The following discussion should be read in conjunction with the consolidated financial statements and notes thereto of the Company included in this Form 10-K. The following is management's discussion and analysis of certain significant factors which have affected the Company's financial condition and results of operations during the periods included in the accompanying consolidated financial statements included in this Form 10-K.
EXECUTIVE OVERVIEW
Company management considers the following items to be key performance indicators in evaluating Company performance.
Comparable Store Sales - Stores are deemed to be comparable stores if they were open in the prior year on the first day of the fiscal period being presented. Stores which have been remodeled, expanded, and/or relocated, but would otherwise be included as comparable stores, are not excluded from the comparable store sales calculation. Online sales are included in comparable store sales. Management considers comparable store sales to be an important indicator of current Company performance, helping leverage certain fixed costs when results are positive. Negative comparable store sales results could reduce net sales and have a negative impact on operating leverage, thus reducing net earnings. Net Merchandise Margins - Management evaluates the components of merchandise margin including initial markup and the amount of markdowns during a period. Any inability to obtain acceptable levels of initial markups or any significant increase in the Company's use of markdowns could have an adverse effect on the Company's gross margin and results of operations. Operating Margin - Operating margin is a good indicator for management of the Company's success. Operating margin can be positively or negatively affected by comparable store sales, merchandise margins, occupancy costs, and the Company's ability to control operating costs. Cash Flow and Liquidity (working capital) - Management reviews current cash and short-term investments along with cash flow from operating, investing, and financing activities to determine the Company's short-term cash needs for operations and expansion. The Company believes that existing cash, short-term investments, and cash flow from operations will be sufficient to fund current and long-term anticipated capital expenditures and working capital requirements for the next several years. 21
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RESULTS OF OPERATIONS
The following table sets forth certain financial data expressed as a percentage of net sales and the percentage change in the dollar amount of such items compared to the prior period: Percentage of Net Sales Percentage Increase For Fiscal Years Ended (Decrease) February 1, February 2, February 3, Fiscal Year Fiscal Year 2017 2020 2019 2018 2018 to 2019 to 2018 Net sales 100.0 % 100.0 % 100.0 % 1.7 % (3.1 )% Cost of sales (including buying, distribution, and occupancy costs) 58.1 % 58.7 % 58.4 % 0.6 % (2.6 )% Gross profit 41.9 % 41.3 % 41.6 % 3.1 % (3.7 )% Selling expenses 22.7 % 22.8 % 22.5 % 1.2 % (2.0 )% General and administrative expenses 4.6 % 4.9 % 4.4 % (3.7 )% 8.1 % Income from operations 14.6 % 13.6 % 14.7 % 8.7 % (9.8 )% Other income, net 0.7 % 0.7 % 0.6 % 8.6 % 5.7 % Income before income taxes 15.3 % 14.3 % 15.3 % 8.7 % (9.2 )% Provision for income taxes 3.7 % 3.5 % 5.5 % 7.2 % (37.7 )% Net income 11.6 % 10.8 % 9.8 % 9.2 % 6.6 %
Fiscal 2019 Compared to Fiscal 2018
Net sales for the 52-week fiscal year endedFebruary 1, 2020 , increased 1.7% to$900.3 million from net sales of$885.5 million for the 52-week fiscal year endedFebruary 2, 2019 . Comparable store net sales for the 52-week fiscal year increased 2.2% from comparable store net sales for the prior year 52-week period endedFebruary 2, 2019 . The comparable store sales increase was primarily attributable to a 2.7% increase in the number of transactions and a 2.1% increase in the average number of units sold per transaction, partially offset by a 2.4% reduction in the average retail price per piece of merchandise sold. Total net sales for the year were also impacted by the closing of 7 stores during fiscal 2018 and by the opening of 2 news stores and closure of 4 stores during fiscal 2019. Online sales for the fiscal year increased 6.9% to$110.8 million for the 52-week fiscal year endedFebruary 1, 2020 compared to$103.7 million for the 52-week fiscal year endedFebruary 2, 2019 . Average sales per square foot for fiscal 2019 increased 2.0% from$334 to$341 . Total square footage as ofFebruary 1, 2020 was 2.320 million compared to 2.335 million as ofFebruary 2, 2019 . The Company's average retail price per piece of merchandise sold decreased$1.10 , or 2.4%, during fiscal 2019 compared