Prospect Capital Announces 77% Increase in Net Investment Income per Share and $0.47 Increase in Net Asset Value per Share for First Fiscal Quarter Over Prior Year First Fiscal Quarter
NEW YORK, NY--(Marketwire - Nov 8, 2012) - Prospect Capital Corporation (NASDAQ: PSEC) ("Company" or "Prospect") today announced financial results for our first fiscal quarter ended September 30, 2012.
For the September 2012 quarter, our net investment income ("NII") was $74.0 million or $0.46 per weighted average number of shares for the quarter. For the September 2011 quarter, our NII was $27.9 million or $0.26 per weighted average number of shares for the quarter. NII increased year-over-year by 166% and 77% on a dollars and per share basis, respectively.
Our net asset value per share on September 30, 2012 stood at $10.88 per share, an increase of $0.05 per share from June 30, 2012, and an increase of $0.47 per share from September 30, 2011.
We are targeting continued growth in NII per share as we utilize prudent leverage to finance our growth through new originations, given our debt to equity ratio stood at less than 45% (and less than 35% after subtraction of cash and equivalents) as of September 30, 2012. We estimate that our net investment income for the current December 2012 quarter will be $0.41 to $0.46 per share.
We have previously announced our upcoming cash distributions, our 52nd, 53rd, and 54th consecutive cash distributions to shareholders, as follows:
$0.101675 per share for November 2012 (record date of November 30, 2012 and payment date of December 20, 2012);
$0.101700 per share for December 2012 (record date of December 31, 2012 and payment date of January 23, 2013); and
$0.101725 per share for January 2013 (record date of January 31, 2013 and payment date of February 20, 2013).
We have generated cumulative NII in excess of cumulative distributions to shareholders in the current fiscal year to date, in the prior fiscal year, and since Prospect's initial public offering eight years ago.
Our NII per weighted average share exceeded our cash distributions per share in each of the September 2012, June 2012, March 2012, and December 2011 quarters. Depending on future distributions to shareholders, spillback dividend classifications, differences between NII and investment company taxable income, and other factors, we may retain significantly all or a portion of recent realizations and reinvest them in additional income-producing investments.
Based on past distributions and assuming our current share count for upcoming distributions, Prospect since our IPO eight years ago through our January 2013 distribution will have distributed more than $10.70 per share to original shareholders and $595 million in cumulative distributions to all shareholders.
HIGHLIGHTS
Equity Values:
Net assets as of September 30, 2012: $1.883 billion
Net asset value per share as of September 30, 2012: $10.88
First Fiscal Quarter Operating Results:
Net investment income: $74.03 million
Net investment income per share: $0.46
Dividends to shareholders per share: $0.304800
First Fiscal Quarter Portfolio and Investment Activity:
Portfolio investments in quarter: $747.94 million
Total Portfolio investments at cost at September 30, 2012: $2.698 billion
Number of portfolio companies at September 30, 2012: 96
PORTFOLIO AND INVESTMENT ACTIVITY
Our origination efforts during the September 2012 quarter and current December 2012 quarter continue to prioritize secured lending, with an emphasis on first-lien loans, although we also seek to close selected subordinated debt and equity investments. In addition to targeting investments senior in corporate capital structures with our new originations, we have also increased our new investments in third-party private equity sponsor-owned companies, which tend to have more third-party equity capital supporting our debt investments than in non-sponsor transactions, while still maintaining our flexibility to pursue attractive non-sponsor investments. With our scale team of more than 60 professionals, one of the largest dedicated middle-market credit groups in the industry, we believe we are well positioned to select in a disciplined manner a small number of investments out of thousands of investment opportunities sourced annually.
As a result of these credit risk, yield, and other management initiatives, our portfolio's annualized current yield stood at 13.3% across all performing long-term debt as of September 30, 2012. Distributions from equity positions that we hold are not included in this yield calculation. In many of our portfolio companies, we hold equity positions, ranging from minority interests to majority stakes, which we expect over time to contribute to our investment returns.
In the September 2012 quarter, we completed new and follow-on investments aggregating a record $747.9 million, an increase of $174.6 million from $573.3 million in the June 2012 quarter. Our repayments in the September 2012 quarter were $158.1 million, compared to $146.3 million in the June 2012 quarter. As a result, our investments net of repayments were $589.8 million in the September 2012 quarter, compared to $427.0 million in the June 2012 quarter.
