EPR Properties (NYSE:EPR) today announced operating results for the
fourth quarter and year ended December 31, 2012.
Total revenue was $83.4 million for the fourth quarter of 2012,
representing an 11% increase from $75.4 million for the same quarter in
2011. Net income available to common shareholders was $18.8 million, or
$0.40 per diluted common share, for the fourth quarter of 2012 compared
to $31.9 million, or $0.68 per diluted common share, for the same
quarter in 2011. Funds From Operations (FFO) for the fourth quarter of
2012 was $41.0 million, or $0.87 per diluted common share, compared to
$42.6 million, or $0.91 per diluted common share, for the same period in
2011. FFO as adjusted for the fourth quarter of 2012 was $45.1 million,
or $0.96 per diluted common share, compared to $42.4 million, or $0.90
per diluted common share, for the same period in 2011, an increase of 7%
per share.
Total revenue was $321.8 million for the year ended December 31, 2012,
representing an 8% increase from $298.3 million for the year ended
December 31, 2011. Net income available to common shareholders was $93.2
million, or $1.98 per diluted common share, for the year ended December
31, 2012 compared to $84.3 million, or $1.80 per diluted common share,
for the year ended December 31, 2011. Funds From Operations (FFO) for
the year ended December 31, 2012 was $168.8 million, or $3.59 per
diluted common share, compared to $150.3 million, or $3.20 per diluted
common share, for the year ended December 31, 2011. FFO as adjusted for
the year ended December 31, 2012 was $173.8 million, or $3.69 per
diluted common share, compared to $160.8 million, or $3.43 per diluted
common share, for the year ended December 31, 2011, an increase of 8%
per share.
David Brain, President and CEO, commented, "The fourth quarter was a
continuation of the positive momentum we have been reporting throughout
the year, allowing us to deliver an 8% annual increase in FFO as
adjusted per share and complete approximately $300 million in total
annual investments. We are optimistic about the year ahead as we
maintain a strong investment pipeline, and when combined with our strong
balance sheet, we believe that we are well-positioned to grow earnings
and support our increased dividend level."
A reconciliation of FFO to FFO as adjusted follows (unaudited, dollars
in thousands, except per share amounts):
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
|
|
2012
|
|
2011
|
|
|
|
Amount
|
|
FFO/share
|
|
Amount
|
|
FFO/share
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO
|
|
$
|
41,037
|
|
|
$
|
0.87
|
|
|
$
|
42,595
|
|
|
$
|
0.91
|
|
|
Transaction costs
|
|
|
31
|
|
|
|
—
|
|
|
|
233
|
|
|
|
—
|
|
|
Costs associated with loan refinancing or payoff, net
|
|
|
150
|
|
|
|
—
|
|
|
|
(390
|
)
|
|
|
(0.01
|
)
|
|
Preferred share redemption costs
|
|
|
3,888
|
|
|
|
0.09
|
|
|
|
—
|
|
|
|
—
|
|
|
FFO as adjusted
|
|
$
|
45,106
|
|
|
$
|
0.96
|
|
|
$
|
42,438
|
|
|
$
|
0.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share
|
|
|
|
|
$
|
0.75
|
|
|
|
|
$
|
0.70
|
|
|
FFO as adjusted payout ratio
|
|
|
|
|
|
78
|
%
|
|
|
|
|
78
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2012
|
|
2011
|
|
|
|
Amount
|
|
FFO/share
|
|
Amount
|
|
FFO/share
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO
|
|
$
|
168,839
|
|
|
$
|
3.59
|
|
|
$
|
150,291
|
|
|
$
|
3.20
|
|
|
Transaction costs
|
|
|
404
|
|
|
|
0.01
|
|
|
|
1,730
|
|
|
|
0.04
|
|
|
Costs associated with loan refinancing or payoff, net
|
|
|
627
|
|
|
|
0.01
|
|
|
|
5,998
|
|
|
|
0.13
|
|
|
Preferred share redemption costs
|
|
|
3,888
|
|
|
|
0.08
|
|
|
|
2,769
|
|
|
|
0.06
|
|
|
FFO as adjusted
|
|
$
|
173,758
|
|
|
$
|
3.69
|
|
|
$
|
160,788
|
|
|
$
|
3.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share
|
|
|
|
|
$
|
3.00
|
|
|
|
|
$
|
2.80
|
|
|
FFO as adjusted payout ratio
|
|
|
|
|
|
81
|
%
|
|
|
|
|
82
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Update
As of December 31, 2012, the Company's portfolio of entertainment
properties consisted of 10.7 million square feet and was 98% leased,
including 113 megaplex theatres that were 99% leased. The Company's
portfolio of education properties consisted of 2.3 million square feet,
including 38 public charter schools, and was 100% leased. The Company's
portfolio of recreation properties was 100% leased. The combined
portfolio consisted of 13.9 million square feet and was 98% leased.
