AGILITI, INC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our final prospectus filed with theSecurities and Exchange Commission (the "SEC") pursuant to Rule 424(b) under the Securities Act of 1933, as amended, onApril 26, 2021 ("the Prospectus"). In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. You should review the sections titled "Note Regarding Forward-Looking Statements" for a discussion of forward-looking statements as well as in Part II, Item 1A, "Risk Factors" and the section entitled "Risk Factors" in the Prospectus for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report on Form 10-Q and in our Prospectus.
BUSINESS OVERVIEW
Our Company
Unless otherwise specified, the terms "we", "our", "us" and the "Company" refer toAgiliti, Inc. and, where appropriate, its consolidated subsidiaries. The term "THL" refers toThomas H. Lee Partners, L.P. , our principal stockholder, and the term "THL Stockholder" refers toTHL Agiliti LLC , an affiliate ofThomas H. Lee Partners, L.P. We believe we are one of the leading experts in the management, maintenance and mobilization of mission-critical, regulated, reusable medical devices. We offer healthcare providers a comprehensive suite of medical equipment management and service solutions that help reduce capital and operating expenses, optimize medical equipment utilization, reduce waste, enhance staff productivity and bolster patient safety.
We commenced operations in 1939, originally incorporated in
In our more than 80 years serving healthcare providers, we have built an at-scale, strong nationwide operating footprint allowing us to reach customers across the entire healthcare continuum-from individual facilities to the largest and most complex healthcare systems. Our ability to rapidly mobilize, track, repair and redeploy equipment during times of peak need or emergent events has made us a service provider of choice for city, state and federal governments to manage emergency equipment stockpiles. Our diverse customer base includes over 9,000 active national, regional and local acute care hospitals, health system integrated delivery networks and alternate site providers (such as surgery centers, specialty hospitals, home care providers, long-term acute care hospitals and skilled nursing facilities). We serve the federal government as well as a number of city and state governments providing management and maintenance of emergency equipment stockpiles, and we are an outsourced service provider to medical device manufacturers supporting critical device remediation and repair services. We deliver our solutions through our nationwide network of over 100 service centers and 7 Centers of Excellence, among which we employ a team of more than 700 specialized biomed repair technicians, more than 3,000 field-based service operators who work onsite within customer facilities or in our local service centers, and over 200 field sales and account managers. Our fees are paid directly by our customers rather than by direct reimbursement from third-party payors, such as private insurers, Medicare or Medicaid.
We deploy our solution offering across three primary service lines:
Equipment Solutions: Supplemental, peak need and per-case rental of general biomedical, specialty, and surgical equipment, contracted directly with customers at approximately 7,000U.S. acute care hospitals and alternate site facilities. We consistently achieve high customer satisfaction ratings by delivering patient-ready equipment within our contracted equipment delivery times and in response to our technical support and educational in-servicing for equipment within clinical departments, including the emergency room, operating room, intensive care, rehabilitation and general patient care areas. We are committed to providing the highest quality of equipment to our customers, supported by our comprehensive Quality Management System which is based on the quality standards recognized worldwide for medical devices: 21 CFR 820 and ISO 13485:2016. Revenue attributable to Equipment Solutions represented 30% and 39% of our total revenue for the three months endedSeptember 30, 2021 and 2020, respectively, and 31% and 39% of our total revenue for the nine months endedSeptember 30, 2021 and 2020, respectively. 19