At September 30, 2012, our portfolio consisted of 96 long-term investments with a fair value of $2.664 billion, a record total, compared to 85 long-term investments with a fair value of $2.094 billion at June 30, 2012, and compared to 72 long-term investments with a fair value of $1.463 billion at June 30, 2011.
During the September 2012 quarter, we completed seventeen new and follow-on investments aggregating a record $747.9 million, sold an investment, and received repayment on five other investments. Our repayments in the September 2012 quarter totaled $158.1 million, resulting in $589.8 million of investments net of repayments.
On July 5, 2012, we made a senior secured debt investment of $28.0 million to support the acquisition of Material Handling Services, LLC, a provider of forklift and other material handling equipment fleet management and procurement services, by funds managed by CI Capital Partners, LLC.
On July 16, 2012, we provided $15.0 million of secured second-lien financing to Pelican Products, Inc., a leading provider of unbreakable, watertight protective cases and technically advanced professional lighting equipment.
On July 20, 2012, we provided $12.0 million of senior secured financing to EIG Investors Corp., a provider of an array of online services such as web presence, domain hosting, e-commerce, e-mail and other related services to small- and medium-sized businesses.
On July 20, 2012, we provided $10.0 million of senior secured financing to FPG, LLC, a supplier of branded consumer and commercial products sold to the retail, foodservice, and hospitality sectors.
On July 24, 2012, we sold our shares of Iron Horse Coiled Tubing, Inc. common stock in connection with the exercise of an equity buyout option, receiving $2.0 million of net proceeds and realizing a gain of approximately $1.8 million on the sale.
On July 27, 2012, we provided $85.0 million of subordinated financing to support the acquisition of substantially all the assets of Arctic Glacier Income Funds by funds affiliated with H.I.G. Capital, LLC. The new company, Arctic Glacier U.S.A., Inc., will continue to conduct business under the "Arctic Glacier" name and be a leading producer, marketer, and distributor of high-quality packaged ice to consumers in Canada and the United States.
On August 2, 2012, we provided a $27.0 million secured loan to support the acquisition of New Star Metals, Inc., a provider of specialized processing services to the steel industry, by funds managed by Insight Equity Management Company.
On August 3, 2012, we provided $120.0 million senior secured financing, of which $110.0 million was funded at closing, to support the acquisition of InterDent, Inc., a leading provider of dental practice management services to dental professional corporations and associations in the United States, by funds managed by H.I.G.
On August 3, 2012, we provided $44.0 million of secured subordinated financing to support the refinancing of New Century Transportation, Inc., a leading transportation and logistics company.
On August 3, 2012, we provided $10.0 million of senior secured financing to Pinnacle (US) Acquisition Co Limited, the largest multi-national software company focused on the delivery of analytical and information management solutions for the discovery and extraction of subsurface natural resources.
On August 3, 2012, Pinnacle Treatment Centers, Inc. repaid our $17.5 million loan, resulting in an overall IRR of 14.7% on our investment.
On August 6, 2012, we made an investment of $22.2 million to purchase subordinated notes in Halcyon Loan Advisors Funding 2012-I, Ltd.
On August 7, 2012, we made an investment of $36.8 million to purchase subordinated notes in ING IM CLO 2012-II, Ltd.
On August 10, 2012, U.S. HealthWorks Holding Company, Inc. repaid our $25.0 million loan, resulting in an overall IRR of 14.6% on our investment.
On August 17, 2012, we made a secured second-lien investment of $38.5 million, and were subsequently repaid our previously outstanding $37.7 million loan, related to the recapitalization of American Gilsonite Company.
On September 14, 2012, we made an additional secured second-lien $10.0 million investment in Hoffmaster Group, Inc.
On September 14, 2012, we made a secured first-lien investment of $135.0 million, and were subsequently repaid our previously outstanding $62.7 million loan, related to the recapitalization of Progrexion Holdings, Inc.
On September 20, 2012, Fischbein, LLC repaid our $3.4 million loan.
On September 27, 2012, we made an investment of $45.7 million to purchase subordinated notes in ING IM CLO 2012-III, Ltd.
