UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2009
UNDER ARMOUR, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-33202 | 52-1990078 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1020 Hull Street, Baltimore, Maryland | 21230 | |
| (Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (410) 454-6428
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition. |
On July 28, 2009, Under Armour, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 2009. A copy of Under Armours press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Under Armour has scheduled a conference call for 8:30 a.m. EDT on July 28, 2009 to discuss its financial results, and a portion of the script for that call is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit 99.1: Under Armour, Inc. press release announcing financial results for the second quarter ended June 30, 2009.
Exhibit 99.2 : Portion of conference call script for July 28, 2009 conference call.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNDER ARMOUR, INC. | ||||
| Date: July 28, 2009 | By: |
/s/ BRAD DICKERSON |
||
| Brad Dickerson | ||||
| Chief Financial Officer | ||||
Exhibit 99.1
| Under Armour, Inc. | ||
| 1020 Hull Street | ||
| Baltimore, MD 21230 | ||
| CONTACTS | ||
|
Investors: Alex Pettitt Under Armour, Inc. Tel: 410.454.6578 |
|
|
| