WORLD WRESTLING ENTERTAINMENT, INC. You should read the following discussion in conjunction with the consolidated financial statements and related notes included elsewhere in this report.
Our operations are organized around the following principal activities:
Media:
?The Media segment reflects the production and monetization of long-form and
short-form video content across various platforms, including WWE Network,
broadcast and pay television, digital and social media, as well as filmed
entertainment. Across these platforms, revenues principally consist of content
rights fees, subscriptions to WWE Network, and advertising and sponsorships.
Effective
Live Events:
?Live events provide ongoing content for our media platforms. Live Event segment
revenues consist primarily of ticket sales, revenues from events for which we
receive a fixed fee, as well as the sale of travel packages associated with the
Company's global live events. As a result of the global spread of the
coronavirus pandemic ("COVID-19"), these revenues had been greatly limited from
Consumer Products:
?The Consumer Products segment engages in the merchandising of WWE branded products, such as video games, toys and apparel, through licensing arrangements and direct-to-consumer sales. Revenues principally consist of royalties and licensee fees related to WWE branded products, and sales of merchandise distributed at our live events and through eCommerce platforms.
Results of Operation
The Company presents Adjusted OIBDA as the primary measure of segment profit (loss). The Company defines Adjusted OIBDA as operating income before depreciation and amortization, excluding stock-based compensation, certain impairment charges and other non-recurring items that management deems would impact the comparability of results between periods. Adjusted OIBDA includes depreciation and amortization expenses directly related to supporting the operations of our segments, including content production asset amortization, depreciation and amortization of costs related to content delivery and technology assets utilized for WWE Network, as well as amortization of right-of-use assets related to finance leases of equipment used to produce and broadcast our live events. The Company believes the presentation of Adjusted OIBDA is relevant and useful for investors because it allows investors to view our segment performance in the same manner as the primary method used by management to evaluate segment performance and make decisions about allocating resources. Additionally, we believe that Adjusted OIBDA is a primary measure used by media investors, analysts and peers for comparative purposes.
Adjusted OIBDA is a non-GAAP financial measure and may be different than similarly titled non-GAAP financial measures used by other companies. A limitation of Adjusted OIBDA is that it excludes depreciation and amortization, which represents the periodic charge for certain fixed assets and intangible assets used in our business. Additionally, Adjusted OIBDA excludes stock-based compensation, a non-cash expense that may vary between periods with limited correlation to underlying operating performance, as well as other non-recurring items that management deems would impact the comparability of results between periods. Adjusted OIBDA should not be regarded as an alternative to operating income or net income as an indicator of operating performance, or to the statement of cash flows as a measure of liquidity, nor should it be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP. We believe that operating income is the most directly comparable GAAP financial measure to Adjusted OIBDA. See Note 3, Segment Information, in the accompanying consolidated financial statements for a reconciliation of Adjusted OIBDA to operating income for the periods presented.
Unallocated corporate general and administrative expenses largely relate to corporate functions such as finance, investor relations, community relations, corporate communications, information technology, legal, facilities, human resources and our Board of Directors. These unallocated corporate general and administrative expenses will be shown, as applicable, as a reconciling item in tables where segment and consolidated results are both shown.
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Summary
Three Months Ended
(dollars in millions, except where noted)
The following tables present our consolidated results followed by our Adjusted
OIBDA results:
Three Months Ended
September 30, Increase
2022 2021 (decrease)
Net revenues
Media $ 233.0 $ 202.7 15 %
Live Events 35.2 28.0 26 %
Consumer Products 36.4 25.1 45 %
Total net revenues (1) 304.6 255.8 19 %
Operating expenses
Media 127.5 105.4 21 %
Live Events 22.3 16.9 32 %
Consumer Products 16.8 16.7 1 %
Total operating expenses (2) 166.6 139.0 20 %
Marketing and selling expenses
Media 15.7 14.6 8 %
Live Events 3.3 2.0 65 %
Consumer Products 1.0 1.2 (17) %
Total marketing and selling expenses 20.0 17.8 12 %
General and administrative expenses (3) 49.9 24.9 100 %
Depreciation and amortization 9.2 10.1 (9) %
Operating income 58.9 64.0 (8) %
Interest expense 5.4 8.5 (36) %
Other expense, net (0.1) 0.3 (133) %
Income before income taxes 53.4 55.8 (4) %
Provision for income taxes 11.7 12.3 (5) %
Net income $ 41.7 $ 43.5 (4) %
(1)Our consolidated net revenues increased by
(2)Our consolidated operating expenses increased by
(3)Our consolidated general and administrative expenses increased by
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Three Months Ended
September 30,
2022 2021
Reconciliation of Operating Income to Adjusted
OIBDA % of Rev % of Rev
Operating income $ 58.9 19 % $ 64.0 25 %
Depreciation and amortization 9.2 3 % 10.1 4 %
Stock-based compensation 5.4 2 % 3.8 1 %
Other adjustments (1) 17.7 6 % - - %
Adjusted OIBDA $ 91.2 30 % $ 77.9 30 %
(1)Other adjustments in the current year quarter include professional fees and severance expenses associated with the investigation by the Special Committee of independent members of the Company's Board of Directors.
Three Months Ended
September 30, Increase
2022 2021 (decrease)
Adjusted OIBDA
Media $ 93.9 $ 85.6 10 %
Live Events 9.8 9.3 5 %
Consumer Products 18.8 7.5 151 %
Corporate (31.3) (24.5) (28) %
Total Adjusted OIBDA $ 91.2 $ 77.9 17 %
Media
The following tables present the performance results and key drivers for our
Media segment:
Three Months Ended
September 30, Increase
2022 2021 (decrease)
Net Revenues
Network (including pay-per-view) (1)
156.7 141.3 11 %
Advertising and sponsorship (3) 13.2 16.1 (18) %
Other (4) 16.6 2.2 655 %
Total net revenues $ 233.0 $ 202.7 15 %
(1)Network revenues consist primarily of license fees associated with the
domestic distribution of WWE Network content to NBCU (effective
(2)Core content rights fees consist primarily of licensing revenues from the distribution of our flagship programs, RAW and SmackDown, as well as our NXT programming, through global broadcast, pay television and digital platforms.
(3)Advertising and sponsorships revenues within our Media segment consist primarily of advertising revenues from the Company's content on third-party social media platforms and sponsorship fees from sponsors who promote their products utilizing the Company's media platforms, including promotion on the Company's digital websites and on-air promotional media spots.
(4)Other revenues within our Media segment reflect revenues from the distribution of other WWE content, including, but not limited to, certain live in-ring programming content in international markets, scripted, reality and other programming, as well as theatrical and direct-to-home video releases.
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Three Months Ended
September 30,
2022 2021
Reconciliation of Operating Income to Adjusted
OIBDA % of Rev % of Rev
Operating income $ 86.1 37 % $ 79.2 39 %
Depreciation and amortization 3.8 2 % 3.5 2 %
Stock-based compensation 4.0 2 % 2.9 1 %
Other adjustments - - % - - %
Adjusted OIBDA $ 93.9 40 % $ 85.6 42 %
Media net revenues increased by
Media Adjusted OIBDA as a percentage of revenues decreased in the current year
quarter as compared to the prior year quarter, as the increase in core content
rights fees and the impact of third-party original programming was offset by
Live Events
The following tables present the performance results and key drivers for our
Live Events segment:
Three Months Ended
September 30, Increase
2022 2021 (decrease)
Net Revenues
North American ticket sales $ 24.1 $ 23.8 1 %
International ticket sales 8.0 2.4 233 %
Advertising and sponsorship (1) 1.3 0.4 225 %
Other (2) 1.8 1.4 29 %
Total net revenues $ 35.2 $ 28.0 26 %
Operating Metrics (3)
Total live event attendance 410,300 346,000 19 %
Number of North American events 57 38 50 %
Average North American attendance 6,250 8,320 (25) %
Average North American ticket price (dollars)
1 4 (75) %
Average international attendance 54,000 7,420 628 %
Average international ticket price (dollars)
(1)Advertising and sponsorships revenues within our Live Events segment primarily consists of fees from advertisers and sponsors who promote their products utilizing the Company's live events (i.e., presenting sponsor of fan engagement events and advertising signage at the event).
(2)Other revenues within our Live Events segment primarily consists of the sale of travel packages associated with the Company's global live events, as well as revenues from events for which the Company receives a fixed fee.
(3)Metrics exclude the events for our developmental NXT brands that typically conduct their events in smaller venues with lower ticket prices.