On September 28, 2012, we made a subordinated investment of $10.4 million to support the acquisition of Evanta Ventures, Inc., a diversified event management company.
On September 28, 2012, we made a secured second-lien investment of $100.0 million to support the recapitalization of United Sporting Companies, Inc., a national distributor of hunting, outdoor, marine, and tackle products.
Since September 30, 2012 in the current December 2012 quarter, we have completed six new investments aggregating $142.8 million, received repayment of six investments, and sold two investments.
On October 3, 2012, we made a senior secured investment of $21.5 million to support the acquisition of CP Well Testing, LLC, a leading provider of flowback services to oil and gas companies operating in Western Oklahoma and the Texas Panhandle.
On October 5, 2012, Northwestern Management Services, LLC ("Northwestern") repaid our $15.1 million loan, and we sold our Northwestern common stock for total proceeds of $2.2 million, realizing a gain of $1.9 million and resulting in an overall IRR of 23% on our investment.
On October 11, 2012, we made a secured second-lien investment of $12.0 million in Deltek, Inc., an enterprise software and information solutions provider for professional services firms, government contractors, and government agencies.
On October 12, 2012, we made a senior secured investment of $42.0 million to support the acquisition of Gulf Coast Machine and Supply Company, a preferred provider of value-added forging solutions to energy and industrial end markets.
On October 16, 2012, Blue Coat Systems, Inc. repaid our $25.0 million loan, resulting in an overall IRR of 23% on our investment.
On October 18, 2012, we made a follow-on equity investment of $20.0 million to First Tower Holdings of Delaware LLC, to support seasonal growth in finance receivables due to increased holiday borrowing activity among its customer base.
On October 18, 2012, Hi-Tech Testing Service, Inc. and Wilson Inspection X-Ray Services, Inc. repaid our $7.2 million loan, resulting in an overall IRR of 16% on our investment.
On October 19, 2012, Mood Media Corporation repaid our $15.0 million loan, resulting in an overall IRR of 13% on our investment.
On October 24, 2012, we made an investment of $7.8 million to acquire an industrial real estate property occupied by Filet-of-Chicken, a chicken processor in Georgia.
On October 31, 2012, Shearer's Foods, Inc. ("Shearer's") repaid our $38.0 million loan. In connection with the sale of Shearer's, we subsequently received $6.0 million of net proceeds for our equity investment in Shearer's, resulting in an overall IRR of 19% across all of our capital on the investment.
On November 5, 2012, we made an investment of $39.5 million to purchase subordinated notes in ING IM CLO 2012-4, Ltd.
On November 8, 2012, Potters Holdings II, L.P. repaid our $15.0 million loan, resulting in an overall IRR of 14% on our investment period
We are pleased with the overall credit quality of our portfolio, with many of our companies generating year-over-year and sequential growth in top-line revenues and bottom-line profits. None of our loans originated in approximately five years have gone on non-accrual status. The fair market value of our loan assets on non-accrual as a percentage of total assets stood at approximately 1.5% on September 30, 2012, down from 1.9% on June 30, 2012 and 3.5% on June 30, 2011.
Because of the performance of several controlled positions in our portfolio, we have selectively monetized certain such companies and may monetize other positions if we identify attractive opportunities for exit. As such exits materialize, we expect to reinvest such proceeds into new income-producing opportunities. We are pleased with the performance of our controlled portfolio companies, and are actively exploring other new investment opportunities at attractive multiples of cash flow.
Our advanced investment pipeline aggregates more than $800 million of potential opportunities. These investments are primarily secured investments with double-digit coupons, sometimes coupled with equity upside through additional investments, diversified across multiple sectors.
LIQUIDITY AND FINANCIAL RESULTS
Our modestly leveraged balance sheet is a source of significant strength. Our debt to equity ratio stood at less than 45% (and less than 35% after subtraction of cash and equivalents) at September 30, 2012. Our equitized balance sheet also gives us the potential for future earnings upside as we prudently look to utilize and grow our existing revolving credit facility as well as potentially add additional secured or unsecured term facilities, made more attractive by our investment-grade ratings at corporate, revolving facility, and term debt levels.
