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OMNICARE INC - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ("MD&A")(Edgar Glimpses Via Acquire Media NewsEdge) The following discussion should be read in conjunction with the Omnicare, Inc. Consolidated Financial Statements, related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q ("Quarterly Report"). In addition, see "Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking Information." You should also refer to the Consolidated Financial Statements and notes thereto and the MD&A, including critical accounting policies, for the year ended December 31, 2013, which appear in our 2013 Annual Report on Form 10-K ("2013 Annual Report"). As used in this document, unless otherwise specified or the context otherwise requires, the terms "Omnicare," "Company," "its," "we," "our" and "us" refer to Omnicare, Inc. and its consolidated subsidiaries. Executive Overview Omnicare is a leading healthcare services company that specializes in the management of complex pharmaceutical care. We operate two primary businesses, Long-Term Care Group ("LTC") and Specialty Care Group ("SCG"), each serving a different customer population but sharing a common objective: advancing health outcomes at the lowest possible cost. Through LTC, we are the nation's largest provider of pharmaceuticals and related pharmacy and ancillary services to long-term care facilities as well as chronic care facilities and other settings. Through SCG, we provide specialty pharmacy and commercialization services for the biopharmaceutical industry. We leverage our specialized clinical capabilities and innovative technology solutions across both primary businesses as key components of the value management believes we provide to our customers. We service customers across the United States. Through LTC, we operate the nation's largest institutional pharmacy business, as measured in both revenues and the number of beds served. Due to the size and scope of LTC, we believe we have unique cost advantages, especially pertaining to the sourcing of pharmaceuticals. The scale of our operations has also provided us the opportunity to make investments in proprietary automation technology to reduce our dispensing costs while improving the accuracy and consistency of our service delivery. LTC's customers consist of skilled nursing facilities, assisted living facilities, independent living communities, hospitals, correctional facilities, and other healthcare service providers. In light of a customer mix that is heavily penetrated in the senior citizen market, we have a high level of insight into geriatric pharmaceutical care. As of March 31, 2014, LTC provided pharmacy services in the U.S. in 47 states and the District of Columbia. LTC dispensed approximately 28.3 million prescriptions in the first quarter of 2014. SCG touches a broad spectrum of the healthcare continuum, serving the needs of biopharmaceutical manufacturers, physicians, nurses, caregivers and patients. SCG's services are largely centered on the specialty pharmaceutical market. These services are based on four platforms: brand support services, supply chain solutions, patient support services and specialty pharmacy. The brand support services, supply chain solutions and patient support services platforms are integrated fee-for-service platforms which focus on helping the drug manufacturer market, distribute and obtain reimbursement for their products. Through the specialty pharmacy platform, SCG dispenses specialized pharmaceuticals that are high cost, have complex reimbursement and supply chain challenges, have limited patient populations and are not available through normal retail channels. These specialized drugs deal primarily with specific categories of drugs and disease states, such as rheumatoid arthritis, multiple sclerosis, oncology and growth hormones. We believe we have an attractive business model, with a market leadership position in the long-term care market, and our position in the growing specialty care market supported by strong cash flows. We believe our business model is appropriately aligned with the interests of our customers, payors and patients. Many of the factors that benefit Omnicare, such as new low-cost generic introductions and more accurate and efficient automation technologies, also have a favorable effect on our key constituencies. As such, we believe we can play a role in lowering the country's healthcare costs while striving for positive patient outcomes. In the first three months of 2014, SCG continued its strong financial performance primarily attributable to strong organic growth and higher than expected drug price inflation within our specialty pharmacy platform. The LTC business experienced increased financial performance year-over-year due to drug price inflation along with continued organic bed growth, including additional beds resulting from our agreement to provide skilled nursing services for Kindred Healthcare, Inc. ("Kindred"). On April 2, 2012, we entered into capped call transactions with a counterparty. The capped call transactions are intended to reduce potential economic dilution upon conversion of the 3.75% Convertible Senior Subordinated Notes due 2042. The capped calls settle in four annual tranches through March 2016, one of which settled in the first quarter