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Three Months Ended
September 30,
2022 2021
Reconciliation of Operating Income to
Adjusted OIBDA % of Rev % of Rev
Operating income $ 9.6 27 % $ 9.1 33 %
Depreciation and amortization - - % - - %
Stock-based compensation 0.2 1 % 0.2 1 %
Other adjustments - - % - - %
Adjusted OIBDA $ 9.8 28 % $ 9.3 33 %
Live Events net revenues, which include revenues from ticket sales and travel
packages, increased by
Live Events Adjusted OIBDA as a percentage of revenues decreased in the current
year quarter as compared to the prior year quarter. The increase in ticket sales
was mostly offset by
Consumer Products
The following tables present the performance results and key drivers for our
Consumer Products segment:
Three Months Ended
September 30, Increase
2022 2021 (decrease)
Net Revenues
Consumer product licensing $ 22.6 $ 11.6 95 %
eCommerce 7.6 8.2 (7) %
Venue merchandise 6.2 5.3 17 %
Total net revenues $ 36.4 $ 25.1 45 %
Operating Metrics
Average eCommerce revenue per order (dollars)
26,300 130,100 (80) %
Venue merchandise domestic per capita spending
(dollars) $ 14.77 $ 14.20 4 %
Three Months Ended
September 30,
2022 2021
Reconciliation of Operating Income to Adjusted
OIBDA % of Rev % of Rev
Operating income $ 18.5 51 % $ 7.2 29 %
Depreciation and amortization 0.1 0 % - - %
Stock-based compensation 0.2 1 % 0.3 1 %
Other adjustments - - % - - %
Adjusted OIBDA $ 18.8 52 % $ 7.5 30 %
Consumer Products net revenues increased by
Consumer Products Adjusted OIBDA as a percentage of revenues increased in the current year quarter as compared to the prior year quarter primarily driven by the increased revenues, as discussed above.
Corporate
Unallocated corporate general and administrative expenses largely relate to corporate administrative functions, including finance, investor relations, community relations, corporate communications, information technology, legal, human resources and our Board of Directors. The Company does not allocate these general and administrative expenses to its business segments.
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Three Months Ended
September 30,
2022 2021
Reconciliation of Operating Loss to Adjusted OIBDA % of Rev % of Rev
Operating loss $ (55.3) (18) % $ (31.5) (12) %
Depreciation and amortization 5.3 2 % 6.6 3 %
Stock-based compensation 1.0 0 % 0.4 0 %
Other adjustments (1) 17.7 6 % - - %
Adjusted OIBDA $ (31.3) (10) % $ (24.5) (10) %
(1)Other adjustments in the current year quarter include professional fees and severance expenses associated with the investigation by the Special Committee of independent members of the Company's Board of Directors.
Corporate Adjusted OIBDA decreased by
Depreciation and Amortization
Three Months Ended
September 30, Increase
2022 2021 (decrease)
Depreciation and amortization $ 9.2 $ 10.1 (9) %
Depreciation and amortization expense declined by
Interest Expense
Three Months Ended
September 30, Increase
2022 2021 (decrease)
Interest expense $ 5.4 $ 8.5 (36) %
Interest expense, which relates primarily to interest and amortization
associated with our convertible notes, our real estate and equipment finance
leases, the revolving credit facility and mortgage, declined by
Other (Expense) Income, Net
Three Months Ended
September 30, Increase
2022 2021 (decrease)
Other expense, net $ (0.1) $ 0.3 (133) %
Other (expense) income, net is comprised of interest income, gains and losses recorded on our equity investments, realized translation gains and losses, and rental income.
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Income Taxes
Three Months Ended
September 30, Increase
2022 2021 (decrease)
Provision for income taxes $ 11.7 $ 12.3 (5) %
Effective tax rate 22 % 22 %
The effective tax rate was essentially unchanged in the current year quarter as compared to the prior year quarter.