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Clinical Engineering Services: Maintenance, repair and remediation solutions for all types of medical equipment, including general biomedical equipment and diagnostic imaging technology, through supplemental and fully outsourced offerings. Our supplemental offering helps customers manage their equipment repair and maintenance backlog, assist with remediation and regulatory reporting and temporarily fill open biotechnical positions. Our more than 700 technical repair staff flex in and out of customer facilities on an as-needed basis. We contract our Clinical Engineering Services with acute care and alternate site facilities across theU.S. , as well as with the federal government and any medical device manufacturers that require a broad logistical footprint to support their large-scale service needs. Revenue attributable to Clinical Engineering Services represented 43% and 32% of our total revenue for the three months endedSeptember 30, 2021 and 2020, respectively, and 38% and 35% of our total revenue for the nine months endedSeptember 30, 2021 and 2020, respectively. Onsite Managed Services: Comprehensive programs that assume full responsibility for the management, reprocessing and logistics of medical equipment at individual facilities and Integrated Delivery Networks ("IDNs"). Our more than 1,600 onsite employees work 24/7 in customer facilities, augmenting clinical support by integrating proven equipment management processes, utilizing our proprietary management software and conducting daily rounds and unit based training to ensure equipment is used and managed properly, overall optimizing day-to-day operations, adjusting for fluctuations in patient census and acuity and supporting better care outcomes. Revenue attributable to Onsite Managed Services represented 28% and 28% of our total revenue for the three months endedSeptember 30, 2021 and 2020, respectively, and 30% and 26% of our total revenue for the nine months endedSeptember 30, 2021 and 2020, respectively. Many of our customers have multiple contracts and have revenue reported in multiple service lines. Our contracts vary based upon service offering, including with respect to term (with most being multi-year contracts), pricing (daily, monthly and fixed fee arrangements) and termination (termination for convenience to termination for cause only). Many of our contracts contain customer commitment guarantees and annual price increases tied to the consumer price index. Standard contract terms include payment terms, limitation of liability, force majeure provisions and choice of law/venue.
Impact of COVID-19 on our Business
We have taken proactive action to protect the health and safety of our employees, customers, partners and suppliers. There continues to be uncertainty related to the full extent of the impact of the COVID-19 outbreak on our future results, but we believe our business model and our available borrowings under our Revolving Credit Facility position us well to continue to manage our business through this crisis. We continue to monitor the evolving situation and guidance from federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our operating plan. As such, given the nature of this situation, we cannot reasonably estimate the future impacts of COVID-19 on our financial condition, results of operations or cash flows.
Although difficult to determine, we have estimated for the nine-month period
ended
Initial Public Offering
OnApril 22, 2021 , our registration statement on Form S-1 (File No. 333-253947) related to our initial public offering ("IPO") was declared effective by theSEC , and our common stock began trading on theNew York Stock Exchange ("NYSE") onApril 23, 2021 . Our IPO closed onApril 27, 2021 .
RESULTS OF OPERATIONS
The following discussion addresses:
? our financial condition as of
? the results of operations for the three and nine-month periods ended
This discussion should be read in conjunction with the consolidated condensed
financial statements included elsewhere in this Quarterly Report on Form 10-Q
and the Management's Discussion and Analysis of Financial Condition and Results
of Operations section included in the Prospectus.
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The following table provides information on the percentages of certain items of selected financial data compared to total revenue for the three and nine-month periods endedSeptember 30, 2021 and 2020. Percent to Total Revenue
Percent to Total Revenue
Three Months Ended September 30 ,
Nine Months Ended
2021 2020 2021 2020
Revenue 100.0 % 100.0 % 100.0 % 100.0 %
Cost of revenue 60.6 61.7 59.4 64.3
Gross margin 39.4 38.3 40.6 35.7
Selling, general and
administrative 28.6 36.8 30.1 32.3
Operating income 10.8 1.5 10.5 3.4
Loss on extinguishment of
debt - - 1.4 -
Interest expense 4.1 7.0 5.4 8.3
Income (loss) before income
taxes and noncontrolling
interest 6.7 (5.5) 3.7 (4.9)
Income tax expense (benefit) 3.0 (0.3)
1.8 (1.0)
Consolidated net income
(loss) 3.7 % (5.2) % 1.9 % (3.9) %
Consolidated Results of Operations for the three months ended
Total Revenue
The following table presents revenue by service solution for the three months
ended
Three Months Ended
September 30,
2021 2020 % Change
Equipment Solutions $ 77,707 $ 76,629 1.4 %
Clinical Engineering 111,614 62,739 77.9
Onsite Managed Services 73,103 55,353 32.1
Total Revenue $ 262,424 $ 194,721 34.8 %
Total revenue for the three months ended September 30, 2021 was $262.4 million ,
compared to $194.7 million for the three months ended September 30, 2020 , an
increase of $67.7 million or 34.8%. Equipment Solutions revenue increased 1.4%
primarily driven by a one time equipment sale totaling approximately $5 million .