of 2014. We received approximately 26 -------------------------------------------------------------------------------- 0.6 million net shares upon settlement with a value of approximately $38 million. The remaining capped calls provide a hedge against economic dilution, but not against diluted share count under GAAP, up to an average stock price of approximately $68.75 per share through March 2016. On March 25, 2014, we announced that our Chief Executive Officer, John L. Workman, will retire from the Company and our Board on or before December 31, 2014 and that effective upon his retirement, we have appointed Nitin Sahney, our current President and Chief Operating Officer, as our President and Chief Executive Officer and a member of our Board. For a further description of our business activities, see the "Business" caption of Part I, Item 1 of the 2013 Annual Report. Regulatory Matters Update As part of ongoing operations, Omnicare and our customers are subject to legislative and regulatory changes impacting operations and the level of reimbursement received from the Medicare and Medicaid programs. For example, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the "ACA"), changed the requirements for Centers for Medicare & Medicare Services' ("CMS") calculation of maximum prescription drug reimbursement amounts under state Medicaid programs, as discussed below. In March 2013, President Obama issued a sequestration order that mandates spending reductions impacting most federal programs, as required under the terms of the Budget Control Act of 2011, as amended by the American Taxpayer Relief Act of 2012. The sequestration order requires a 2% cut to Medicare payments to providers and health plans. Sequestration generally applies to Medicare fee-for-service claims with dates-of-service or dates-of-discharge on or after April 1, 2013, and payments made to Medicare Advantage organizations and Medicare Part D sponsors beginning April 1, 2013. Under current law, as amended by subsequent legislation, Medicare sequestration is scheduled to last through fiscal year 2024, although legislation could be enacted at any time to end or modify the terms of sequestration. We believe that this reduction in CMS payments to Medicare Part D plan sponsors generally does not directly affect the amounts that we are paid under our existing agreements with Medicare Part D plan sponsors. However, it is possible that the sequestration reductions could lead Medicare Part D plan sponsors to seek lower rates through renegotiation. There can be no assurances that sequestration or other future policies impacting federal spending on Medicare will not adversely affect our business. Effective for federal fiscal year 2014, which began October 1, 2013, CMS has increased reimbursement rates paid to skilled nursing facilities for services provided under Medicare Part A by 1.3% compared to fiscal year 2013 levels. There can be no assurances, however, that Medicare reimbursement rates in future years will not be reduced. Pursuant to the ACA, certain federal upper limit ("FUL") prices for certain generic and multisource branded drugs under Medicaid which had generally been calculated using wholesale acquisition cost will instead be calculated using average manufacturer price ("AMP"), which is a price reported by manufacturers to CMS. The ACA also changed certain definitions relating to AMP and other requirements for calculation of AMP and FULs. CMS has released, for review and comment only, draft FULs and related data, as well as its draft methodology for calculating such FULs. We submitted comments to CMS on various aspects of these draft FULs and methodology, including our assessment that the draft weighted AMPs do not reflect the market prices at which these drugs can be acquired in the marketplace. The FUL methodology has not been finalized to date, although CMS has announced its intention to finalize the FULs for multiple source drugs in July 2014. CMS has also released proposed regulations relating to the calculation of AMP and FUL pursuant to the ACA changes, and in the same release has proposed that Medicaid reimbursement of drugs to which FUL do not apply be based upon an "actual acquisition cost" measure, with new requirements for Medicaid dispensing fees. We submitted comments on these proposals. There can be no assurances that new FULs or other changes in reimbursement for drugs we provide under Medicaid will not adversely affect our business. Consolidated Results of Operations for the Three Months Ended March 31, 2014 The following summary table presents our consolidated financial information and results of operations as well as Adjusted operating income and Adjusted net income (in thousands). 