to fiscal 2018. This$1.10 decrease was primarily attributable to the following changes (with their corresponding effect on the overall average price per piece): a 1.9% reduction in average denim price points (-$0.35 ), a 8.0% reduction in average accessories price points (-$0.34 ), a 5.5% reduction in average footwear price points (-$0.20 ), and a reduction in average price points for certain other merchandise categories (-$0.21 ). These changes are primarily a reflection of merchandise shifts in terms of brands and product styles, fabrics, details, and finishes. Gross profit after buying, distribution, and occupancy costs increased from$366.1 million in fiscal 2018 to$377.5 million in fiscal 2019. As a percentage of net sales, gross profit was 41.9% in fiscal 2019 compared to 41.3% in fiscal 2018. The increase was attributable to an improvement in merchandise margins (0.40%, as a percentage of net sales) and a reduction in occupancy, buying, and distribution expenses (0.20%, as a percentage of net sales). Merchandise shrinkage was 0.6% of net sales for fiscal 2019 compared to 0.5% of net sales for fiscal 2018. Selling expenses increased from$202.0 million in fiscal 2018 to$204.5 million in fiscal 2019. As a percentage of net sales, selling expenses decreased from 22.8% in fiscal 2018 to 22.7% in fiscal 2019. The decrease was primarily attributable to a reduction in store compensation expense (0.15%, as a percentage of net sales), partially offset by increases in online fulfillment and certain other selling expenses (0.05%, as a percentage of net sales). 22 -------------------------------------------------------------------------------- General and administrative expenses decreased from$43.1 million in fiscal 2018 to$41.5 million in fiscal 2019. As a percentage of net sales, general and administrative expenses decreased from 4.9% in fiscal 2018 to 4.6% in fiscal 2019. The decrease was driven by reductions (as a percentage of net sales) across several expense categories. As a result of the above changes, the Company's income from operations increased from$120.9 million for fiscal 2018 to$131.5 million for fiscal 2019. Income from operations was 14.6% as a percentage of net sales in fiscal 2019 compared to 13.6% as a percentage of net sales in fiscal 2018. Other income was$6.2 million in fiscal 2019 compared to$5.7 million in fiscal 2018. The Company's other income is derived primarily from investment income related to the Company's cash and investments. Income tax expense as a percentage of pre-tax income was 24.2% in fiscal 2019 and 24.5% in fiscal 2018, bringing net income to$104.4 million in fiscal 2019 versus$95.6 million in fiscal 2018.
Fiscal 2018 Compared to Fiscal 2017
Net sales for the 52-week fiscal year endedFebruary 2, 2019 , decreased 3.1% to$885.5 million from net sales of$913.4 million for the 53-week fiscal year endedFebruary 3, 2018 . Comparable store net sales for the 52-week fiscal year decreased 0.9% from comparable store net sales for the prior year 52-week period endedFebruary 3, 2018 . The comparable store sales decline was primarily attributable to a 0.4% reduction in the number of transactions at comparable stores during the year and a 2.6% reduction in the average retail price per piece of merchandise sold, which were partially offset by a 2.1% increase in the average number of units sold per transaction. Total net sales for the year were also impacted by the closing of 12 stores during fiscal 2017 and 7 stores during fiscal 2018, partially offset by the inclusion of a full year of operating results for the 2 new stores opened during fiscal 2017. Additionally, fiscal 2017 included an extra week of sales due to the fact that 2017 was a 53-week fiscal year while 2018 was a 52-week fiscal year. Online sales for the fiscal year increased 5.6% to$103.7 million for the 52-week fiscal year endedFebruary 2, 2019 compared to$98.2 million for the 53-week fiscal year endedFebruary 3, 2018 . Compared to the 52-week period endedFebruary 3, 2018 , however, online sales for the fiscal year were up 7.5%. Average sales per square foot for fiscal 2018 decreased 2.8% from$344 to$334 . Total square footage as ofFebruary 2, 2019 was 2.335 million compared to 2.367 million as ofFebruary 3, 2018 . The Company's average retail price per piece of merchandise sold decreased$1.21 , or 2.6%, during fiscal 2018 compared to fiscal 2017. This$1.21 decrease was primarily attributable to the following changes (with their corresponding effect on the overall average price per piece): a 4.2% reduction in average denim price points (-$0.83 ), a 2.3% reduction in average knit shirt price points (-$0.25 ), a 5.5% reduction in average woven shirt price points (-$0.19 ), and a reduction