On March 27, 2012, we renegotiated our credit facility and closed on an expanded five-year revolving credit facility (the "Facility") for Prospect Capital Funding LLC. As of March 31, 2012, ten original lenders had extended commitments of $410 million under the Facility. We have since increased the Facility size to $517.5 million with commitments from six additional lenders and increased commitments from existing lenders, thereby bringing the total number of lenders to 16. The Facility includes an accordion feature which allows aggregate commitments to be increased to $650 million without the need for re-approval from existing lenders or the rating agency.
As we make additional investments, we generate additional availability to the extent such investments are eligible to be placed into the borrowing base. The revolving period of the Facility extends through March 2015, with an additional two-year amortization period, with distributions allowed after the completion of the revolving period. Interest on borrowings under the Facility is one-month Libor plus 275 basis points, with no minimum Libor floor. The Facility continues to carry a high-investment-grade Moody's rating of Aa3.
We also have significantly diversified our counterparty risk. We currently have 16 institutional lenders in our Facility, up from five lenders at June 30, 2010, two lenders at June 30, 2009, and one lender at June 30, 2008.
In addition, our repeat issuance in the past year in the five-year, seven-year, ten-year, and greater unsecured term debt market has extended our liability duration, thereby better matching our assets and liabilities for balance sheet risk management.
On December 21, 2010, we issued $150.0 million in principal amount of 6.25% senior unsecured convertible notes, convertible at $11.35 per common share and due December 2015 ("2015 Notes").
On February 18, 2011, we issued $172.5 million in principal amount of 5.50% senior unsecured convertible notes, convertible at $12.76 per common share and due August 2016 ("2016 Notes"). In the March 2012 quarter, we repurchased $5.0 million of our 2016 Notes.
On April 16, 2012, we issued $130.0 million in principal amount of 5.375% senior unsecured convertible notes, convertible at $11.65 per common share and due October 2017 ("2017 Notes").
On August 14, 2012, we issued $200.0 million in principal amount of 5.75% senior unsecured convertible notes, convertible at $12.14 per common share and due March 2018 ("2018 Notes", and together with the 2015 Notes, 2016 Notes, and 2017 Notes, the "Convertible Notes").
On February 16, 2012, we entered into a Selling Agent Agreement for our issuance and sale from time to time of senior unsecured Prospect Capital InterNotes® (the "InterNotes"). Since initiating the program, we have issued $95.7 million of InterNotes. These notes were issued with interest rates ranging from 5.70% to 7.00% with a weighted average rate of 6.20%. These notes mature between June 15, 2019 and June 15, 2022.
On May 1, 2012, we issued $100.0 million in principal amount of 6.95% senior unsecured notes due November 2022 (the "2022 Baby Bond Notes", and together with our Convertible Notes and our InterNotes, the "Unsecured Notes"). The 2022 Baby Bond Notes trade on the New York Stock Exchange with ticker PRY and further demonstrate our diversified access to longer-dated funding.
The Unsecured Notes are general unsecured obligations of Prospect, with no financial covenants, no technical cross default provisions, and no payment cross default provisions with respect to our revolving credit facility. The Unsecured Notes have no restrictions related to the type and security of assets in which Prospect might invest. The issuance of these notes has allowed us to grow our investment program in calendar year 2012 and commit to loans with maturities longer than our existing revolving credit facility maturity. These Unsecured Notes have an investment-grade S&P rating of BBB. As of September 30, 2012, Prospect held more than $2.14 billion of unencumbered assets on its balance sheet to benefit holders of Unsecured Notes and Prospect shareholders.
Since June 30, 2012, we have completed four equity issuances at prices above net asset value per share.
On June 1, 2012, we entered into an equity distribution agreement, relating to at-the-market offerings from time to time, of up to 9.5 million shares of our common stock (the "ATM Program"). During the period from July 2, 2012 to July 12, 2012, we sold approximately 2.25 million shares of our common stock at an average price of $11.59 per share, and raised $26.0 million of gross proceeds.
On July 16, 2012 and subsequently through exercise of the underwriter option, we issued 24,150,000 shares of our common stock at $11.15 per share, raising $269.3 million of gross proceeds.
On September 10, 2012, we entered into a second equity distribution agreement, relating to at-the-market offerings from time to time, of up to 9.75 million shares of our common stock. During the period from September 13, 2012 to September 28, 2012, we sold approximately 6.8 million shares of our common stock at an average price of $11.86 per share, and raised $80.2 million of gross proceeds, under the program. During the period from October 1, 2012 to October 9, 2012, we sold approximately 1.25 million shares of our common stock at an average price of $11.53 per share, and raised $14.4 million of gross proceeds.