Although difficult to determine, we have estimated that in the third quarter of
2020, the overall favorable impact from COVID-19 was approximately $11 million
to $15 million . In the third quarter of 2021, we estimate that the overall
favorable impact from COVID-19 was approximately $7 million to $10 million .
Clinical Engineering revenue increased 77.9% due to continued strong growth as a
result of our success in signing and implementing new business contracts over
the last several quarters, the Northfield acquisition completed on March 19,
2021 and supplemental clinical engineering work related to the government
contract entered into in the third quarter of 2020. Finally, our Onsite Managed
Services revenue increased 32.1% with the majority of growth coming from a new
contract signed in the third quarter of 2020 for the comprehensive maintenance
and management services of medical ventilator equipment.
Cost of Revenue
Total cost of revenue for the three months endedSeptember 30, 2021 was$159.0 million compared to$120.1 million for the three months endedSeptember 30, 2020 , an increase of$38.9 million or 32.4%. On a percentage of revenue basis, cost of revenue decreased from 61.7% of revenue in 2020 to 60.6% in 2021. The decline as a percentage of revenue was driven primarily from revenue growth as we were able to leverage our fixed cost infrastructure resulting in our expenses growing at a lower rate than revenue growth. 21 Table of Contents Gross Margin
Total gross margin for the three months endedSeptember 30, 2021 was$103.4 million , or 39.4% of total revenue, compared to$74.6 million , or 38.3% of total revenue, for the three months endedSeptember 30, 2020 , an increase of$28.8 million or 38.6%. The increase in gross margin as a percentage of revenue was primarily impacted by favorable leverage from volume growth. Selling, General and Administrative, Loss on Extinguishment of Debt and Interest Expense (in thousands) Three Months Ended September 30, 2021 2020 Change % Change
Selling, general and administrative$ 75,052 $ 71,732 $ 3,320
4.6 % Interest expense 10,711 13,560 (2,849) (21.0)
Selling, General and Administrative
Selling, general and administrative expense increased$3.3 million , or 4.6%, to$75.1 million for the quarter endedSeptember 30, 2021 as compared to the same period of 2020. Selling, general and administrative expense as a percentage of total revenue was 28.6% and 36.8% for the quarter endedSeptember 30, 2021 and 2020, respectively. The increase of$3.3 million was primarily due to the increases in costs and amortization expense related to theNorthfield acquisition, offset by the decrease in the remeasurement of the tax receivable agreement of$9.6 million in 2020.
Interest Expense
Interest expense decreased$2.8 million to$10.7 million for the third quarter of 2021 as compared to the same period of 2020 primarily due to the repayment of our Second Lien Term Loan from the proceeds of the IPO.
Income Taxes
Income taxes were an expense of$7.9 million and a benefit of$0.6 million for the three months endedSeptember 30, 2021 and 2020, respectively. The income tax expense for the three months endedSeptember 30, 2021 was primarily related to the tax-effect of pre-tax income from operations plus addbacks for non-deductible transaction costs, non-deductible expenses related to executive compensation disallowed under Internal Revenue Code Section 162(m) and the remeasurement of the tax receivable agreement. The income tax benefit for the three months endedSeptember 30, 2020 was due to the tax-effect of pre-tax loss from operations for the period and the remeasurement of the tax receivable agreement.