As of December 31, 2012, the Company's real estate mortgage loan
portfolio had a carrying value of $455.8 million and included financing
provided for entertainment, education and recreation properties.
Additionally, the Company had $196.2 million in land held for
development.
Investment Update
The Company's investment spending in the fourth quarter of 2012 totaled
$95.9 million and included investments in each of its three primary
operating segments. Total investment spending for 2012 was $298.1
million.
Entertainment investment spending of $35.7 million in the fourth quarter
of 2012 related primarily to $22.0 million of financing provided to
North Carolina Music Factory, an existing live-performance anchored
entertainment retail center in Charlotte, North Carolina, as well as
investments in build-to-suit construction of eight megaplex theatres and
five other entertainment properties that are subject to long-term triple
net leases or mortgages.
Education investment spending of $12.8 million in the fourth quarter of
2012 related primarily to investments in build-to-suit construction of
nine public charter schools that are subject to long-term triple net
leases or mortgages.
Recreation investment spending of $42.7 million in the fourth quarter of
2012 related primarily to the purchase of the Wisp ski resort in
McHenry, Maryland, and funding mortgage note agreements with Peak
Resorts, Inc. (Peak) for additional improvements at existing properties
and Peak's acquisition of a metropolitan ski resort in Ohio.
Additionally, the Company funded build-to-suit construction of three
golf-entertainment complexes for TopGolf that are subject to long-term
triple net leases or mortgages.
Other investment spending totaled $4.7 million in the fourth quarter of
2012 and related primarily to the land held for development in Sullivan
County, New York. The Company continues to progress with the development
of a planned casino and resort property in Sullivan County, and the
Company obtained important local approvals for its comprehensive
development plan subsequent to year-end.
Progress on Vineyard and Winery Sales
The Company continues to make progress toward selling its remaining
vineyard and winery investments. During the fourth quarter of 2012, the
Company completed the sale of the remaining vineyard and winery assets
at its Buena Vista property and the sale of the Carneros custom crush
facility for total proceeds of $32.0 million. The Company recognized a
net loss on the sales of $0.7 million. In addition, the Company has two
agreements pending for the sale of another leased winery as well as
three other unleased vineyard and winery properties. In conjunction with
these agreements, the Company recorded impairment charges of $8.0
million during the fourth quarter of 2012. While there is no assurance
that these transactions will close, the carrying value of vineyard and
winery assets is expected to be down to approximately $28.0 million
subsequent to these sales.
Balance Sheet Update
The Company's balance sheet remains strong with a debt to gross assets
ratio (defined as total long-term debt to total assets plus accumulated
depreciation) of 41% at December 31, 2012. Combined unrestricted cash
and credit line capacity at December 31, 2012 was approximately $371.0
million.
As previously announced, on October 12, 2012, the Company issued 5.0
million shares of 6.625% Series F cumulative redeemable preferred shares
in a registered public offering at a purchase price of $25.00 per share
resulting in net proceeds of approximately $120.6 million, after
underwriting discounts and expenses. Additionally, on November 5, 2012,
the Company redeemed all 4.6 million outstanding shares of its 7.375%
Series D cumulative redeemable preferred shares for a total aggregate
redemption price of approximately $115.8 million.
