center, have been reopened, and the Company expects the remainder of its stores to be reopened byJune 30, 2020 . However, the Company is currently unable to determine whether, when or how the conditions surrounding the COVID-19 pandemic will change, including the impact that social distancing protocols will have on the Company's operations, the degree to which the Company's customers will patronize its stores and any impact from potential subsequent additional outbreaks or government mandated closures. In response to the COVID-19 pandemic and the temporary closing of stores, the Company temporarily furloughed all store and most distribution center and corporate associates, but continues to provide benefits to furloughed associates. As the Company reopens its stores, it has begun to recall furloughed associates. The Company has also suspended rent payments to landlords while stores are closed and is negotiating revised payment terms with landlords. As previously announced, corporate employees and management have received temporary base salary reductions beginning with 20% and up to 50% for the CEO. The Board of Directors has also agreed to a substantial reduction in retainer fees aligned with management. The Company previously suspended the majority of its planned capital expenditures and significantly reduced operating expenses. Additionally, in earlyJune 2020 , the Company applied for and received$10.0 million in loan proceeds under the Paycheck Protection Program (the "PPP") of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") ofMarch 27, 2020 . The Company believes that it will be able to apply the loan proceeds toward the payment of payroll, rent, utilities and other qualified expenses in accordance with the conditions of the PPP, in order for the loan principal to be forgiven under the CARES Act.
Also, the Company worked closely with its merchandise vendor partners to reduce orders and extend payment terms, canceling as much of its spring/summer inventory orders as possible while holding over some basic product.
The Company has experienced, and will continue to experience, adverse impacts on our financial condition and results of operations as a result of the COVID-19 pandemic, including, but not limited to, significant declines in net sales as a result of our store closings, as partially offset by reduced merchandise, buying and occupancy costs and other operating expenses; increases in operating losses and net losses; and adjustments to asset carrying values or long-lived asset impairment charges. Actual results may differ materially from the Company's current estimates as the scope of the COVID-19 pandemic evolves, depending largely, though not exclusively, on the duration and extent of the disruption to its business. As various states across the country begin to authorize the re-opening of businesses, we continue to keep health and safety as a top priority as we take steps to re-open our stores. We are implementing social distancing and safety practices that include: • Hand sanitizer being available for all customers and associates;
• Social distancing of at least 6 feet;
• Extended cleaning efforts to wipe down surfaces after each use;
• Wearing of masks by all associates;
• Requesting that customers wear masks;
• Limiting the number of customers in store based on store size;
• Requiring associates that do not feel well to stay home; and
• Requesting customers that do not feel way to stay home, but to shop online.
Ongoing Initiatives for Fiscal 2020
Since the beginning of the COVID-19 pandemic, protecting the health and safety of our customers, associates, and the communities that we serve has been our top priority. Accordingly, we moved quickly to close our stores, distribution center, and corporate offices in March. Now, as various states across the country begin to authorize the re-opening of businesses, we continue to keep health and safety as a top priority as we take steps to re-open our stores. As discussed above, we began limited reopening stores onApril 27, 2020 for fulfillment of eCommerce orders. Since that time, we have opened these stores to the public and have continued to reopen other stores in accordance with applicable government guidelines. As ofJune 12, 2020 , approximately 400 of our stores have been reopened. We plan to reopen our remaining stores byJune 30, 2020 . While our stores were closed, our primary short-term financial objective was to effectively manage and enhance our liquidity. As our stores return to normal operations, and we receive more clarity on the extent of the impact of the COVID-19 pandemic, we will continue to focus on a number of ongoing initiatives aimed at improving our business. 17
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Table of Contents Strategic Priorities
Our overall business strategy is to build sustainable, long-term revenue growth and consistent profitability through the following strategic initiatives:
• Enhance the customer shopping experience;
• Improve marketing and promotional effectiveness;
• Leverage omni-channel capabilities;
• Build loyalty and grow our customer file;
• Optimize our real estate portfolio; and
• Right-size our cost structure.
Enhance the Customer Shopping Experience
We are committed to enhancing our customer's shopping experience by providing a well curated product assortment that is presented in a way that is easier for her to shop. We are focused on improving the flow and depth of our inventory buys which are intended to help her build an outfit and drive units per transaction. Additionally, we have recently launched a new Style and Selling model to support our store associates in providing even better service and importantly drive sales.
Improve Marketing and Promotional Effectiveness
Our goals include executing disciplined markdown management, leveraging improved analytics to inform what types and depth of promotions and targeted offers are used and to increase our return on marketing investments.