27 -------------------------------------------------------------------------------- Three months ended March 31, 2014 2013 Net sales $ 1,571,038 $ 1,458,945 Operating income 132,752 108,376 Adjusted operating income (a) 150,080 135,001 Income from continuing operations 63,638 48,314 Adjusted income from continuing operations (a) 78,014 68,424 (a) Adjusted operating income and Adjusted net income exclude certain items not considered part of our core operating results and certain non-cash charges. We believe that presenting these non-GAAP financial measures enhances investors' understanding of how management assesses the performance of our businesses. We use non-GAAP measures for budgeting purposes, measuring actual results, allocating resources and in determining employee incentive compensation. Our method of calculating non-GAAP financial results may differ from those used by other companies and, therefore, comparability may be limited. See the "Special Items" caption of this MD&A for a description of the excluded items and a reconciliation of Adjusted operating income and Adjusted net income to the most comparable GAAP financial measures. Net sales for the three months ended March 31, 2014 were favorably impacted by the positive impact of drug price inflation in both LTC and SCG as well as a higher number of net beds served within LTC primarily related to organic growth, including our business with Kindred. Partially offsetting these factors were reductions in reimbursement coupled with competitive pricing issues. See the discussion of sales and operating income results in more detail under the "Long-Term Care Group Segment" and "Specialty Care Group Segment" captions below. Gross margin was 22.8% in the three months ended March 31, 2014, versus 24.0% in the comparable prior year periods. Gross profit was unfavorably affected by certain of the aforementioned items that, individually, served to reduce net sales, primarily the reductions in reimbursement coupled with competitive pricing issues. Favorably impacting gross profit dollars was the effect of drug price inflation, cost reduction and productivity improvement initiatives, as well as lower payroll and employee benefit costs. Our consolidated selling, general and administrative ("operating") expenses as a percentage of net sales amounted to 11.9% in the three months ended March 31, 2014, versus 13.1% in the comparable prior year period. Operating expenses were favorably impacted by the continued progress in lowering operating expenses through our non-drug purchasing program, lower payroll and employee benefit costs and reduced operating expenses due to the disposition of certain assets, primarily in our medical supply services business. Partially offsetting these factors was increased depreciation expense for assets related to our initiatives to improve our infrastructure and customer service. Interest expense, net of investment income for the three months ended March 31, 2014, was consistent with the prior year period. The quarterly effective tax rates are different than the federal statutory rate largely as a result of the impact of state and local income taxes and certain non-deductible charges. Long-Term Care Group Segment Three months ended March 31, 2014 2013 Net sales $ 1,191,253 $ 1,141,585 Operating income $ 152,584 $ 129,817 Scripts dispensed 28,306 28,438 LTC net sales were favorably impacted by increased drug price inflation along with a higher average number of beds served related to our business with Kindred partially offset by reductions in reimbursement coupled with competitive pricing issues related to our facilities contracts, as well as reduction in sales due to the disposition of certain assets, primarily in our medical supply services business. While we are focused on reducing our costs to mitigate the impact of drug pricing and reimbursement issues, there can be no assurance that such issues or other pricing and reimbursement pressures will not adversely impact LTC's net sales. 28-------------------------------------------------------------------------------- Operating income in the first quarter of 2014 was unfavorably affected by certain of the aforementioned items that, individually, served to reduce net sales, primarily the reductions in reimbursement and pricing, as well as the year-over-year impact of various "special items", further discussed in the "Special Items" section of this MD&A. Operating income was favorably impacted largely by the favorable dollar effect of drug price inflation, cost reduction and productivity improvement initiatives, as well as lower payroll and employee benefit costs. Specialty Care Group Segment Three months ended March 31, 2014 2013 Net sales $ 379,672 $ 316,729 Operating income $ 31,729 $ 28,109 SCG net sales were positively impacted primarily by organic growth and drug price inflation in our specialty pharmacy business. Favorable drug utilization was driven primarily by growth in our multiple sclerosis and oncology therapies. We also saw year-over-year growth in our fee-for-service platforms. SCG operating income was favorably affected primarily by the same factors as those impacting the net sales increase. Partially offsetting these positive factors was the unfavorable impact of mix within the SCG segment toward business with lower margins, competitive pricing pressures, and investments in facilities and personnel in order to position the segment for future growth. Restructuring and Other Related Charges See discussion under the "Restructuring and Other Related Charges" section of the "Significant Accounting Policies" note of the Notes to Consolidated Financial Statements. 