Consolidated Net Income (Loss)
Consolidated net income increased
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Consolidated Results of Operations for the nine months ended
Total Revenue
The following table presents revenue by service solution for the nine months
ended
Nine Months Ended
September 30,
2021 2020 % Change
Equipment Solutions $ 232,319 $ 218,744 6.2 %Clinical Engineering 287,860 195,779 47.0 Onsite Managed Services 228,033 144,598 57.7 Total Revenue
$ 748,212 $ 559,121 33.8 % Total revenue for the nine months endedSeptember 30, 2021 was$748.2 million , compared to$559.1 million for the nine months endedSeptember 30, 2020 , an increase of$189.1 million or 33.8%. Equipment Solutions revenue increased 6.2% primarily driven by increased demand for surgical equipment procedures and to a lesser extent a one time equipment sale totaling approximately$5 million . Although difficult to determine, we have estimated that for the first nine months of 2020, the overall favorable impact from COVID-19 was approximately$18 million to$25 million . In the first nine months of 2021, we estimate that the overall favorable impact from COVID-19 was$19 million to$24 million . Clinical Engineering revenue increased 47.0% due to continued strong growth as a result of our success in signing and implementing new business contracts over the last several quarters, theNorthfield acquisition completed onMarch 19, 2021 and supplemental clinical engineering work related to the government contract entered into in the third quarter of 2020. Finally, our Onsite Managed Services revenue increased 57.7% with the majority of growth coming from a new contract signed in the third quarter of 2020 for the comprehensive maintenance and management services of medical ventilator equipment.
Cost of Revenue
Total cost of revenue for the nine months endedSeptember 30, 2021 was$444.3 million compared to$359.2 million for the nine months endedSeptember 30, 2020 , an increase of$85.1 million or 23.7%. On a percentage of revenue basis, cost of revenue decreased from 64.3% of revenue in 2020 to 59.4% in 2021. The decline as a percentage of revenue was driven primarily from revenue growth as we were able to leverage our fixed cost infrastructure resulting in our expenses growing at a lower rate than revenue growth.
Gross Margin
Total gross margin for the nine months ended
Selling, General and Administrative, Loss on Extinguishment of Debt and Interest
Expense
(in thousands)
Nine Months Ended
September 30,
2021 2020 Change % ChangeSelling, general and administrative$ 225,334 $ 180,838 $ 44,496 24.6 % Loss on extinguishment of debt 10,116 - 10,116
*
Interest expense 40,444 46,532 (6,088) (13.1)
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Selling, General and Administrative
Selling, general and administrative expense increased$44.5 million , or 24.6%, to$225.3 million for the nine months endedSeptember 30, 2021 as compared to the same period of 2020. Selling, general and administrative expense as a percentage of total revenue was 30.1% and 32.3% for the nine months endedSeptember 30, 2021 and 2020, respectively. The increase of$44.5 million was primarily due to the increases in costs and amortization expense related to theNorthfield acquisition, the buyout fee related to the termination of the Advisory Service Agreement of$7.0 million and an increase in payroll related costs associated with the growth of our business.
Loss on Extinguishment of Debt
Loss on extinguishment of debt for the nine months endedSeptember 30, 2021 consisted of the write-off of the unamortized deferred financing cost and debt discount of$7.4 million and an additional 1% redemption price or$2.4 million related to the repayment of our Second Lien Term Loan inApril 2021 with proceeds from the IPO and the write-off of the unamortized deferred financing cost of$0.3 million related to the amendment of our Revolving Credit Facility.
Interest Expense
Interest expense decreased$6.1 million to$40.4 million for the nine months ended 2021 as compared to the same period of 2020 primarily due to the repayment of our Second Lien Term Loan with proceeds from the IPO.
Income Taxes
Income taxes were an expense of$13.8 million and a benefit of$5.7 million for the nine months endedSeptember 30, 2021 and 2020, respectively. The income tax expense for the nine months endedSeptember 30, 2021 is primarily due to the tax-effect of pre-tax income from operations plus addbacks for stock compensation, non-deductible transaction costs, nondeductible expenses related to executive compensation disallowed under Internal Revenue Code Section 162(m) and the remeasurement of the tax receivable agreement. The income tax benefit for the nine months endedSeptember 30, 2020 was due to the tax-effect of pre-tax loss from operations for the period, amended state income tax filings and the remeasurement of the tax receivable agreement.
