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4-Traders Homepage  >  Shares  >  Nyse  >  Biglari Holdings Inc    BH

Delayed Quote. Delayed  - 09/01 04:01:45 pm
369.78 USD   -0.93%
08/07 BIGLARI : Second Quarter Earnings 2015
08/07 BIGLARI : posts 2Q profit
08/07 BIGLARI : News Release
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BIGLARI : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

08/07/2015 | 07:25pm US/Eastern

(dollars in thousands except per share data)


Biglari Holdings Inc. is a holding company owning subsidiaries engaged in a
number of diverse business activities, including media, property and casualty
insurance, as well as restaurants. The Company's largest operating subsidiaries
are involved in the franchising and operating of restaurants. The Company is led
by Sardar Biglari, Chairman and Chief Executive Officer of Biglari Holdings and
its major operating subsidiaries. The Company's long-term objective is to
maximize per-share intrinsic value. All major operating, investment, and capital
allocation decisions are made for the Company and its subsidiaries by Sardar
Biglari, Chairman and Chief Executive Officer.

On October 16, 2014, the Company's Board of Directors approved a change in the
Company's fiscal year end, moving from the last Wednesday in September to
December 31 of each year. As a result of the change in year end, the second
quarter for 2015 includes the period from April 1, 2015 to June 30, 2015.  For
comparative purposes, the second quarter for 2014 includes the period from April
1, 2014 to June 30, 2014. The comparative quarter is derived from the books and
records of the Company. In the opinion of management, the comparative quarter
reflects all adjustments necessary to present the financial position as well as
the results of operations in accordance with generally accepted accounting
principles. After the year-end change, Steak n Shake continues to operate on a
52/53 week year, which ends on the last Wednesday of the calendar year. For the
second quarters of 2015 and 2014, Steak n Shake's financial information included
the period from April 2, 2015 to July 1, 2015, and April 3, 2014 to July 2,
2014, respectively. For the first six months of 2015 and 2014, Steak n Shake's
financial information included the period from January 1, 2015 to July 1, 2015,
and January 2, 2014 to July 2, 2014, respectively. There were no significant
transactions in the intervening periods.

On June 4, 2015, The Lion Fund II, L.P. commenced a tender offer to purchase
shares of common stock of Biglari Holdings at a purchase price of $420.00 per
share in cash. The Lion Fund II, L.P. completed the tender offer on July 1, 2015
and purchased 616,312 shares of common stock of Biglari Holdings. The 616,312
common shares purchased in the tender offer remain legally outstanding. As a
result of the tender offer, Mr. Biglari, including through the investment
partnerships, beneficially owns approximately 49.5% of the outstanding common
stock.

Net earnings attributable to Biglari Holdings shareholders for the second quarter of 2015 and 2014 are disaggregated in the table that follows. Amounts are recorded after deducting income taxes.

                                               Second Quarter             First Six Months
                                             2015          2014          2015          2014
Operating businesses:
Restaurant                                 $   9,320     $   7,730     $  12,968     $  12,012
Insurance                                        742           549         1,178           551
Media                                         (2,692 )      (4,547 )      (6,592 )      (5,604 )
Total operating businesses                     7,370         3,732         7,554         6,959
Corporate and other                           (2,931 )      (1,896 )      (6,380 )      (2,677 )
Investment gains (including
contributions)                                     -        18,305             -        18,305
Investment partnership gains (losses)         (2,555 )      10,482        12,557       (17,610 )
Interest expense on notes payable and
other borrowings                              (1,858 )      (1,860 )      (3,722 )      (3,644 )
                                           $      26     $  28,763     $  10,009     $   1,333


Our restaurant businesses include Steak n Shake and Western. As of June 30, 2015, Steak n Shake comprised 417 company-operated restaurants and 136 franchised units. Western comprised 4 company-operated restaurants and 66 franchised units.

Our insurance business is composed of First Guard Insurance Company and its agency, 1st Guard Corporation (collectively "First Guard"), which we acquired on March 19, 2014. First Guard is a direct underwriter of commercial trucking insurance, selling physical damage and nontrucking liability insurance to truckers.