29 --------------------------------------------------------------------------------Special Items We believe that presenting certain non-GAAP financial measures, which exclude items not considered part of our core operating results and certain non-cash charges ("Special Items"), enhances investors' understanding of how we assess the performance of our businesses. We use non-GAAP measures for budgeting purposes, measuring actual operating results, allocating resources and in determining employee incentive compensation. Our method of calculating non-GAAP financial results may differ from those used by other companies and, therefore, comparability may be limited. Financial results for the three months ended March 31, 2014 and 2013 included the Special Items presented in the table below, which also contains a reconciliation of our non-GAAP amounts to their most directly comparable GAAP financial measure. Three months ended March 31, 2014 2013Settlement, litigation and other related charges (i) $ 7,052 $ 22,619 Other charges (ii) 10,276 4,006 Subtotal - operating expense Special Items 17,328 26,625 Amortization of discount on convertible notes (iii) 6,131 6,069 Total - Special Items $ 23,459 $ 32,694 Total - Special items after tax (iv) $ 14,376 $ 20,110 Operating income $ 132,752 $ 108,376 Operating expense Special Items 17,328 26,625 Adjusted operating income $ 150,080 $ 135,001 Income from continuing operations $ 63,638 $ 48,314 Total Special Items - after tax 14,376 20,110 Adjusted income $ 78,014 $ 68,424 (i) See further discussion at the "Commitments and Contingencies" note of the Notes to Consolidated Financial Statements. (ii) See additional information at the "Other Charges" caption of the "Significant Accounting Policies" note of the Notes to Consolidated Financial Statements. (iii) We recorded non-cash interest expense from the amortization of debt discount on its convertible notes. (iv) The tax effect was calculated by multiplying the tax-deductible pretax amounts by the appropriate effective tax rate. Financial Condition, Liquidity and Capital Resources Cash and cash equivalents at March 31, 2014 were $347 million compared with $356 million at December 31, 2013. We generated positive net cash flows from operating activities of continuing operations of $172 million during the three months ended March 31, 2014, compared with $106 million during the three months ended March 31, 2013. Compared to the same prior year period, operating cash flow was favorably impacted primarily by the year-over-year change in inventory and accounts payable, which was partially offset by the year-over-year change in accounts receivable. Further favorably impacting operating cash flow was the excess of tax deductible interest expense over book interest expense related to certain of our convertible debentures and notes, which resulted in a net increase in our deferred tax liabilities during the three months ended March 31, 2014 and 2013 of $8 million and $6 million, respectively ($200 million cumulative, the recorded deferred tax liability, as of March 31, 2014). The recorded deferred tax liability will, under certain circumstances, be realized in the future upon conversion or redemption of debentures or notes which would reduce operating cash flow. Net cash used in investing activities of continuing operations was $23 million and $22 million for the three months ended March 31, 2014 and 2013, respectively. Our capital expenditures were $26 million for the first three months of 2014 versus $22 million in the same prior year period. These amounts primarily relate to investment in information technology systems and infrastructure, related to our ongoing investment in the business to improve operations and customer service. Also, the 2014 period includes approximately $4 million that we received for the divestiture of certain assets. 30 -------------------------------------------------------------------------------- Net cash used in financing activities was $158 million for the three months ended March 31, 2014 as compared to $31 million for the prior year period. In the fourth quarter of 2013, holders of the 2033 Debentures presented $37.1 million and $0.7 million of the underlying Series B PIERS and Series A PIERS for conversion, respectively. The conversions were finalized in the first quarter of 2014, increasing the payments on long-term borrowings and obligations in the three months ended March 31, 2014. In the three months ended March 31, 2014, we repurchased approximately 1.6 million shares through our authorized share repurchase program at an aggregate cost of approximately $95 million. Additionally, we received 0.6 million net shares from the settlement of a tranche of our capped call. In the three months ended March 31, 2013, we did not repurchase any shares of common stock under the share repurchase program. We had approximately $405 million of share repurchase authority remaining as of March 31, 2014. On February 12, 2014, our Board of Directors approved a quarterly cash dividend of 20 cents per share, or 80 cents per share on an annualized basis for 2014, which is 29.0% higher than the 62 cents per share in dividends paid during 2013. Further, aggregate dividends paid of $20 million during the three months ended March 31, 2014 were greater than those paid in the comparable prior year period by approximately $5 million. At March 31, 2014, there was $393 million outstanding on the term loan. We had no outstanding balance under the revolving credit facility as of March 31, 2014 except for approximately $14 million of standby letters of credit, most of which are subject to automatic renewal, which