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Nine Months Ended
(dollars in millions, except where noted)
The following tables present our consolidated results followed by our Adjusted
OIBDA results:
Nine Months Ended
September 30, Increase
2022 2021 (decrease)
Net revenues
Media $ 754.2 $ 678.6 11 %
Live Events 99.3 37.7 163 %
Consumer Products 112.7 68.6 64 %
Total net revenues (1) 966.2 784.9 23 %
Operating expenses
Media 415.1 363.8 14 %
Live Events 65.7 29.3 124 %
Consumer Products 63.4 44.1 44 %
Total operating expenses (2) 544.2 437.2 24 %
Marketing and selling expenses
Media 46.2 46.7 (1) %
Live Events 8.8 2.9 203 %
Consumer Products 3.5 3.1 13 %
Total marketing and selling expenses 58.5 52.7 11 %
General and administrative expenses (3) 114.5 87.8 30 %
Depreciation and amortization 28.4 31.8 (11) %
Operating income 220.6 175.4 26 %
Interest expense 16.4 25.5 (36) %
Other income, net - 0.7 (100) %
Income before income taxes 204.2 150.6 36 %
Provision for income taxes 47.4 34.1 39 %
Net income $ 156.8 $ 116.5 35 %
(1)Our consolidated net revenues increased by
(2)Our consolidated operating expenses increased by
(3)Our consolidated general and administrative expenses increased by
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Nine Months Ended
September 30,
2022 2021
Reconciliation of Operating Income to
Adjusted OIBDA % of Rev % of Rev
Operating income $ 220.6 23 % $ 175.4 22 %
Depreciation and amortization 28.4 3 % 31.8 4 %
Stock-based compensation 26.0 3 % 14.6 2 %
Other adjustments (1) 19.4 2 % 8.1 1 %
Adjusted OIBDA $ 294.4 30 % $ 229.9 29 %
(1)Other adjustments in the current year period include professional fees and
severance expenses associated with the investigation by the Special Committee of
independent members of the Company's Board of Directors. Other adjustments in
the prior year period included severance expenses primarily associated with the
combination of WWE's television, digital and studios teams into one
organization.
Nine Months Ended
September 30, Increase
2022 2021 (decrease)
Adjusted OIBDA
Media $ 312.8 $ 278.4 12 %
Live Events 26.4 6.1 333 %
Consumer Products 47.2 22.6 109 %
Corporate (92.0) (77.2) (19) %
Total Adjusted OIBDA $ 294.4 $ 229.9 28 %
Media
The following tables present the performance results and key drivers for our
Media segment:
Nine Months Ended
September 30, Increase
2022 2021 (decrease)
Net Revenues
Network (including pay-per-view) (1)
450.0 422.8 6 %
Advertising and sponsorship (3) 50.9 50.4 1 %
Other (4) 86.8 21.4 306 %
Total net revenues $ 754.2 $ 678.6 11 %
(1)Network revenues consist primarily of license fees associated with the
domestic distribution of WWE Network content to NBCU (effective
(2)Core content rights fees consist primarily of licensing revenues from the distribution of our flagship programs, RAW and SmackDown, as well as our NXT programming, through global broadcast, pay television and digital platforms.
(3)Advertising and sponsorships revenues within our Media segment consist primarily of advertising revenues from the Company's content on third-party social media platforms and sponsorship fees from sponsors who promote their products utilizing the Company's media platforms, including promotion on the Company's digital websites and on-air promotional media spots.
(4)Other revenues within our Media segment reflect revenues from the distribution of other WWE content, including, but not limited to, certain live in-ring programming content in international markets, scripted, reality and other programming, as well as theatrical and direct-to-home video releases.
Nine Months Ended
September 30,
2022 2021
Reconciliation of Operating Income to
Adjusted OIBDA % of Rev % of Rev
Operating income $ 281.9 37 % $ 257.1 38 %
Depreciation and amortization 11.0 1 % 11.0 2 %
Stock-based compensation 19.9 3 % 10.3 2 %
Other adjustments - - % - - %
Adjusted OIBDA $ 312.8 41 % $ 278.4 41 %
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Media net revenues increased by
Media Adjusted OIBDA as a percentage of revenues remained flat in the current
year period as compared to the prior year period. This increase was driven by
the impact of a large-scale international event as well as the increases in core
content rights fees and the impact of third-party original programming. These
increases were offset by a reduction in Network revenues coupled with
Live Events
The following tables present the performance results and key drivers for our
Live Events segment:
Nine Months Ended
September 30, Increase
2022 2021 (decrease)
Net Revenues
North American ticket sales $ 78.9 $ 30.5 159 %
International ticket sales 10.2 2.4 325 %
Advertising and sponsorship (1) 4.0 0.7 471 %
Other (2) 6.2 4.1 51 %
Total net revenues $ 99.3 $ 37.7 163 %
Operating Metrics (3)
Total live event attendance 1,107,400 386,400 187 %
Number of North American events 164 40 310 %
Average North American attendance 6,260 8,920 (30) %
Average North American ticket price (dollars)
6 4 50 %
Average international attendance 13,370 7,420 80 %
Average international ticket price (dollars)
(1)Advertising and sponsorships revenues within our Live Events segment primarily consists of fees from advertisers and sponsors who promote their products utilizing the Company's live events (i.e., presenting sponsor of fan engagement events and advertising signage at the event).