Our media business is composed of Maxim. We acquired certain assets and liabilities of Maxim on February 27, 2014. Maxim's business lies principally in media and licensing.



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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)


Restaurants

Steak n Shake and Western comprise 623 company-operated and franchised restaurants as of June 30, 2015.

                                               Steak n Shake                      Western Sizzlin
                                        Company-                           Company-
                                        operated         Franchised        operated            Franchised        Total
Total stores as of December 31, 2013           418               108                3                   80            609
Net restaurants opened (closed)                 (1 )              10                1                   (7 )            3
Total stores as of June 30, 2014               417               118                4                   73            612

Total stores as of December 31, 2014           417               128                4                   68            617
Net restaurants opened (closed)                  -                 8                -                   (2 )            6
Total stores as of June 30, 2015               417               136                4                   66            623



Earnings of our restaurant operations are summarized below.

                                               Second Quarter                                          First Six Months
                                    2015                               2014                     2015                     2014
Revenue
Net sales                      $      206,278                        $ 196,214                $ 398,448                $ 376,654
Franchise royalties and
fees                                    4,420                            3,867                    8,076                    8,119
Other revenue                             933                              808                    1,843                    1,662
Total revenue                         211,631                          200,889                  408,367                  386,435

Restaurant cost of sales
Cost of food                           59,743             29.0 %        

58,410 29.8 % 116,854 29.3 % 111,431 29.6 % Restaurant operating costs

             94,885             46.0 %        91,184       46.5 %     188,212       47.2 %     178,639       47.4 %
Rent                                    4,377              2.1 %         4,372        2.2 %       8,700        2.2 %       8,183        2.2 %
Total cost of sales                   159,005                          153,966                  313,766                  298,253

Selling, general and
administrative
General and administrative             16,444              7.8 %        15,610        7.8 %      32,852        8.0 %      32,150        8.3 %
Marketing                              13,455              6.4 %        12,307        6.1 %      23,385        5.7 %      21,121        5.5 %
Other expenses (income)                  (196 )           -0.1 %           (41 )      0.0 %         164        0.0 %         499        0.1 %
Total selling, general and
administrative                         29,703             14.0 %        27,876       13.9 %      56,401       13.8 %      53,770       13.9 %

Depreciation and
amortization                            6,010              2.8 %         5,715        2.8 %      12,167        3.0 %      11,648        3.0 %

Interest on obligations
under leases                            2,410                            2,426                    4,885                    4,851

Earnings before income
taxes                                  14,503                           10,906                   21,148                   17,913

Income tax expense                      5,183                            3,176                    8,180                    5,901

Net earnings                   $        9,320                        $   7,730                $  12,968                $  12,012

Cost of food, restaurant operating costs and rent expense are expressed as a percentage of net sales. General and administrative, marketing, other expenses and depreciation and amortization are expressed as a percentage of total revenue.

                                       20

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)


Net sales during the second quarter and the first six months of 2015 were
$206,278 and $398,448, respectively, representing increases of $10,064 and
$21,794, respectively. The increased performance of our restaurant operations
was largely driven by Steak n Shake's same-store sales. Steak n Shake's
same-store sales during the second quarter and the first six months of 2015
increased 4.8% and 5.3%, respectively, whereas customer traffic increased by
2.8% during the second quarter of 2015 and 3.4% during the first six months of
2015. The term "same-store sales" refers to the sales of company-operated units
open at least 18 months at the beginning of the current period and have remained
open through the end of the period. Same-store traffic measures the number of
patrons who walk through the same units

Franchise royalties and fees during the second quarter of 2015 increased 14.3%
and decreased 0.5% during the first six months of 2015. Steak n Shake opened 7
franchise units during the second quarter of 2015. The increase in franchise
fees during the second quarter of 2015 is primarily attributable to the opening
of new Steak n Shake units in 2014 and 2015. The decrease in franchise fees
during the first six months of 2015 is primarily attributable to the timing of
forfeited area development fees and thereby realized in the first quarter of
2014.