Consolidated Net Income
Consolidated net income increased
Adjusted EBITDA
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization
("Adjusted EBITDA") was $245.8 million and $162.2 million for the nine months
ended September 30, 2021 and 2020, respectively. Adjusted EBITDA for the
nine months ended September 30, 2021 was higher than in 2020 primarily due to
the increase in revenue.
EBITDA is defined as earnings attributable to Agiliti, Inc. before interest
expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined
as EBITDA excluding non-cash share-based compensation expense, management fees
and other non-recurring gains, expenses or losses, transaction costs,
remeasurement of tax receivable agreement and loss on extinguishment of debt. In
addition to using EBITDA and Adjusted EBITDA internally as measures of
operational performance, we disclose them externally to assist analysts,
investors and lenders in their comparisons of operational performance, valuation
and debt capacity across companies with differing capital, tax and legal
structures. We believe the investment community frequently uses EBITDA and
Adjusted EBITDA in the evaluation of similarly situated companies. Adjusted
EBITDA is also used by the Company as a factor to determine the total amount of
incentive compensation to be awarded to executive officers and other employees.
EBITDA and Adjusted EBITDA, however, are not measures of financial performance
under GAAP and should not be considered as alternatives to, or more meaningful
than, net income as measures of operating performance or to cash flows from
operating, investing or financing activities or as measures of liquidity. Since
EBITDA and Adjusted EBITDA are not measures determined in accordance with GAAP
and are thus susceptible to varying interpretations and calculations, EBITDA and
Adjusted EBITDA, as presented, may not be comparable to other similarly titled
measures of other companies. EBITDA and Adjusted EBITDA do not represent amounts
of funds that are available for management's discretionary use. EBITDA and
Adjusted EBITDA presented below may not be the same as EBITDA and Adjusted
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EBITDA calculations as defined in the First Lien Credit Facilities. A reconciliation of net income (loss) attributable toAgiliti, Inc. to Adjusted EBITDA is included below: Nine Months Ended September 30, (in thousands) 2021 2020 Net income (loss) attributable toAgiliti, Inc. and Subsidiaries$ 14,023 $
(22,008)
Interest expense 40,444
46,532
Income tax expense (benefit) 13,832
(5,678)
Depreciation and amortization 138,676
124,659
EBITDA 206,975
143,505
Non-cash share-based compensation expense 10,127
7,657
Management and other expenses (1) 7,626
(256)
Transaction costs (2) 6,440
1,699
Tax receivable agreement remeasurement 4,542
9,600
Loss on extinguishment of debt (3) 10,116
-
Adjusted EBITDA $ 245,826 $ 162,205
Other Financial Data:Net cash provided by operating activities$ 138,413 $
99,726
Net cash used in investing activities (481,462)
(125,820)
Net cash provided by financing activities 260,257
75,562
Management and other expenses represent (a) management fees and buyout (1) termination fee under the Advisory Services Agreement, which was terminated
in connection with the initial public offering and (b) employee related
non-recurring expenses.
Transaction costs represent costs associated with potential and completed
(2) mergers and acquisitions and are primarily related to the
Acquisition for the nine months ended
Loss on extinguishment of debt consists of the write-off of the unamortized
deferred financing costs and debt discount and an additional 1% redemption (3) price related to the repayment of our Second Lien Term Loan and the write-off
of the unamortized deferred financing cost related to the amendment of our
Revolving Credit Facility.
SEASONALITY
Quarterly operating results are typically affected by seasonal factors. Historically, our first and fourth quarters are the strongest, reflecting increased customer utilization during the fall and winter months. However, COVID-19 has impacted the seasonality of our business.