(2)Other revenues within our Live Events segment primarily consists of the sale of travel packages associated with the Company's global live events, as well as revenues from events for which the Company receives a fixed fee.
(3)Metrics exclude the events for our developmental NXT brands that typically conduct their events in smaller venues with lower ticket prices.
Nine Months Ended
September 30,
2022 2021
Reconciliation of Operating Income to
Adjusted OIBDA % of Rev % of Rev
Operating income $ 24.8 25 % $ 5.5 15 %
Depreciation and amortization 0.1 0 % - - %
Stock-based compensation 1.5 2 % 0.6 2 %
Other adjustments - - % - - %
Adjusted OIBDA $ 26.4 27 % $ 6.1 16 %
Live Events net revenues, which include revenues from ticket sales and travel
packages, increased by
Live Events Adjusted OIBDA increased in the current year period as compared to the prior year period. This increase was driven by the increase in ticket sales, as discussed above, partially offset by increased event-related costs associated with conducting 126 additional events in the current year period.
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Consumer Products
The following tables present the performance results and key drivers for our
Consumer Products segment:
Nine Months Ended
September 30, Increase
2022 2021 (decrease)
Net Revenues
Consumer product licensing $ 65.2 $ 33.9 92 %
eCommerce 28.2 28.1 0 %
Venue merchandise 19.3 6.6 192 %
Total net revenues $ 112.7 $ 68.6 64 %
Operating Metrics
Average eCommerce revenue per order (dollars)
290,200 422,800 (31) %
Venue merchandise domestic per capita spending
(dollars) $ 15.20 $ 16.22 (6) %
Nine Months Ended
September 30,
2022 2021
Reconciliation of Operating Income to
Adjusted OIBDA % of Rev % of Rev
Operating income $ 45.6 40 % $ 21.3 31 %
Depreciation and amortization 0.2 0 % 0.1 0 %
Stock-based compensation 1.4 1 % 1.2 2 %
Other adjustments - - % - - %
Adjusted OIBDA $ 47.2 42 % $ 22.6 33 %
Consumer Products net revenues increased by
Consumer Products Adjusted OIBDA as a percentage of revenues increased in the current year period as compared to the prior year period. This increase was driven by increased revenues, as discussed above, partially offset by an increase in certain variable costs, including higher costs related to global supply chain constraints.
Corporate
Unallocated corporate general and administrative expenses largely relate to corporate administrative functions, including finance, investor relations, community relations, corporate communications, information technology, legal, human resources and our Board of Directors. The Company does not allocate these general and administrative expenses to its business segments.
Nine Months Ended
September 30,
2022 2021
Reconciliation of Operating Loss to Adjusted OIBDA % of Rev % of Rev
Operating loss $ (131.7) (14) % $ (108.5) (14) %
Depreciation and amortization 17.1 2 % 20.7 3 %
Stock-based compensation 3.2 0 % 2.5 0 %
Other adjustments (1) 19.4 2 % 8.1 1 %
Adjusted OIBDA $ (92.0) (10) % $ (77.2) (10) %
(1)Other adjustments in the current year period include professional fees and severance expenses associated with the investigation by the Special Committee of independent members of the Company's Board of Directors. Other adjustments in the prior year period included severance expenses primarily associated with the combination of WWE's television, digital and studios teams into one organization.
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Corporate Adjusted OIBDA decreased by
Depreciation and Amortization
Nine Months Ended
September 30, Increase
2022 2021 (decrease)
Depreciation and amortization
Depreciation and amortization expense declined by
Interest Expense
Nine Months Ended
September 30, Increase
2022 2021 (decrease)
Interest expense $ 16.4 $ 25.5 (36) %
Interest expense, which relates primarily to interest and amortization
associated with our convertible notes, our real estate and equipment finance
leases, the revolving credit facility and mortgage, declined by
Other Income, Net
Nine Months Ended
September 30, Increase
2022 2021 (decrease)
Other income, net $ - $ 0.7 (100) %
Other income, net is comprised of interest income, gains and losses recorded on
our equity investments, realized translation gains and losses, and rental
income.