Cost of food in the second quarter and the first six months of 2015 was $59,743
or 29.0% of net sales, and $116,854 or 29.3% of net sales, respectively,
compared to the second quarter and first six months in 2014 of $58,410 or 29.8%
of net sales, and $111,431 or 29.6% of net sales, respectively. The augmented
costs were primarily attributable to higher sales. However, as a percent of
sales, the cost of food declined by 0.8%, primarily because of lower commodity
costs and change in menu mix.

Restaurant operating costs during the second quarter of 2015 were $94,885 or
46.0% of net sales, compared to $91,184 or 46.5% of net sales in
2014. Restaurant operating costs during the first six months of 2015 were
$188,212 or 47.2% of net sales compared to $178,639 or 47.4% of net sales in
2014. The increased costs were mainly based on higher sales. However, as a
percent of sales, restaurant operating costs declined by 0.5%, principally
because of operational efficiency, thereby leveraging fixed operating costs by
means of higher sales volume.

Selling, general and administrative expense during the second quarter and first
six months of 2015 were $29,703 or 14.0% of total revenues and $56,401 or 13.8%
of total revenues, respectively. The expenses in 2015 remained relatively flat
compared to the expenses in the second quarter and first six months of 2014
which were $27,876 or 13.9% of total revenues and $53,770 or 13.9% of total
revenues, respectively. The increase is largely tied to higher marketing
expenditure, namely the sponsorship of an Indy car.

Insurance


First Guard is a direct underwriter of commercial trucking insurance, selling
physical damage and nontrucking liability insurance to truckers. Earnings of our
insurance business are summarized below.

                                 Second Quarter          First Six Months
                                2015        2014         2015         2014
Premiums written               $ 3,641     $ 2,349     $   7,139     $ 2,623

Insurance losses                 1,836       1,044         4,004       1,236
Underwriting expenses              724         692         1,519         748

Pre-tax underwriting gain        1,081         613         1,616         639
Other income
Commissions                         84         100           167         111
Investment income                   47          80           120          90
Investment gains (losses)          (55 )        57           (55 )        57
Other income (expense)             (18 )       (18 )         (49 )       (62 )
Total other income                  58         219           183         196
Earnings before income taxes     1,139         832         1,799         835
Income tax expense                 397         283           621         284
Contribution to net earnings   $   742     $   549     $   1,178     $   551




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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

On March 19, 2014, First Guard became a wholly-owned subsidiary of Biglari Holdings; thus, First Guard's inclusion is from the acquisition date for first quarter 2014.


Premiums written during the second quarter of 2015 was $3,641, an increase of
$1,292 or 55% compared to 2014. Premiums written during the first six months of
2015 was $7,139 compared to $2,623 in 2014.

Insurance losses during the second quarter of 2015 were $1,836 compared with
$1,044 in 2014. Insurance losses during the first six months of 2015 were $4,004
compared to $1,236 in 2014.

Underwriting expenses during the second quarter of 2015 were $724 and remained
relatively flat compared to $692 in 2014. Underwriting expenses during the first
six months of 2015 were $1,519 compared to $748 in 2014.

Pre-tax underwriting gain increased from $613 in 2014 to $1,081 in 2015. The increase in pre-tax underwriting gain was mainly based on higher premiums written.



Media

Maxim's business lies principally in media and licensing. Earnings of our media operations are summarized below.

                                         Second Quarter            First Six Months
                                        2015         2014         2015          2014
Revenue                               $  6,608     $  4,703     $  12,046     $  6,199

Media cost of sales                      9,183        9,447        18,601       11,855

General and administrative expenses 1,598 2,590 3,504

     3,356
Loss before income taxes                (4,173 )     (7,334 )     (10,059 )     (9,012 )
Income tax benefit                      (1,481 )     (2,787 )      (3,467 )     (3,408 )
Contribution to net earnings          $ (2,692 )   $ (4,547 )   $  (6,592 )   $ (5,604 )


On February 27, 2014, Maxim became a wholly-owned subsidiary of Biglari Holdings; thus, Maxim's inclusion is from the acquisition date for first quarter 2014.