LIQUIDITY AND CAPITAL RESOURCES
Our principal sources of liquidity are cash flows from operating activities and borrowings under our Revolving Credit Facility, which provides for loans in an amount of up to$250 million . Our principal uses of liquidity are to fund capital expenditures related to purchases of medical equipment, provide working capital, meet debt service requirements and finance our strategic plans. We believe our existing balances of cash and cash equivalents, our currently anticipated operating cash flows and availability under our Revolving Credit Facility will be sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months. If new financing is necessary, there can be no assurance that any such financing would be available on commercially acceptable terms, or at all. To date, we have not experienced difficulty accessing the credit market; however, future volatility in the credit market may increase costs associated with issuing debt instruments or affect our ability to access those markets. In addition, it is possible that our ability to access the credit market could be limited at a time when we would like, or need to do so, which could have an adverse impact on our ability to refinance debt and/or react to changing economic and business conditions. Net cash provided by operating activities was$138.4 and$99.7 million for the nine months endedSeptember 30, 2021 and 2020, respectively. Net cash provided by operating activities during 2021 was favorably impacted by our improved
financial performance.
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Partially offsetting the increase in net cash provided by operating activities
were the use of cash to pay accrued compensation related to our strong 2020
operating results and a reduction in accrued interest related to our lower debt
and interest rates.
Net cash used in investing activities was
Net cash provided by financing activities was$260.3 and$75.6 million for the nine months endedSeptember 30, 2021 and 2020, respectively. The increase in net cash provided by financing activities during 2021 was primarily due to proceeds from issuance of common stock from the IPO, partially offset by repayment of the Second Lien Term Loan.
RECENT ACCOUNTING PRONOUNCEMENT
See Note 2, Recent Accounting Pronouncements, to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.
OFF-BALANCE SHEET ARRANGEMENTS
As part of our ongoing business, we do not participate in transactions that
generate relationships with unconsolidated entities or financial partnerships,
such as entities often referred to as structured finance or special purpose
entities ("SPEs"), which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes. As of September 30, 2021 , we did not have any unconsolidated
SPEs.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Form 10-Q are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate", "estimate", "expect", "project", "plan", "intend", "believe", "may", "will", "should", "can have", "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:
? effects from political and policy changes that could limit our growth
opportunities;
? effects from the continued COVID-19 pandemic on our business and the economy;
? our potential inability to maintain existing contracts or contract terms with,
or enter into new contracts with, our customers;
? cancellations by or disputes with customers;
? our potential failure to maintain our reputation, including by protecting
intellectual property;
? effects of a global economic downturn on our customers and suppliers;
? a decrease in our customers' patient census or services;
? competitive practices by our competitors that could cause us to lose market
share, reduce our prices or increase our expenditures;
? the bundling of products and services by our competitors, some of which we do
not offer;
? consolidation in the healthcare industry, which may lead to a reduction in the
prices we charge;
? adverse developments with supplier relationships;
? the potential inability to change the manner in which healthcare providers
traditionally procure medical equipment;
? our potential inability to attract and retain key personnel;
? our potential inability to make attractive acquisitions or successfully
integrate acquire businesses;
? an increase in expenses related to our pension plan;
? the fluctuation of our cash flow;
? credit risks relating to home care providers and nursing homes;
? potential claims related to the medical equipment that we outsource and
service;
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? the incurrence of costs that we cannot pass through to our customers;
? a failure of our management information systems;
? limitations inherent in all internal controls systems over financial reporting;
? social unrest;
? our failure to keep up with technological changes;
? our failure to coordinate the management of our equipment;
? challenges to our tax positions or changes in taxation laws;
? litigation that may be costly to defend;
? uncertainty surrounding healthcare reform initiatives;
? federal privacy laws that may subject us to more stringent penalties;
? our relationship with healthcare facilities and marketing practices that are
subject to federal Anti-Kickback Statute and similar state laws;
? our contracts with the federal government that subject us to additional
oversight;
? the impact of changes in third-party payor reimbursement for healthcare items
and services on our customers' ability to pay for our services;
? the highly regulated environment our customers operate in;
? potential recall or obsolescence of our large fleet of medical equipment; and
? other factors disclosed in the section entitled "Risk Factors" in this
Form 10-Q, in our Prospectus, and elsewhere in our filings with the
We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-Q, in our Prospectus and elsewhere in our filings with theSEC . All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our otherSEC filings and public communications. You should evaluate all forward-looking statements made in this Form 10-Q in the context of these risks and uncertainties. We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Form 10-Q are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
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