in average price points for certain other merchandise categories (-$0.19 ); which were partially offset by a shift in the merchandise mix ($0.25 ). These changes are primarily a reflection of merchandise shifts in terms of brands and product styles, fabrics, details, and finishes. Gross profit after buying, distribution, and occupancy costs decreased from$380.0 million in fiscal 2017 to$366.1 million in fiscal 2018. As a percentage of net sales, gross profit was 41.3% in fiscal 2018 compared to 41.6% in fiscal 2017. The decrease was attributable to deleveraged occupancy, buying, and distribution expenses (0.30%, as a percentage of net sales). Merchandise margins for the year were flat and merchandise shrinkage was 0.5% of net sales for fiscal 2018 compared to 0.6% of net sales for fiscal 2017. Selling expenses decreased from$206.1 million in fiscal 2017 to$202.0 million in fiscal 2018. Selling expenses as a percentage of net sales increased from 22.5% in fiscal 2017 to 22.8% in fiscal 2018. The increase was primarily attributable to an increase in store compensation expense (0.60%, as a percentage of net sales), partially offset by reductions across certain other selling expenses (0.30%, as a percentage of net sales). General and administrative expenses increased from$39.9 million in fiscal 2017 to$43.1 million in fiscal 2018. As a percentage of net sales, general and administrative expenses increased from 4.4% in fiscal 2017 to 4.9% in fiscal 2018. The increase was primarily attributable to increased information technology investments, both in terms of increased home office payroll as well as spending for other strategic initiatives (0.65%, as a percentage of net sales), partially offset by a reduction in professional and consulting fees (0.15%, as a percentage of net sales). As a result of the above changes, the Company's income from operations decreased from$134.1 million for fiscal 2017 to$120.9 million for fiscal 2018. Income from operations was 13.6% as a percentage of net sales in fiscal 2018 compared to 14.7% as a percentage of net sales in fiscal 2017. 23 -------------------------------------------------------------------------------- Other income was$5.7 million in fiscal 2018 compared to$5.4 million in fiscal 2017. The Company's other income is derived primarily from investment income related to the Company's cash and investments. Income tax expense as a percentage of pre-tax income was 24.5% in fiscal 2018 and 35.7% in fiscal 2017, bringing net income to$95.6 million in fiscal 2018 versus$89.7 million in fiscal 2017.
LIQUIDITY AND CAPITAL RESOURCES
As ofFebruary 1, 2020 , the Company had working capital of$206.2 million , including$221.0 million of cash and cash equivalents and$12.5 million of short-term investments. The Company's cash receipts are generated from retail sales and from investment income, and the Company's primary ongoing cash requirements are for inventory, payroll, occupancy costs, dividend payments, new store expansion, remodeling, and other capital expenditures. Historically, the Company's primary source of working capital has been cash flow from operations. During fiscal 2019, 2018, and 2017 the Company's cash flow from operations was$130.7 million ,$108.7 million , and$119.7 million , respectively. Changes in operating cash flow between each of the three years is primarily a function of changes in net income, along with changes in inventory and accounts payable based on the timing and amount of merchandise purchased in each respective period. Operating cash flow was also impacted by the timing of certain other payments, including rent and income taxes.
During fiscal 2019, 2018, and 2017, the Company invested
During fiscal 2020, the Company anticipates opening 3 new stores and completing approximately 4 store remodels and/or relocations. Management estimates that total capital expenditures during fiscal 2020 will be approximately$7.0 to$10.0 million , which includes primarily planned store projects and technology investments. The Company believes that existing cash and cash equivalents, investments, and cash flow from operations will be sufficient to fund current and long-term anticipated capital expenditures and working capital requirements for the next several years. The Company has had a consistent record of generating positive cash flow each year and, as ofFebruary 1, 2020 , had total cash and investments of$249.4 million , including$15.9 million of long-term investments. The Company does not currently have plans for any merger or acquisition, and has fairly consistent plans for store projects. Based upon past results and current plans, management does not anticipate any large swings in the Company's need for cash in the upcoming years.