We continue to make investments into the brand, many of which are reflected in
the reported expenses. We have recruited personnel to rebuild Maxim's media
business, both in print and in digital, as well as to build a licensing
business. Although expenses continued to exceed revenues in the second quarter
of 2015, management continues to expect the narrowing of the two over time.

Revenue during the second quarter of 2015 was $6,608, an increase of $1,905 over
2014. Revenue during the first six months of 2015 was $12,046 compared to $6,199
in 2014.

Media cost of sales during the second quarter of 2015 was $9,183 compared to $9,447 in 2014. Media cost of sales during the first six months of 2015 was $18,601 compared to $11,855 in 2014.

General and administrative expenses during the second quarter of 2015 were $1,598 compared to $2,590 in 2014. General and administrative expenses during the first six months of 2015 were $3,504 compared to $3,356 in 2014.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Investment Partnership Gains (Losses)


Earnings (losses) from our investments in partnerships are summarized below.

                                        Second Quarter            First Six Months
                                       2015         2014         2015         2014
Investment partnership gain (loss)   $ (5,557 )   $ 15,305     $ 17,408     $ (30,537 )
Tax expense (benefit)                  (3,002 )      4,823        4,851       (12,927 )
Contribution to net earnings         $ (2,555 )   $ 10,482     $ 12,557     $ (17,610 )



The Company recorded after-tax losses from investment partnerships of $2,555
during the second quarter of 2015 versus after-tax earnings of $10,482 for the
second quarter of 2014. During the first six months of 2015 the Company recorded
after-tax earnings from investment partnerships of $12,557 compared to after-tax
losses of $17,610 in 2014.

Certain of the investment partnerships hold the Company's common stock as
investments. The Company's pro-rata share of its common stock held by the
investment partnerships is recorded as treasury stock even though these shares
are legally outstanding.  Gains and losses on Company common stock included in
the earnings of these partnerships are eliminated.

Investment Gains


The Company recognized a pre-tax gain of $29,524 ($18,305 net of tax) on a
contribution of $74,418 in securities to the investment partnerships during the
second quarter of 2014. The gain had a material accounting effect on the
Company's 2014 earnings. However, the gain had no impact on total shareholders'
equity because the investments were carried at fair value prior to the
contribution, with the unrealized gain included as a component of accumulated
other comprehensive income.

Interest Expense

The Company's interest expense is summarized below.


                                               Second Quarter              

First Six Months

                                             2015          2014           2015          2014
Interest expense on notes payable and
other borrowings                           $   2,997     $   3,000     $    6,003     $   5,877
Tax benefit                                    1,139         1,140          2,281         2,233
Interest expense net of tax                $   1,858     $   1,860     $    3,722     $   3,644



Interest expense during the second quarter and first six months of 2015 was
$2,997 and $6,003, respectively. The expense in 2015 remained relatively flat
compared to the second quarter and first six months of 2014 which were $3,000
and $5,877, respectively. Included in the first six months of 2014 expense was
$1,133 of debt extinguishment expenses related to a refinancing of Steak n
Shake's former credit facility in March 2014. Steak n Shake's current credit
facility has higher debt balances and interest rates than the former credit
facility. The outstanding balance on June 30, 2015 was $217,250 with a 4.75%
interest rate.

Corporate and Other

Corporate and other exclude restaurant, insurance and media companies. During
the second quarter and first six months of 2015 corporate and other registered
net losses of $2,931 and $6,380, respectively, versus net losses of $1,896 and
$2,677, respectively, during the same periods in 2014. The increase in net loss
during 2015 was primarily attributable to proxy costs and legal expenses.


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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)


Income Tax Expense

Consolidated income tax benefit was $2,203 in the second quarter of 2015, versus
a tax expense of $14,613 in 2014. During the second quarter of 2015 the Company
recorded a tax benefit of $3,002 on $5,557 of investment partnership losses
compared to a tax expense of $4,823 on $15,305 of investment partnership gains
during the second quarter of 2014.

Financial Condition

Our balance sheet continues to maintain significant liquidity. Our consolidated shareholders' equity on June 30, 2015 was $726,574.