Dividend Information
The Company is announcing a dividend for the first quarter of 2013 of
$0.79 per common share. This dividend is payable on April 15, 2013 to
shareholders of record as of March 28, 2013 and represents an annualized
dividend of $3.16 per common share, a 5.3% increase over the prior year.
In addition, our Board has approved the payment of dividends to common
shareholders on a monthly basis beginning in the second quarter of 2013.
Accordingly, it is expected that the first monthly dividend will be
payable on May 15, 2013 to common shareholders of record on April 30,
2013. No changes in timing are anticipated related to dividends on
preferred shares.
Guidance Update
The Company is increasing its 2013 guidance for FFO per diluted share to
$3.79 to $3.94, from the previous guidance of $3.77 to $3.92, and
increasing its 2013 investment spending guidance to $300 million to $350
million, from the previous guidance of $275 million to $325 million.
Approximately one-third of the expected investment spending in 2013
relates to carry-over spending on build-to-suit projects initiated in
2012.
Quarterly and Year-End Supplemental
The Company's supplemental information package for the fourth quarter
and year ended December 31, 2012 is available on the Company's website
at www.eprkc.com.
|
|
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EPR Properties
|
|
Consolidated Statements of Income
|
|
(Unaudited, dollars in thousands except per share data)
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Year Ended December 31,
|
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
Rental revenue
|
|
$
|
61,031
|
|
|
$
|
57,025
|
|
|
$
|
238,440
|
|
|
$
|
224,253
|
|
|
Tenant reimbursements
|
|
4,780
|
|
|
4,370
|
|
|
18,575
|
|
|
17,965
|
|
|
Other income
|
|
434
|
|
|
106
|
|
|
769
|
|
|
427
|
|
|
Mortgage and other financing income
|
|
17,117
|
|
|
13,947
|
|
|
64,002
|
|
|
55,633
|
|
|
Total revenue
|
|
83,362
|
|
|
75,448
|
|
|
321,786
|
|
|
298,278
|
|
|
Property operating expense
|
|
6,915
|
|
|
5,647
|
|
|
25,283
|
|
|
24,216
|
|
|
Other expense
|
|
408
|
|
|
390
|
|
|
1,681
|
|
|
1,947
|
|
|
General and administrative expense
|
|
5,396
|
|
|
5,045
|
|
|
23,170
|
|
|
20,173
|
|
|
Costs associated with loan refinancing or payoff, net
|
|
150
|
|
|
(390
|
)
|
|
627
|
|
|
3,700
|
|
|
Interest expense, net
|
|
20,062
|
|
|
17,658
|
|
|
76,656
|
|
|
71,481
|
|
|
Transaction costs
|
|
31
|
|
|
233
|
|
|
404
|
|
|
1,727
|
|
|
Impairment charges
|
|
6,872
|
|
|
—
|
|
|
10,870
|
|
|
18,684
|
|
|
Depreciation and amortization
|
|
13,192
|
|
|
11,527
|
|
|
50,254
|
|
|
45,755
|
|
|
Income before equity in income from joint ventures and discontinued
operations
|
|
30,336
|
|
|
35,338
|
|
|
132,841
|
|
|
110,595
|
|
|
Equity in income from joint ventures
|
|
358
|
|
|
616
|
|
|
1,025
|
|
|
2,847
|
|
|
Income from continuing operations
|
|
$
|
30,694
|
|
|
$
|
35,954
|
|
|
$
|
133,866
|
|
|
$
|
113,442
|
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations
|
|
441
|
|
|
778
|
|
|
864
|
|
|
(346
|
)
|
|
Impairment charges
|
|
(1,107
|
)
|
|
—
|
|
|
(13,039
|
)
|
|
(17,372
|
)
|
|
Transaction costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
Gain (loss) on sale or acquisition of real estate