Leverage Omni-Channel Capabilities
Our integrated, omni-channel strategy is designed to provide customers with a seamless retail experience, allowing her to shop whenever, however and wherever she chooses. In January of 2018, we launched "Buy online, ship to store," and in November of 2018, we launched "Buy online, ship from store." As ofNovember 2019 , we are fulfilling eCommerce orders from approximately 375 of our stores. We launched "Buy online, pick up in store" during the first quarter of Fiscal 2019. These flexible fulfillment options not only meet a customer need, they allow us to better leverage our inventory across our entire chain.
Build Loyalty and Grow our Customer File
We have a very loyal customer base that is highly engaged. Our uniquely designed
product, our value positioning and our customer service are key differentiators
for us and contribute to the loyalty of our customers with approximately 90% of
our active customers participating in our loyalty rewards program.
We continue to focus on maximizing the benefits of our customer relationship
management ("CRM") database, Friendship Rewards Loyalty Program ("Friendship
Rewards"), and private-label credit card program to strengthen engagement with
our customers. Our Friendship Rewards program, in conjunction with our CRM
system, allows us to personalize communications and customize our offers. We
continue to leverage our direct and digital marketing channels to encourage
additional customer visits and increased spending per visit.
To grow our active customer file, we intend to reallocate our marketing spend in
an effort to drive acquisition of new customers, reactivate lapsed customers,
and also capitalize on market disruptions. In addition, we intend to refresh our
Friendship Rewards program and to continue to leverage that program. Finally, we
plan to capitalize on our unique positioning in the market to drive engagement
with customers on a grass roots level.
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Optimize our Real Estate Portfolio
Between 2011 and 2015 we consolidated our store formats and reduced our store count by 33% in an effort to improve store productivity. Additionally, approximately 34% of our store leases have a potential lease action arising during the last three quarters of Fiscal 2020. These lease actions should provide us with flexibility to close underperforming stores and the opportunity to renegotiate occupancy costs where applicable. To this end, we engaged a leading national third-party real estate consulting firm during Fiscal 2019 to assist us in lease restructuring and to accelerate and increase occupancy cost savings. As a result of these lease restructuring efforts, we realized approximately$2.0 million in occupancy cost savings in Fiscal 2019 and we expect an additional$4.6 million in Fiscal 2020. In addition, it is the Company's intent to negotiate more favorable lease terms, where possible, both for periods stores were temporarily closed as well as for future periods, as a result of the COVID-19 pandemic and its effects on the commercial real estate market. Right-size our Cost Structure We intend to take a holistic approach in driving cost reductions. To help us in accomplishing this we have hired a third-party, non-merchandise procurement specialist to assist us in analyzing relationships and negotiating cost reductions. In addition, we intend to continue to aggressively negotiate rent reductions, optimize our marketing spend, review and reduce our corporate overhead and reduce our shipping and fulfillment expense.
Performance Measures
Management evaluates our financial results based on the following key measures of performance:
Comparable sales
Comparable sales is a measure that highlights the sales performance of our store channel and eCommerce channel by measuring the changes in sales over the comparable, prior-year period of equivalent length.
Our comparable sales calculation includes merchandise sales for: • Stores operating for at least 13 full months;
• Stores relocated within the same center; and
• eCommerce sales.
Our comparable sales calculation excludes:
• Stores converted to the MPW format for 13 full months post conversion.
We believe our eCommerce operations are interdependent with our brick-and-mortar
store sales and, as such, we believe that reporting combined store and eCommerce
comparable sales is a more appropriate presentation. Our customers are able to
browse merchandise in one channel and consummate a transaction in a different
channel. At the same time, our customers have the option to return merchandise
to a store or our third-party distribution center, regardless of the original
channel used for purchase.
Comparable sales measures can vary across the retail industry. As a result, our
comparable sales calculation is not necessarily comparable to similarly titled
measures reported by other companies.
Other performance metrics
To supplement our comparable sales performance measure, we also monitor changes
in net sales, net sales per store, net sales per gross square foot, gross
profit, gross margin rate, operating income, cash, inventory and liquidity.