Consolidated cash and investments are summarized below.

                                                                June 30,       December 31,
                                                                  2015             2014
Cash and cash equivalents                                       $  68,007     $      129,669
Investments                                                        21,586             10,800
Fair value of interest in investment partnerships                 860,054   

776,899

Total cash and investments                                        949,647   

917,368

Less portion of Company stock held by investment partnerships (90,474 )

          (78,917 )
Carrying value of cash and investments on balance sheet         $ 859,173   

$ 838,451




Certain investment partnerships hold the Company's common stock as investments.
The Company's pro-rata share of its common stock held by the investment
partnerships is recorded as treasury stock even though these shares are legally
outstanding. Gains and losses concerning Company common stock are not included
in the earnings of the Company.

Liquidity

Cash provided by operating activities during the first six months of 2015 was
$23,359 compared to $13,515 during 2014. The increase in cash provided by
operating activities was primarily attributable to changes in working capital,
specifically because of the timing of payments for certain accounts payable and
accrued expenses during 2015.

Net cash used in investing activities during the first six months of 2015 of $80,293 was primarily because of investments in investment partnerships of $63,000, purchases of bonds (net of maturities) of $11,328 and capital expenditures of $6,102. Net cash used in investing activities of $84,358 during the first six months of 2014 primarily consisted of acquisitions of businesses of $40,143, investments in partnerships of $40,000 and capital expenditures of $21,075.


Net cash used in financing activities was $4,725 during the first six months of
2015 as compared to net cash provided by financing activities of $98,061 during
2014. During 2015 we incurred payments on long-term debt and lease obligations
of $4,654. During 2014 we generated cash from financing activities which
primarily resulted from an increase in Steak n Shake borrowings as a result of a
debt refinancing during that period. Of the total net proceeds, $50,000 was used
to pay a cash dividend to Biglari Holdings and the remaining loan proceeds are
being used by Steak n Shake for working capital and general corporate purposes.

We intend to meet the working capital needs of our operating subsidiaries principally through anticipated cash flows generated from operations, cash on hand, existing credit facilities, and the sale of excess properties and investments. We continually review available financing alternatives.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)


Steak n Shake Credit Facility
On March 19, 2014, Steak n Shake and its subsidiaries entered into a new credit
agreement. This credit agreement provides for a senior secured term loan
facility in an aggregate principal amount of $220,000 and a senior secured
revolving credit facility in an aggregate principal amount of up to $30,000.

The term loan is scheduled to mature on March 19, 2021. It amortizes at an
annual rate of 1.0% in equal quarterly installments, beginning June 30, 2014, at
0.25% of the original principal amount of the term loan, subject to mandatory
prepayments from excess cash flow, asset sales and other events described in the
credit agreement. The balance will be due at maturity. The revolver will be
available on a revolving basis until March 19, 2019.

Steak n Shake has the right to request an incremental term loan facility from
participating lenders and/or eligible assignees at any time, up to an aggregate
total principal amount not to exceed $70,000 if certain customary conditions
within the credit agreement are met.

Borrowings bear interest at a rate per annum equal to a base rate or a
Eurodollar rate (minimum of 1%) plus an applicable margin. Interest on the term
loan is based on a Eurodollar rate plus an applicable margin of 3.75% or on the
prime rate plus an applicable margin of 2.75%. Interest on loans under the
revolver is based on a Eurodollar rate plus an applicable margin ranging from
2.75% to 4.25% or on the prime rate plus an applicable margin ranging from 1.75%
to 3.25%. The applicable margins on revolver loans are contingent on Steak n
Shake's total leverage ratio. The revolver also carries a commitment fee ranging
from 0.40% to 0.50% per annum, according to Steak n Shake's total leverage
ratio, on the unused portion of the revolver.

As of June 30, 2015, the interest rate on the term loan was 4.75%.

The credit agreement includes customary affirmative and negative covenants and events of default, as well as a financial maintenance covenant, solely with respect to the revolver, relating to the maximum total leverage ratio.