Future conditions, however, may reduce the availability of funds based upon factors such as a decrease in demand for the Company's product, change in product mix, competitive factors, and general economic conditions as well as other risks and uncertainties which would reduce the Company's sales, net profitability, and cash flows. Also, the Company's acceleration in store openings and/or remodels, or entering into a merger, acquisition, or other financial related transaction could reduce the amount of cash available for further capital expenditures and working capital requirements.
As further disclosed in Footnote O of the Consolidated Financial Statements, subsequent to the end of the fiscal year the Company announced that it was indefinitely closing all of its brick and mortar stores effectiveMarch 18, 2020 in response to the global COVID-19 pandemic. The Company also announced that it was furloughing the majority of its store and corporate office teammates effectiveApril 5, 2020 . The Company cannot reasonably estimate the length or severity of this pandemic, but expects that it will have a material adverse impact on the Company's consolidated financial position, consolidated results of operations, and consolidated cash flows in fiscal 2020. The Company has available an unsecured line of credit of$25.0 million withWells Fargo Bank, N.A . for operating needs and letters of credit. The line of credit agreement has an expiration date ofJuly 31, 2021 and provides that$10.0 million of the$25.0 million line is available for letters of credit. Borrowings under the line of credit provide for interest to be paid at a rate based on LIBOR. The Company has, from time to time, borrowed against these lines of credit. There were no borrowings during fiscal 2019, 2018, and 2017. The Company had no bank borrowings as ofFebruary 1, 2020 and was in compliance with the terms and conditions of the line of credit agreement. 24 -------------------------------------------------------------------------------- Dividend payments - During fiscal 2019, the Company paid total cash dividends of$112.9 million as follows:$0.25 per share in each of the first three quarters,$0.30 per share in the fourth quarter, and a special cash dividend of$1.25 per share in the fourth quarter. During fiscal 2018, the Company paid total cash dividends of$97.7 million as follows:$0.25 per share in each of the four quarters and a special cash dividend of$1.00 per share in the fourth quarter. During fiscal 2017, the Company paid total cash dividends of$133.9 million as follows:$0.25 per share in each of the four quarters and a special cash dividend of$1.75 per share in the fourth quarter. As announced onMarch 24, 2020 , at its quarterly meeting onMarch 23, 2020 , the Company'sBoard of Director's suspended the Company's quarterly cash dividend in order to maintain the Company's cash position and give it financial flexibility given the uncertainty regarding the potential length and severity of the global COVID-19 pandemic as well as the potential impact to the Company. Stock repurchase plan - During fiscal 2019, the Company repurchased 4,552 shares of its common stock at an average price of$14.92 per share. The Company did not repurchase any of shares of its common stock during fiscal 2018 or fiscal 2017. As ofFebruary 1, 2020 , 435,655 shares remained available under the Company's current 1,000,000 share repurchase plan that was approved by the Board of Directors onNovember 20, 2008 .
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's Discussion and Analysis of Financial Condition and Results of Operations are based uponThe Buckle, Inc.'s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted inthe United States of America . The preparation of these consolidated financial statements requires that management make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the financial statement date, and the reported amounts of sales and expenses during the reporting period. The Company regularly evaluates its estimates, including those related to inventory, investments, incentive bonuses, and income taxes. Management bases its estimates on past experience and on various other factors that are thought to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes that the estimates and judgments used in preparing these consolidated financial statements were the most appropriate at that time. Presented below are those critical accounting policies that management believes require subjective and/or complex judgments that could potentially affect reported results of operations.