On November 7, 2012, we issued 35,000,000 shares of our common stock to the public at an initial price of $11.10 per share to the public (or $10.96 per share net proceeds after commissions and expenses), raising $383.6 million of net proceeds.
We currently have $10.0 million borrowed under our Facility. Assuming sufficient assets are pledged to the Facility and that we are in compliance with all Facility terms, and taking into account our cash balances on hand, we have over $795 million of new investment capacity. Any principal repayments or other monetizations of our assets would further increase our new investment capacity. Any issuance of equity, increase in our Facility size, or issuance of other debt, including additional term debt, would also further increase our investment capacity.
CONFERENCE CALL
The Company will host a conference call on Friday, November 9, 2012 at 11:00 a.m. Eastern Time. The conference call dial-in number will be 877-317-6789. A recording of the conference call will be available for approximately 30 days. To hear a replay, call 877-344-7529 and use passcode 10018428.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY | ||||||||||
September 30, | June 30, | |||||||||
(Unaudited) | (Audited) | |||||||||
Assets | ||||||||||
Investments at fair value: | ||||||||||
Control investments (amortized cost of $515,055 and $518,015, respectively) | $ | 529,785 | $ | 564,489 | ||||||
Affiliate investments (amortized cost of $44,589 and $44,229, respectively) | 45,255 | 46,116 | ||||||||
Non-control/Non-affiliate investments (amortized cost of $2,137,966 and $1,537,069, respectively) | 2,088,925 | 1,483,616 | ||||||||
Total investments at fair value (amortized cost of $2,697,610 and $2,099,313, respectively) | 2,663,965 | 2,094,221 | ||||||||
Investments in money market funds | 182,158 | 118,369 | ||||||||
Total investments | 2,846,123 | 2,212,590 | ||||||||
Cash | 2,387 | 2,825 | ||||||||
Receivables for: | ||||||||||
Interest, net | 31,369 | 14,219 | ||||||||
Dividends | 1 | 1 | ||||||||
Other | 773 | 783 | ||||||||
Prepaid expenses | 879 | 421 | ||||||||
Deferred financing costs | 31,065 | 24,415 | ||||||||
Total Assets | 2,912,597 | 2,255,254 | ||||||||
Liabilities | ||||||||||
Credit facility payable | -- | 96,000 | ||||||||
Senior convertible notes | 647,500 | 447,500 | ||||||||
Senior unsecured notes | 100,000 | 100,000 | ||||||||
Prospect Capital InterNotes® | 88,517 | 20,638 | ||||||||
Due to broker | 145,746 | 44,533 | ||||||||
Dividends payable | 17,597 | 14,180 | ||||||||
Due to Prospect Administration | 310 | 658 | ||||||||
Due to Prospect Capital Management | 11,735 | 7,913 | ||||||||
Accrued expenses | 14,263 | 9,648 | ||||||||
Other liabilities | 3,603 | 2,210 | ||||||||
Total Liabilities | 1,029,271 | 743,280 | ||||||||
Net Assets | $ | 1,883,326 | $ | 1,511,974 | ||||||
Components of Net Assets | ||||||||||
Common stock, par value $0.001 per share (500,000,000 common shares authorized; 173,151,718 and 139,633,870 issued and outstanding, respectively) | $ | 173 | $ | 140 | ||||||
Paid-in capital in excess of par | 1,920,251 | 1,544,801 | ||||||||
Undistributed net investment income | 46,314 | 23,667 | ||||||||
Accumulated realized losses on investments | (49,767 | ) | (51,542 | ) | ||||||
Unrealized depreciation on investments | (33,645 | ) | (5,092 | ) | ||||||
Net Assets | $ | 1,883,326 | $ | 1,511,974 | ||||||
Net Asset Value Per Share | $ | 10.88 | $ | 10.83 | ||||||
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY | |||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||
For the Three Months Ended September 30, 2012 and 2011 | |||||||||
(in thousands, except share and per share data) | |||||||||
(Unaudited) | |||||||||
For Three Months Ended September 30, | |||||||||
2012 | 2011 | ||||||||
Investment Income | |||||||||
Interest income: | |||||||||
Control investments | $ | 17,919 | $ | 6,165 | |||||
Affiliate investments | 1,651 | 2,402 | |||||||