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First Quarter Fiscal 2020 Results of Operations
The following table presents selected consolidated financial data for the first quarter of Fiscal 2020 as compared to the first quarter of Fiscal 2019:
Thirteen Weeks Ended Net Change Percent of Net Sales
(dollars in thousands) May 2, 2020 May 4, 2019 Amount Percent May 2, 2020 May 4, 2019
Net sales $ 40,125 $ 83,220 $ (43,095 ) (51.8 )% 100.0 % 100.0 %
Merchandise, buying and
occupancy costs 36,401 57,606 (21,205 ) (36.8 )% 90.7 % 69.2 %
Gross profit 3,724 25,614 (21,890 ) (85.5 )% 9.3 % 30.8 %
Other operating expenses:
Selling, general and
administrative 18,523 29,188 (10,665 ) (36.5 )% 46.2 % 35.1 % Depreciation and amortization
1,906 2,382 (476 ) (20.0 )% 4.8 % 2.9 %
Impairment of store assets 264 - 264 - % 0.7 % - %
Total other operating expenses 20,693 31,570 (10,877 ) (34.5 )% 51.6 % 37.9 %
Operating loss (16,969 ) (5,956 ) (11,013 ) 184.9 % (42.3 )% (7.2 )%
Interest expense, net (273 ) (156 ) (117 ) 75.0 % (0.7 )% (0.2 )%
Loss before income taxes (17,242 ) (6,112 ) (11,130 ) 182.1 % (43.0 )% (7.3 )% Income tax (benefit) provision
(4 ) 40 (44 ) (110.0 )% - % - %
Net loss $ (17,238 ) $ (6,152 ) $ (11,086 ) 180.2 % (43.0 )% (7.4 )%
Thirteen Weeks Ended
Rate trends as a percentage of net sales
9.3 % 30.8 %
Selling, general, and administrative 46.2 % 35.1 %
Depreciation and amortization 4.8 % 2.9 %
Operating loss (42.3 )% (7.2 )%
First Quarter Fiscal 2020 Summary
• First quarter financial results were heavily driven by the impact of
temporary store closings due to the COVID-19 pandemic.Net sales decreased
51.8% compared to the same period last year. All of the Company's stores were
temporarily closed
the exception of a few stores in select markets that were initially opened
• Year-over-year comparable sales were 4.9% higher in
comparable due to temporary store closures due to the COVID-19 pandemic.
• eCommerce sales decreased 10.0% following a 10.7% increase in the same period
last year.
• Gross margin rates decreased 2,150 basis points from the first quarter of
last year, reflecting fixed occupancy costs for stores versus lower revenues
as well as lower merchandise margin due to markdowns and eCommerce costs
(primarily freight).
• SG&A expense was
due primarily to lower expenses for store compensation, marketing and
professional services.
• Net loss totaled
net loss for the prior year's first quarter of
loss per share.
• As of
compared to
million as of the end of the first quarter versus no outstanding borrowings
as of February 1, 2020 .
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The components of the 51.8% net sales decrease in the first quarter Fiscal 2020 as compared to the first quarter of Fiscal 2019 were as follows:
Thirteen Weeks Ended
Sales driver change components May 2, 2020
Number of transactions (50.5 )%
Average unit retail (0.6 )%
Units per transaction (2.5 )%
Other sales 1.8 %
Total sales driver change (51.8 )%
Net sales decreased primarily due to a 50.5% decrease in the number of transactions, a 2.5% decline in units per transaction and a 0.6% decrease in average unit retail.
Store count, openings, closings, and square footage for our stores, excluding the impacts of temporary store closures, were as follows:
Store Count Square Footage (1)
February 2 MPW May 2, Avg. Store May 2, February 2
Stores by Format 2020 Open Close Conversions 2020 Count 2020 2020
MPW 309 3 - - 312 311 1,239 1,228
Outlet 77 - - - 77 77 310 310
Christopher and Banks 32 - (1 ) - 31 32 103 105
C.J. Banks 29 - (1 ) - 28 29 100 104
Total Stores 447 3 (2 ) - 448 449 1,752 1,747
(1) Square footage presented in thousands
Average store count in the first quarter of Fiscal 2020 was 449 stores compared
to an average store count of 457 stores in the first quarter of Fiscal 2019, a
decrease of 2.0%. Average square footage in the first quarter of Fiscal 2020
decreased 1.2% compared to the first quarter of Fiscal 2019.
Gross Profit
Gross margin rate decreased 2,150 basis points from the first quarter of last year, reflecting the impact of fixed occupancy costs for stores versus lower revenues as well as lower merchandise margin due to markdowns and eCommerce costs (primarily freight).
Selling, General, and Administrative ("SG&A") Expenses
SG&A expense was$10.7 million , or 36.5%, less than last year's first quarter due primarily to lower expenses for store compensation and store operations due to closings and furloughs, as well as reductions in expenses for corporate compensation, marketing and professional services.