1. Revenue Recognition. Retail store sales are recorded, net of expected
returns, upon the purchase of merchandise by customers. Online sales are
recorded, net of expected returns, when the merchandise is tendered for
delivery to the common carrier. Shipping fees charged to customers are
included in revenue and shipping costs are included in selling expenses. The
Company recognizes revenue from sales made under its layaway program upon
delivery of the merchandise to the customer. Revenue is not recorded when
gift cards and gift certificates are sold, but rather when a card or
certificate is redeemed for merchandise. A current liability for unredeemed
gift cards and certificates is recorded at the time the card or certificate
is purchased. The liability recorded for unredeemed gift certificates and
gift cards was
2020 and
breakage is recognized as revenue in proportion to the redemption pattern of
customers by applying an estimated breakage rate. The estimated breakage rate
is based on historical issuance and redemption patterns and is re-assessed by
the Company on a regular basis. Sales tax collected from customers is
excluded from revenue and is included as part of "accrued store operating
expenses" on the Company's consolidated balance sheets.
The Company establishes a liability for estimated merchandise returns, based upon the historical average sales return percentage, that is recognized at the transaction value. The Company also recognizes a return asset and a corresponding adjustment to cost of sales for the Company's right to recover returned merchandise, which is measured at the estimated carrying value, less any expected recovery costs. Customer returns could potentially exceed the historical average, thus reducing future net sales results and potentially reducing future net earnings. The accrued liability for reserve for sales returns was$2.3 million as ofFebruary 1, 2020 and$2.2 million as ofFebruary 2, 2019 . The Company's Guest Loyalty program allows participating guests to earn points for every qualifying purchase, which (after achievement of certain point thresholds) are redeemable as a discount off a future purchase. Reported revenue is net of both current period reward redemptions and accruals for estimated future rewards earned under the Guest Loyalty program. A liability has been recorded for future rewards based on the Company's estimate of how many earned points will turn into rewards and ultimately be redeemed prior to expiration. As ofFebruary 1, 2020 andFebruary 2, 2019 ,$9.6 million and$10.9 million was included in "accrued store operating expenses" as a liability for estimated future rewards. 25 -------------------------------------------------------------------------------- Through partnership withComenity Bank , the Company offers a private label credit card ("PLCC"). Customers with a PLCC are enrolled in our B-Rewards incentive program and earn points for every qualifying purchase on their card. At the end of each rewards period, customers who have exceeded a minimum point threshold receive a reward to be redeemed on a future purchase. The B-Rewards program also provides other discount and promotional opportunities to cardholders on a routine basis. Reported revenue is net of both current period reward redemptions, current period discounts and promotions, and accruals for estimated future rewards earned under the B-Rewards program. A liability has been recorded for future rewards based on the Company's estimate of how many earned points will turn into rewards and ultimately be redeemed prior to expiration, which is included in "gift certificates redeemable" on the Company's consolidated balance sheets.
2. Inventory. Inventory is valued at the lower of cost or net realizable value.
Cost is determined using an average cost method that approximates the
first-in, first-out (FIFO) method. Management makes adjustments to inventory
and cost of goods sold, based upon estimates, to account for merchandise
obsolescence and markdowns that could affect net realizable value, based on
assumptions using calculations applied to current inventory levels within
each different markdown level. Management also reviews the levels of
inventory in each markdown group and the overall aging of the inventory
versus the estimated future demand for such product and the current market
conditions. Such judgments could vary significantly from actual results,
either favorably or unfavorably, due to fluctuations in future economic
conditions, industry trends, consumer demand, and the competitive retail
environment. Such changes in market conditions could negatively impact the
sale of markdown inventory, causing further markdowns or inventory
obsolescence, resulting in increased cost of goods sold from write-offs and
reducing the Company's net earnings. The adjustment to inventory for
markdowns and/or obsolescence was
conditions, or changes in demand or price that would indicate that its inventory valuation may not be materially accurate at this time.
3. Income Taxes. The Company records a deferred tax asset and liability for
expected future tax consequences resulting from temporary differences between
financial reporting and tax bases of assets and liabilities. The Company
considers future taxable income and ongoing tax planning in assessing the
value of its deferred tax assets. If the Company determines that it is more
than likely that these assets will not be realized, the Company would reduce
the value of these assets to their expected realizable value, thereby
decreasing net income. Estimating the value of these assets is based upon the
Company's judgment. If the Company subsequently determined that the deferred
tax assets, which had been written down, would be realized in the future,
such value would be increased. Adjustment would be made to increase net income in the period such determination was made.