Non-control/Non-affiliate investments | 45,027 | 33,320 | |||||||
CLO fund securities | 13,713 | 500 | |||||||
Total interest income | 78,310 | 42,387 | |||||||
Dividend income: | |||||||||
Control investments | 33,250 | 6,700 | |||||||
Non-control/Non-affiliate investments | 2,955 | 349 | |||||||
Money market funds | 3 | 1 | |||||||
Total dividend income | 36,208 | 7,050 | |||||||
Other income: | |||||||||
Control investments | 2 | 6 | |||||||
Affiliate investments | 8 | 61 | |||||||
Non-control/Non-affiliate investments | 9,108 | 5,838 | |||||||
Total other income | 9,118 | 5,905 | |||||||
Total Investment Income | 123,636 | 55,342 | |||||||
Operating Expenses | |||||||||
Investment advisory fees: | |||||||||
Base management fee | 13,228 | 8,211 | |||||||
Income incentive fee | 18,507 | 6,969 | |||||||
Total investment advisory fees | 31,735 | 15,180 | |||||||
Interest and credit facility expenses | 13,511 | 8,960 | |||||||
Legal fees | 622 | 432 | |||||||
Valuation services | 376 | 302 | |||||||
Audit, compliance and tax related fees | 432 | 340 | |||||||
Allocation of overhead from Prospect Administration | 2,184 | 1,116 | |||||||
Insurance expense | 93 | 79 | |||||||
Directors' fees | 75 | 64 | |||||||
Other general and administrative expenses | 581 | 992 | |||||||
Total Operating Expenses | 49,609 | 27,465 | |||||||
Net Investment Income | 74,027 | 27,877 | |||||||
Net realized gain (loss) on investments | 1,775 | (14,607 | ) | ||||||
Net change in unrealized (depreciation) appreciation on investments | (28,553 | ) | 26,630 | ||||||
Net Increase in Net Assets Resulting from Operations | $ | 47,249 | $ | 39,900 | |||||
Net increase in net assets resulting from operations per share | $ | 0.29 | $ | 0.37 | |||||
Dividends declared per share | $ | 0.30 | $ | 0.30 | |||||
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY | ||||||||
ROLLFORWARD OF NET ASSET VALUE PER SHARE | ||||||||
For the Three Months September 30, 2012 and 2011 | ||||||||
(in actual dollars) | ||||||||
(Unaudited) | ||||||||
For The Three Months Ended | ||||||||
September 30, | ||||||||
2012 | 2011 | |||||||
Per Share Data: | ||||||||
Net asset value at beginning of period | $ | 10.83 | $ | 10.36 | ||||
Net investment income | 0.46 | 0.26 | ||||||
Net realized gain (loss) | 0.01 | (0.13 | ) | |||||
Net unrealized (depreciation) appreciation | (0.18 | ) | 0.24 | |||||
Net increase (decrease) in net assets as a result of public offerings | 0.07 | (0.02 | ) | |||||
Dividends declared and paid | (0.31 | ) | (0.30 | ) | ||||
Net asset value at end of period | $ | 10.88 | $ | 10.41 | ||||
ABOUT PROSPECT CAPITAL CORPORATION
Prospect Capital Corporation (www.prospectstreet.com) is a closed-end investment company that lends to and invests in private and microcap public businesses. Our investment objective is to generate both current income and long-term capital appreciation through debt and equity investments.
We have elected to be treated as a business development company under the Investment Company Act of 1940 ("1940 Act"). We are required to comply with a series of regulatory requirements under the 1940 Act as well as applicable NASDAQ, federal and state rules and regulations. We have elected to be treated as a regulated investment company under the Internal Revenue Code of 1986. Failure to comply with any of the laws and regulations that apply to us could have an adverse effect on us and our shareholders.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, whose safe harbor for forward-looking statements does not apply to business development companies. Any such statements, other than statements of historical fact, are highly likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under our control, and that we may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from any forward-looking statements. Such statements speak only as of the time when made, and we undertake no obligation to update any such statement now or in the future.