Both the term loan and the revolver have been secured by first priority security
interests on substantially all the assets of Steak n Shake. Biglari Holdings is
not a guarantor under the credit facility. Approximately $118,589 of the
proceeds of the term loan were used to repay all outstanding amounts under Steak
n Shake's former credit facility and to pay related fees and expenses, $50,000
of such proceeds were used to pay a cash dividend to Biglari Holdings, and the
remaining term loan proceeds of approximately $51,411 are being used by Steak n
Shake for working capital and general corporate purposes. At June 30, 2015
$217,250 was outstanding under the term loan, and no amount is outstanding under
the revolver.

Steak n Shake had $10,188 in standby letters of credit outstanding as of June 30, 2015 and December 31, 2014.


Western Revolver
As of June 30, 2015, Western has $906 due June 13, 2016.


                                       25

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)


Critical Accounting Policies
Management's discussion and analysis of financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. Certain accounting policies require management to make estimates
and judgments concerning transactions that will be settled several years in the
future. Amounts recognized in our consolidated financial statements from such
estimates are necessarily based on numerous assumptions involving varying and
potentially significant degrees of judgment and uncertainty. Accordingly, the
amounts currently reflected in our consolidated financial statements will likely
increase or decrease in the future as additional information becomes
available. There have been no material changes to critical accounting policies
previously disclosed in our transition period report on form 10-K for the
transition period September 25, 2014 to December 31, 2014.

Effects of Governmental Regulations and Inflation
Most Restaurant operations employees are paid hourly rates related to minimum
wage laws. Any increase in the legal minimum wage would directly increase our
operating costs. We are also subject to various laws related to zoning, land
use, health and safety standards, working conditions, and accessibility
standards. Any changes in these laws that require improvements to our
restaurants would increase our operating costs.

Inflation in food, labor, fringe benefits, energy costs, transportation costs and other operating costs directly affect our operations.


The federal healthcare reform legislation that became law in March 2010 (known
as the Patient Protection and Affordable Care Act ["PPACA"]) mandates menu
labeling of certain nutritional aspects of restaurant menu items such as
caloric, sugar, sodium, and fat content. Altering our recipes in response to
such legislation could increase our costs and/or change the flavor profile of
our menu offerings, which could have an adverse impact on our results of
operations. Additionally, if our customers perceive our menu items to contain
unhealthy caloric, sugar, sodium, or fat content, our results of operations
could be further adversely affected.

Additionally, minimum employee health care coverage mandated by state or federal
legislation, such as the PPACA, could significantly increase our employee health
benefit costs or require us to alter the benefits we provide to our employees.
While we are assessing the potential impact the PPACA will have on our business,
certain of the mandates in the legislation are not yet effective. If our
employee health benefit costs increase, we cannot provide assurance that we will
be able to offset these costs through increased revenue or reductions in other
costs, which could have an adverse effect on our results of operations and
financial condition.

Recently Issued Accounting Pronouncements
For detailed information regarding recently issued accounting pronouncements and
the expected impact on our consolidated financial statements, see Note 2, "New
Accounting Standards" in the accompanying notes to consolidated financial
statements included in Part I, Item 1 of this quarterly report on form 10-Q.

Cautionary Note Regarding Forward-Looking Statements
This report includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. In general, forward-looking
statements include estimates of future revenues, cash flows, capital
expenditures, or other financial items, and assumptions underlying any of the
foregoing. Forward-looking statements reflect management's current expectations
regarding future events and use words such as "anticipate," "believe," "expect,"
"may," and other similar terminology. A forward-looking statement is neither a
prediction nor a guarantee of future events or circumstances, and those future
events or circumstances may not occur. Investors should not place undue reliance
on the forward-looking statements, which speak only as of the date of this
report. These forward-looking statements are all based on currently available
operating, financial, and competitive information and are subject to various
risks and uncertainties. Our actual future results and trends may differ
materially depending on a variety of factors, many beyond our control,
including, but not limited to, the risks and uncertainties described in Item 1A,
Risk Factors of our transition report on form 10-K. We undertake no obligation
to publicly update or revise them, except as may be required by law.


                                       26

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