Depreciation and Amortization
Depreciation and amortization expense decreased by$0.5 million primarily due to lower 2020 depreciation for capitalized software costs. Depreciation expense was also less for store leasehold improvements, primarily driven by a decline in average number of stores, as well as lower depreciation expense for computer hardware, furniture and fixtures and warehouse equipment. 21
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Operating Income
Our$11.0 million decline in operating income in the first quarter of Fiscal 2020 compared to the first quarter of Fiscal 2019 was due to the$21.9 million decrease in gross profit and the$0.3 million increase in store asset impairment charges, as partially offset by the$10.7 million decrease in SG&A expenses and the$0.5 million decrease in depreciation expense.
Interest expense, net
The increase in net interest expense was due to a higher level of average borrowings from our Credit Facility during the first quarter of Fiscal 2020 as well as interest on the$5.0 million drawn on the Term Loan beginningFebruary 27, 2020 . Income Tax Provision Income tax benefit recorded for the thirteen weeks endedMay 2, 2020 was$(4) thousand compared to income tax expense of$40 thousand for the same period of Fiscal 2019. Our effective tax rate was 0.0% for the thirteen weeks endedMay 2, 2020 compared to (0.7)% in the same period last year.
Net loss
Our$11.1 million increase in the net loss during the first quarter of Fiscal 2020 was due to the$21.9 million decrease in gross profit, the$10.7 million decrease in SG&A expenses, the$0.5 million decrease in depreciation and amortization expense and the$0.3 million impairment charge that was recorded in the first quarter of Fiscal 2020 and the$0.1 million increase in interest expense.
Liquidity and Capital Resources
Summary
There is significant uncertainty surrounding the potential impact of the COVID-19 pandemic on the Company's cash flow and liquidity. The Company is taking steps to increase available liquidity and cash on hand including, but not limited to, targeted reductions in discretionary operating expenses and capital expenditures, and utilizing funds available under the PPP Loan, and the Credit Facility and the Term Loan Facility described below. We believe that our sources of liquidity will be sufficient to sustain operations and to finance anticipated capital investments and strategic initiatives over the next twelve months. However, in the event our liquidity is not sufficient to meet our operating needs, we may be required to further limit our spending and to pursue additional sources of financing. There can be no assurance that we will continue to generate cash flows at or above current levels, that we will be able to comply with debt covenants and maintain our ability to borrow under our existing facilities, or that we may obtain additional financing, if necessary, on commercially reasonable terms, or at all.
Capital Resources
Funds generated by operating activities, available cash and cash equivalents, our Credit Facility and our Term Loan Facility are our most significant sources of liquidity. In addition, onJune 2, 2020 we received$10.0 million of proceeds in the form of a loan under the Paycheck Protection Program, which is forgivable provided the funds are spent on qualifying expenses, which the Company intends to do.
Our cash and cash equivalents balance as of
As ofMay 2, 2020 , bank borrowings under our Credit Facility totaled$16.8 million , with$4.1 million of availability under the Company's Credit Facility. As ofMay 2, 2020 , we had$5.0 million of principal outstanding under our Term Loan. The Credit Facility with Wells Fargo was most recently amended onFebruary 27, 2020 . This amendment, among other changes, removed the$5.0 million revolving "first-in, last-out" ("FILO") tranche credit facility and permitted the Company to incur indebtedness under the Term Loan facility. The current expiration date isAugust 3, 2023 . 22
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The Credit Facility's capped borrowing base atMay 2, 2020 was approximately$35.8 million . As ofMay 2, 2020 , the Company had open on-demand letters of credit of approximately$11.3 million . Accordingly, after reducing the capped borrowing base for current borrowings of$16.8 million , open letters of credit and the required minimum availability of the greater of$3.0 million , or$3.6 million (10.0% of the revolving loan cap), the net availability of revolving credit loans under the Credit Facility was approximately$4.1 million atMay 2, 2020 . The Term Loan Facility was entered into onFebruary 27, 2020 and provides for a delayed draw term loan facility in the aggregate principal amount of up to$10.0 million with a maturity date ofAugust 3, 2023 .$5.0 million was drawn on the Term Loan Facility at closing, which was used to repay$5.0 million of outstanding FILO loans on the Credit Facility. In addition, the Term Loan Facility requires the Company to maintain specified levels of consolidated EBITDA when the outstanding principal balance exceeds$5.0 million .
See Note 5 - Credit Facility and Term Loan Facilities for additional details regarding our Credit Facilities.