4. Leases. Effective
(Topic 842). As a result of the adoption of the standard, the Company
recognized net right-of-use ("ROU") assets and lease liabilities of
approximately
3, 2019 based on the present value of the total fixed payments for retail
store and corporate office operating leases. Refer to Footnote A, Summary of
Significant Accounting Policies, and Footnote D, Leases, for further details.
5. Investments. Investments classified as short-term investments include
securities with a maturity of greater than three months and less than one
year. Available-for-sale securities are reported at fair value, with
unrealized gains and losses excluded from earnings and reported as a separate
component of stockholders' equity (net of the effect of income taxes), using
the specific identification method, until they are sold. Held-to-maturity
securities are reported at amortized cost. Trading securities are reported at
fair value, with unrealized gains and losses included in earnings, using the
specific identification method.
OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS, AND COMMERCIAL COMMITMENTS
As referenced in the table below, the Company has contractual obligations and commercial commitments that may affect the financial condition of the Company. Based on management's review of the terms and conditions of its contractual obligations and commercial commitments, there is no known trend, demand, commitment, event, or uncertainty that is reasonably likely to occur which would have a material effect on the Company's financial condition, results of operations, or cash flows. In addition, the commercial obligations and commitments made by the Company are customary transactions which are similar to those of other comparable retail companies. 26
-------------------------------------------------------------------------------- The following table identifies the material obligations and commitments as ofFebruary 1, 2020 : Payments Due by Period Contractual obligations (dollar amounts in Less than 1 After 5 thousands): Total year 1-3 years
4-5 years years
Purchase obligations
$ 1,642 $ 337 Deferred compensation 15,863 - - - 15,863 Operating lease payments (a) 417,459 100,016 157,939 104,113 55,391 Total contractual obligations$ 446,819 $ 105,051 $ 164,422 $ 105,755 $ 71,591
(a) See Footnote D of the Consolidated Financial Statements.
The Company has available an unsecured line of credit of$25.0 million , which is excluded from the preceding table. The line of credit agreement has an expiration date ofJuly 31, 2021 and provides that$10.0 million of the$25.0 million line of credit is available for letters of credit. Certain merchandise purchase orders require that the Company open letters of credit. When the Company takes possession of the merchandise, it releases payment on the letters of credit. The amounts of outstanding letters of credit reported reflect the open letters of credit on merchandise ordered, but not yet received or funded. The Company believes it has sufficient credit available to open letters of credit for merchandise purchases. There were no bank borrowings during fiscal 2019, 2018, and 2017. The Company had outstanding letters of credit totaling$1.5 million and$2.0 million as ofFebruary 1, 2020 andFebruary 2, 2019 , respectively. The Company has no other off-balance sheet arrangements.
RELATED PARTY TRANSACTIONS
Included in other assets is a note receivable of$1.3 million as of bothFebruary 1, 2020 andFebruary 2, 2019 , from a life insurance trust fund controlled by the Company's Chairman. The note was created over three years, beginning inJuly 1994 , when the Company paid life insurance premiums of$0.2 million each year for the Chairman on a personal policy. The note accrues interest at 5% of the principal balance per year and is to be paid from the life insurance proceeds. The note is secured by a life insurance policy on the Chairman.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Recently issued accounting pronouncements are disclosed in Footnote A of the Consolidated Financial Statements.
FORWARD LOOKING STATEMENTS
Information in this report, other than historical information, may be considered to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "1995 Act"). Such statements are made in good faith by the Company pursuant to the safe-harbor provisions of the 1995 Act. In connection with these safe-harbor provisions, this management's discussion and analysis contains certain forward-looking statements, which reflect management's current views and estimates of future economic conditions, Company performance, and financial results. The statements are based on many assumptions and factors that could cause future results to differ materially. Such factors include, but are not limited to, changes in product mix, changes in fashion trends, competitive factors, and general economic conditions, economic conditions in the retail apparel industry, as well as other risks and uncertainties inherent in the Company's business and the retail industry in general. Any changes in these factors could result in significantly different results for the Company. The Company further cautions that the forward-looking information contained herein is not exhaustive or exclusive. The Company does not undertake to update any forward-looking statements, which may be made from time to time by or on behalf of the Company.
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