|
|
(747
|
)
|
|
1,236
|
|
|
(27
|
)
|
|
19,545
|
|
|
Net income
|
|
29,281
|
|
|
37,968
|
|
|
121,664
|
|
|
115,266
|
|
|
Add: Net income attributable to noncontrolling interests
|
|
(47
|
)
|
|
(25
|
)
|
|
(108
|
)
|
|
(38
|
)
|
|
Net income attributable to EPR Properties
|
|
29,234
|
|
|
37,943
|
|
|
121,556
|
|
|
115,228
|
|
|
Preferred dividend requirements
|
|
(6,503
|
)
|
|
(6,003
|
)
|
|
(24,508
|
)
|
|
(28,140
|
)
|
|
Preferred share redemption costs
|
|
(3,888
|
)
|
|
—
|
|
|
(3,888
|
)
|
|
(2,769
|
)
|
|
Net income available to common shareholders of EPR Properties
|
|
$
|
18,843
|
|
|
$
|
31,940
|
|
|
$
|
93,160
|
|
|
$
|
84,319
|
|
|
Per share data attributable to EPR Properties common shareholders:
|
|
|
|
|
|
|
|
|
|
Basic earnings per share data:
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
0.43
|
|
|
$
|
0.64
|
|
|
$
|
2.25
|
|
|
$
|
1.77
|
|
|
Income (loss) from discontinued operations
|
|
(0.03
|
)
|
|
0.04
|
|
|
(0.26
|
)
|
|
0.04
|
|
|
Net income available to common shareholders
|
|
$
|
0.40
|
|
|
$
|
0.68
|
|
|
$
|
1.99
|
|
|
$
|
1.81
|
|
|
Diluted earnings per share data:
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
0.43
|
|
|
$
|
0.64
|
|
|
$
|
2.24
|
|
|
$
|
1.76
|
|
|
Income (loss) from discontinued operations
|
|
(0.03
|
)
|
|
0.04
|
|
|
(0.26
|
)
|
|
0.04
|
|
|
Net income available to common shareholders
|
|
$
|
0.40
|
|
|
$
|
0.68
|
|
|
$
|
1.98
|
|
|
$
|
1.80
|
|
|
Shares used for computation (in thousands):
|
|
|
|
|
|
|
|
|
|
Basic
|
|
46,850
|
|
|
46,726
|
|
|
46,798
|
|
|
46,640
|
|
|
Diluted
|
|
47,090
|
|
|
46,967
|
|
|
47,049
|
|
|
46,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPR Properties
|
|
Reconciliation of Net Income Available to Common Shareholders
|
|
to Funds From Operations (FFO) (A)
|
|
(Unaudited, dollars in thousands except per share data)
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Year Ended December 31,
|
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
Net income available to common shareholders of EPR Properties
|
|
$
|
18,843
|
|
|
$
|
31,940
|
|
|
$
|
93,160
|
|
|
$
|
84,319
|
|
|
Loss (gain) on sale or acquisition of property
|
|
747
|
|
|
(1,236
|
)
|
|
27
|
|
|
(19,545
|
)
|
|
Real estate depreciation and amortization
|
|
13,318
|
|
|
11,773
|
|
|
51,162
|
|
|
49,009
|
|
|
Allocated share of joint venture depreciation
|
|
150
|
|
|
118
|
|
|
581
|
|
|
452
|
|
|
Impairment charges
|
|
7,979
|
|
|
—
|
|
|
23,909
|
|
|
36,056
|
|
|
FFO available to common shareholders of EPR Properties
|
|
$
|
41,037
|
|
|
$
|
42,595
|
|
|
$
|
168,839
|
|
|
$
|
150,291
|
|
|
FFO per common share attributable to EPR Properties:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.88
|
|
|
$
|
0.91
|
|
|
$
|
3.61
|
|
|
$
|
3.22
|
|
|
Diluted
|
|
0.87
|
|
|
0.91
|
|
|
3.59
|
|
|
3.20
|
|
|
Shares used for computation (in thousands):
|
|
|
|
|
|
|
|
|
|
Basic
|
|
46,850
|
|
|
46,726
|
|
|
46,798
|
|
|
46,640
|
|
|
Diluted
|
|
47,090
|
|
|
46,967
|
|
|
47,049
|
|
|
46,901
|
|
|
Other financial information:
|
|
|
|
|
|
|
|
|
|
Straight-lined rental revenue
|
|
$
|
927
|
|
|
$
|
298
|
|
|
$
|
4,632
|
|
|
$
|
966
|
|
|
Dividends per common share
|
|
$
|
0.75
|
|
|
$
|
0.70
|
|
|
$
|
3.00
|
|
|
$