Income Taxes
Nine Months Ended
September 30, Increase
2022 2021 (decrease)
Provision for income taxes $ 47.4 $ 34.1 39 %
Effective tax rate 23 % 23 %
The effective tax rate was essentially unchanged in the current year period as compared to the prior year period.
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Liquidity and Capital Resources
We had cash and cash equivalents and short-term investments of
The COVID-19 pandemic has negatively impacted the global economy, disrupted
business operations and created significant volatility and disruption to
financial markets. Significant uncertainty remains as to the potential impact of
COVID-19 and its variants on our operations, and on the global economy as a
whole. While restrictions have lessened and we have resumed our domestic and
international live event touring schedules, the extent and duration of the
pandemic could continue to disrupt global markets and may affect our ability to
generate cash from operations. Additionally, refer to the risk factors
previously disclosed in our Annual Report on Form 10-K/A for the year ended
We believe that our existing cash and cash equivalents and short-term investment
balances, along with cash generated from operations, will be sufficient to meet
our ongoing operating requirements for at least the next twelve months,
inclusive of dividend payments, debt service, content production activities,
planned capital expenditures and for any discretionary repurchase of shares of
our common stock under our approved share repurchase program (see below for
further details). The Company also has available capacity of
During 2021, the Company resumed construction on the build out of its new
headquarter facility. The Company estimates that total capital expenditures
related to the new headquarter facility through 2023 will be approximately
In
As it relates to our Convertible Notes (defined below), which pursuant to the terms are currently convertible, we believe that if note holders elect to convert their notes within the next twelve months, the Company has sufficient means to settle the Convertible Notes using any combination of existing cash and cash equivalents and investment balances, borrowings under our Revolving Credit Facility, cash generated from operations or through the issuance of shares.
Debt Summary and Borrowing Capacity
The Company has
In
In
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obligations due to any other creditors of the Company. As of
Cash Flows from Operating Activities
Cash generated from operating activities was
In the current year period, we spent
As previously announced, a Special Committee of independent members of the
Company's Board of Directors was formed to investigate alleged misconduct by the
Company's former Chairman and Chief Executive Officer,
Our accounts receivable represents a significant portion of our current assets
and relate principally to a limited number of distributors and licensees. At
Cash Flows from Investing Activities
Cash used in investing activities was
Cash Flows from Financing Activities
Cash used in financing activities was
Contractual Obligations
Other than for obligations in the ordinary course of business, there have been no significant changes to our contractual obligations that were previously disclosed in the 2021 10-K/A.
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Application of Critical Accounting Policies
There have been no significant changes to our critical accounting policies that were previously disclosed in the 2021 10-K/A or in the methodology used in formulating these significant judgments and estimates that affect the application of these policies.
Recent Accounting Pronouncements
The information set forth under Note 2 to the Consolidated Financial Statements under the caption "Recent Accounting Pronouncements" is incorporated herein by reference.
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995
This Form 10-Q contains, and oral statements made from time to time by our
representatives may contain, forward-looking statements pursuant to the safe
harbor provisions of the Securities Litigation Reform Act of 1995. Forward
looking statements include statements regarding, our outlook for future
financial results, the impact of recent management changes, the findings of the
investigation conducted by the Special Committee of independent members of our
Board of Directors; our plans to remediate identified material weaknesses in our
disclosure control and procedures and our internal control over financial
reporting, and regulatory, investigative or enforcement inquiries, subpoenas or
demands arising from, related to, or in connection with these matters. In
addition, the words "may," "will," "could," "anticipate," "plan," "continue,"
"project," "intend," "estimate," "believe," "expect," "outlook," "target,"
"goal," "guidance" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
such words. These statements relate to future possible events, as well as our
plans, objectives, expectations and intentions and are not historical facts and
accordingly involve known and unknown risks and uncertainties and other factors
that may cause the actual results or the performance by us to be materially
different from future results or performance expressed or implied by such
forward-looking statements. These forward-looking statements are subject to
uncertainties relating to, without limitation, the departure of
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