OnJune 2, 2020 , we were granted a loan (the "PPP Loan") fromCache Valley Bank in the aggregate amount of$10,000,000 , pursuant to the Paycheck Protection Program (the "PPP") under Division A, Title I of the CARES Act, which was enactedMarch 27, 2020 . The PPP Loan, which was in the form of a note datedJune 1, 2020 issued by the Company, matures onJune 1, 2022 and bears interest at a rate of 1.00% per annum, payable monthly commencing onDecember 1, 2020 . The Company may prepay the note at any time prior to maturity with no prepayment penalties. The Company may only use funds from the PPP Loan for purposes specified in the CARES Act and related PPP rules, which include payroll costs, costs used to continue group health care benefits, rent, and utilities; other uses will constitute a default under the PPP Loan. The Company intends to use the entire PPP Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act during the 24-week period commencing on the date of disbursement of the Loan.
Cash Flows
The following table summarizes our cash flows from operating, investing, and
financing activities for the first thirteen weeks of Fiscal 2020 compared to the
first thirteen weeks of 2019:
Thirteen Weeks Ended
(in thousands) May 2, 2020 May 4, 2019
Net cash used in operating activities
(395 ) (587 )
Net cash provided by financing activities 21,404 2,915
Net decrease in cash and cash equivalents
Operating Activities
The$14.1 million increase in cash used in operating activities in the first thirteen weeks of Fiscal 2020 compared to the first thirteen weeks of Fiscal 2019 was primarily due to the larger net loss, changes in working capital and changes in non-cash items. The negative effect of these items was partially offset by changes in non-cash expense and lease-related items. Working capital fluctuations are a reflection of seasonal patterns and a change in the timing of accounts payable and payroll accruals.
Investing Activities
Cash used in investing activities for the current period was$0.4 million as compared to a use of cash of$0.6 million last year. The$0.2 million change is primarily attributable to lower expenditures for eCommerce initiatives, store leaseholds and other improvements.
Financing Activities
The increase in cash provided by financing activities between Fiscal 2020 and 2019 was due to higher net borrowings of$13.8 million on the Company's Credit Facility as well as$5.0 million of borrowings under the Company's Term Loan Facility that became available duringFebruary 2020 . 23
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Sourcing
There have been no material changes to our ratio of imports to total merchandise purchases or concentration of supplier purchases in the thirteen-week period endedMay 2, 2020 compared to the thirteen-week period endedFebruary 1, 2020 .
Quarterly Results and Seasonality
Our quarterly results may fluctuate significantly depending on a number of factors, including general economic conditions, consumer confidence, customer response to our seasonal merchandise mix, timing of new store openings, adverse weather conditions, and shifts in the timing of certain holidays and shifts in the timing of promotional events.
Inflation
We do not believe that inflation had a material effect on our results of
operations for the thirteen-week period ended
Forward-Looking Statements
We may make forward-looking statements reflecting our current views with respect to future events and financial performance. These forward-looking statements, which may be included in reports filed under the Exchange Act, in press releases and in other documents and materials as well as in written or oral statements made by or on behalf of the Company, are subject to certain risks and uncertainties, including those discussed in Item 1A - Risk Factors of our Annual Report on Form 10-K for the fiscal year endedFebruary 1, 2020 , as updated in Item 1A of this Quarterly Report on Form 10-Q, which could cause actual results to differ materially from historical results or those anticipated. The words or phrases "will likely result," "are expected to," "estimate," "project," "believe," "expect," "should," "anticipate," "forecast," "intend" and similar expressions are intended to identify forward-looking statements within the meaning of Section 21e of the Exchange Act and Section 27A of the Securities Act of 1933, as amended, as enacted by the Private Securities Litigation Reform Act of 1995 ("PSLRA"). In particular, we desire to take advantage of the protections of the PSLRA in connection with the forward-looking statements made in this Quarterly Report on Form 10-Q. Such forward-looking statements are subject to various risks and uncertainties, including, but not limited to, risks and uncertainties relating to: • Disruptions to our business from the COVID-19 pandemic;
• Deteriorating economic conditions in the
• Changes in
apparel or accessories and a potential trade war;
• Performance of our stores;
• Our ability to increase sales and achieve and sustain an acceptable level
of gross margin;
• Sufficiency and availability of our sources of liquidity;
• Impairment of our long-lived assets; and
• Privacy laws governing our use of customer information.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statements are made. In addition, we wish to advise readers that the factors listed in Item 1A of our Annual Report on Form 10-K for the fiscal year endedFebruary 1, 2020 , as updated in Item 1A of this Quarterly Report on Form 10-Q, as well as other factors, could affect our performance and could cause our actual results for future periods to differ materially from any opinions or statements expressed in the quarterly report on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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