|
2.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
The National Association of Real Estate Investment Trusts (“NAREIT”)
developed FFO as a relative non-GAAP financial measure of
performance of an equity REIT in order to recognize that
income-producing real estate historically has not depreciated on the
basis determined under GAAP and management provides FFO herein
because it believes this information is useful to investors in this
regard. FFO is a widely used measure of the operating performance of
real estate companies and is provided here as a supplemental measure
to GAAP net income available to common shareholders and earnings per
share. Pursuant to the definition of FFO by the Board of Governors
of NAREIT, we calculate FFO as net income available to common
shareholders, computed in accordance with GAAP, excluding gains and
losses from sales or acquisitions of depreciable operating
properties and impairment losses of depreciable real estate, plus
real estate related depreciation and amortization, and after
adjustments for unconsolidated partnerships, joint ventures and
other affiliates. Adjustments for unconsolidated partnerships, joint
ventures and other affiliates are calculated to reflect FFO on the
same basis. We have calculated FFO for all periods presented in
accordance with this definition. FFO is a non-GAAP financial
measure. FFO does not represent cash flows from operations as
defined by GAAP and is not indicative that cash flows are adequate
to fund all cash needs and is not to be considered an alternative to
net income or any other GAAP measure as a measurement of the results
of our operations or our cash flows or liquidity as defined by GAAP.
It should also be noted that not all REITs calculate FFO the same
way so comparisons with other REITs may not be meaningful. In
addition to FFO, we present FFO as adjusted. Management believes it
is useful to provide it here as a supplemental measure to GAAP net
income available to common shareholders and earnings per share. FFO
as adjusted is FFO plus charges for loan losses, costs (gain)
associated with loan refinancing or payoff, net, preferred share
redemption costs and transaction costs, less gain on acquisitions.
FFO as adjusted is a non-GAAP financial measure. FFO as adjusted
does not represent cash flows from operations as defined by GAAP and
is not indicative that cash flows are adequate to fund all cash
needs and is not to be considered an alternative to net income or
any other GAAP measure as a measurement of the results of the
Company's operations, cash flows or liquidity as defined by GAAP.
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|
|
|
|
The additional 1.9 million common shares that would result from the
conversion of the Company's 5.75% Series C cumulative convertible
preferred shares and the additional 1.6 million common shares that would
result from the conversion of the Company's 9.00% Series E cumulative
convertible preferred shares and the corresponding add-back of the
preferred dividends declared on those shares are not included in the
calculation of diluted earnings per share and FFO per share for the
three months and years ended December 31, 2012 and 2011 because the
effect is anti-dilutive.