leaves approximately $286 million available under the revolver as a source of liquidity. Many of our outstanding notes and debentures are convertible into cash and/or shares of our common stock upon certain specified circumstances, including if the closing price of our common stock is more than 130% of the conversion price for such notes/debentures during the applicable measurement period (the "Convertible Notes"). In general, upon conversion we will pay cash for the principal amount and shares of common stock for the remainder, if any, based on a daily conversion value during the applicable cash settlement averaging period; provided that we will pay cash in lieu of any fractional shares. Payment occurs at the end of the applicable settlement period, which is generally 30 days from the date we receive a holder's notice of conversion. For additional detail on the conversion features of the Convertible Notes, see the "Debt" note of the Notes to Consolidated Financial Statements in our 2013 Annual Report. The amount convertible at any given time is subject to change depending on factors such as the price of our common stock during the applicable measurement period. As of March 31, 2014, approximately $829 million in aggregate principal amount is convertible, which includes the 2025 Notes, the 2042 Notes and the 2033 Debentures. We cannot predict the aggregate principal amount of Convertible Notes that will be convertible at any given time or how many, if any, holders of such Convertible Notes will present for conversion or the impact of any such conversions on our results of operations, financial condition, liquidity or cash flows. There were no known material commitments and contingencies outstanding at March 31, 2014, other than the contractual obligations summarized in the "Disclosures About Aggregate Contractual Obligations and Off-Balance Sheet Arrangements" caption below; certain acquisition-related payments potentially due in the future, including deferred payments and indemnification payments; separation payments; and the matters discussed in the "Commitments and Contingencies" note of the Notes to the Consolidated Financial Statements. We believe that net cash flows from operating activities, existing cash balances, our revolving credit facility and external sources of financing that we believe are available, will be sufficient to satisfy our future working capital needs, debt servicing, satisfy conversion of the Convertible Notes, capital expenditures and other financing requirements for at least the next year, although no such assurances can be given in that regard. We may not be able to refinance maturing debt at terms that are as favorable as those from which we previously benefited or at terms that are acceptable to us. In addition, no assurances can be given regarding our ability to obtain additional financing in the future. Disclosures About Aggregate Contractual Obligations and Off-Balance Sheet Arrangements Aggregate Contractual Obligations The following table summarizes our aggregate contractual obligations as of March 31, 2014, the nature of which are described in further detail at the "Aggregate Contractual Obligations" caption of the MD&A section in Part II, Item 7 of the 2013 Annual Report, and the effect such obligations are expected to have on our liquidity and cash flows in future periods (in thousands): 31 -------------------------------------------------------------------------------- Less Than 1 More than 5 Total Year 1-3 Years 4-5 Years Years Debt obligations $ 2,474,372 $ 850,747 $ 42,500 $ 329,375 $ 1,251,750 Capital lease obligations 18,755 7,139 9,782 1,834 - Operating lease obligations 101,976 21,931 35,343 25,059 19,643 Purchase obligations 50,894 42,860 4,802 3,232 - Other current obligations 252,735 252,735 - - - Other long-term obligations 43,194 - 38,915 2,096 2,183 Subtotal 2,941,926 1,175,412 131,342 361,596 1,273,576 Future interest costs relating to debt and capital lease obligations 1,568,070 85,282 169,122 161,216 1,152,450 Total contractual cash obligations $ 4,509,996 $ 1,260,694 $ 300,464 $ 522,812 $ 2,426,026 Off-Balance Sheet Arrangements A description of our Off-Balance Sheet Arrangements, for which there were no significant changes during the three months ended March 31, 2014, is presented at the "Off-Balance Sheet Arrangements" caption of Part II, Item 7 in the 2013 Annual Report. Critical Accounting Policies Refer to the Critical Accounting Policies section of Part II, Item 7 in the 2013 Annual Report. There have been no material changes to our critical accounting policies during the three months ended March 31, 2014. Allowance for Doubtful Accounts The allowance for doubtful accounts as of March 31, 2014 was $180 million, compared with $203 million at December 31, 2013. The allowance for doubtful accounts represented 19.3% and 22.6% of gross accounts receivable (net of contractual allowance adjustments) as of March 31, 2014 and December 31, 2013, respectively. Unforeseen future developments could lead to changes in our provision for doubtful accounts levels and future allowance for doubtful accounts percentages, which could materially impact the overall financial results, financial position or cash flows. For example, a one percentage point increase in the allowance for doubtful accounts as a percentage of gross accounts receivable as of March 31, 2014 would result in an increase to the provision for doubtful accounts and related allowance for doubtful accounts of approximately $9 million. See further discussion at the "Accounts Receivable" caption of the "Significant Accounting Policies" note of the Notes to Consolidated Financial Statements. Legal Contingencies The status of certain legal proceedings has been updated at the "Commitments and Contingencies" note of the Notes to Consolidated Financial Statements. Recently Issued Accounting Standards Information pertaining to recently issued accounting standards is further discussed at the "Recently Issued Accounting Standards" section of the "Significant Accounting Policies" note of the Notes to Consolidated Financial Statements. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking Information In addition to historical information, this report contains certain statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, all statements regarding the intent, belief or current expectations regarding the matters discussed or incorporated by reference in this document (including statements as to "beliefs," "expectations," "anticipations," "intentions" or similar words) and all statements which are not statements of historical fact. Such forward-looking statements, together with other statements that are not historical, are based on management's current expectations and involve known and unknown risks, uncertainties, contingencies and other factors that could cause results, performance or achievements to differ materially from those stated. The most significant of these risks and uncertainties are described in our Form 10-K, Form 10-Q and Form 8-K reports filed with the SEC and include, but are not limited to: overall economic, financial, political and business conditions; trends in the long-term healthcare and pharmaceutical industries; the ability to attract new clients and service contracts and retain existing clients and service contracts; the ability to consummate pending acquisitions on favorable terms or at all; trends for the continued growth of our businesses; 32-------------------------------------------------------------------------------- trends in drug pricing; delays and reductions in reimbursement by the government and other payors to customers and to Omnicare; the overall financial condition of our customers and our ability to assess and react to such financial condition; the ability of vendors and business partners to continue to provide products and services to Omnicare; the successful integration of acquired companies and realization of contemplated synergies; the continued availability of suitable acquisition candidates; the ability to attract and retain needed management; competition for qualified staff in the healthcare industry; variations in demand for our products and services; variations in costs or expenses; the ability to implement productivity, consolidation and cost reduction efforts and to realize anticipated benefits; the potential impact of legislation, government regulations, and other government action and/or executive orders, including those relating to Medicare Part D, including its implementing regulations and any subregulatory guidance; reimbursement and drug pricing policies and changes in the interpretation and application of such policies, including changes in calculation of average wholesale price; discontinuation of reporting average wholesale price, and/or implementation of new pricing benchmarks; legislative and regulatory changes impacting long term care pharmacies or specialty pharmacies; government budgetary pressures and shifting priorities; federal and state budget shortfalls; efforts by payors to control costs; changes to or termination of our contracts with pharmaceutical benefit managers, Medicare Part D Plan sponsors and/or commercial health insurers or to the proportion of our business covered by specific contracts; the outcome of disputes and litigation; potential liability for losses not covered by, or in excess of, insurance; the impact of executive separations; the impact of benefit plan terminations; the impact of differences in actuarial assumptions and estimates as compared to eventual outcomes; events or circumstances which result in an impairment of assets, including but not limited to, goodwill and identifiable intangible assets; the final outcome of divestiture activities; market conditions; the outcome of audit, compliance, administrative, regulatory, or investigatory reviews; volatility in the market for our stock and in the financial markets generally; timing of conversions of our convertible debt; access to adequate capital and financing; changes in our credit ratings given by rating agencies; changes in tax laws and regulations; changes in accounting rules and standards; the impacts of potential cybersecurity risks and/or incidents; costs to comply with our Corporate Integrity Agreement; and unexpected costs and interruptions from the implementation of our new information technology system. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, our actual results, performance or achievements could differ materially from those expressed in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as otherwise required by law, we do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. |