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EPR Properties
|
|
Condensed Consolidated Balance Sheets
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2012
|
|
2011
|
|
Assets
|
|
|
|
|
|
Rental properties, net of accumulated depreciation of $375,684 and
$335,116 at December 31, 2012 and 2011, respectively
|
|
$
|
1,885,093
|
|
|
$
|
1,819,176
|
|
Rental properties held for sale, net
|
|
2,788
|
|
|
4,696
|
|
Land held for development
|
|
196,177
|
|
|
184,457
|
|
Property under development
|
|
29,376
|
|
|
22,761
|
|
Mortgage notes and related accrued interest receivable, net
|
|
455,752
|
|
|
325,097
|
|
Investment in a direct financing lease, net
|
|
234,089
|
|
|
233,619
|
|
Investment in joint ventures
|
|
11,971
|
|
|
25,053
|
|
Cash and cash equivalents
|
|
10,664
|
|
|
14,625
|
|
Restricted cash
|
|
23,991
|
|
|
19,312
|
|
Deferred financing costs, net
|
|
19,679
|
|
|
18,527
|
|
Accounts receivable, net
|
|
38,738
|
|
|
35,005
|
|
Other assets
|
|
38,412
|
|
|
31,667
|
|
Total assets
|
|
$
|
2,946,732
|
|
|
$
|
2,733,997
|
|
Liabilities and Equity
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
65,481
|
|
|
$
|
36,036
|
|
Dividends payable
|
|
41,186
|
|
|
38,711
|
|
Unearned rents and interest
|
|
11,333
|
|
|
6,850
|
|
Long-term debt
|
|
1,368,832
|
|
|
1,154,295
|
|
Total liabilities
|
|
1,486,832
|
|
|
1,235,892
|
|
EPR Properties shareholders’ equity
|
|
1,459,521
|
|
|
1,470,049
|
|
Noncontrolling interests
|
|
377
|
|
|
28,054
|
|
Equity
|
|
1,459,898
|
|
|
1,498,103
|
|
Total liabilities and equity
|
|
$
|
2,946,730
|
|
|
$
|
2,733,995
|
|
|
|
|
|
|
|
|
|
About EPR Properties
EPR Properties is a specialty real estate investment trust (REIT) that
invests in properties in select market segments which require unique
industry knowledge, while offering the potential for stable and
attractive returns. Our total investments exceed $3.2 billion and our
primary investment segments are Entertainment, Recreation and Education.
We adhere to rigorous underwriting and investing criteria centered on
key industry and property level cash flow standards. We believe our
focused niche approach provides a competitive advantage, and the
potential for higher growth and better yields. Further information is
available at www.eprkc.com
or from Brian Moriarty at 888-EPR-REIT.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
With the exception of historical information, certain statements
contained or incorporated by reference herein may contain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), such as those pertaining to our acquisition or
disposition of properties, our capital resources, future expenditures
for development projects, and our results of operations. Forward-looking
statements involve numerous risks and uncertainties and you should not
rely on them as predictions of actual events. There is no
assurance the events or circumstances reflected in the forward-looking
statements will occur. You can identify forward-looking
statements by use of words such as “will be,” “intend,” “continue,”
“believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,”
“expects,” “pipeline,” “anticipates,” “estimates,” “offers,” “plans,”
“would” or other similar expressions or other comparable terms or
discussions of strategy, plans or intentions contained or incorporated
by reference herein. While references to commitments for
investment spending are based on present commitments and agreements of
the Company, we cannot provide assurance that these transactions will be
completed on satisfactory terms. In addition, references to our
budgeted amounts and guidance are forward-looking statements. Forward-looking
statements necessarily are dependent on assumptions, data or methods
that may be incorrect or imprecise. These forward-looking
statements represent our intentions, plans, expectations and beliefs and
are subject to numerous assumptions, risks and uncertainties. Many of
the factors that will determine these items are beyond our ability to
control or predict. For further discussion of these factors see “Item
1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to
the extent applicable, our Quarterly Reports on Form 10-Q.
For these statements, we claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. You are cautioned not to place undue
reliance on our forward-looking statements, which speak only as of the
date hereof or the date of any document incorporated by reference
herein. All subsequent written and oral forward-looking statements
attributable to us or any person acting on our behalf are expressly
qualified in their entirety by the cautionary statements contained or
referred to in this section. We do not undertake any obligation to
release publicly any revisions to our forward-looking statements to
reflect events or circumstances after the date hereof.
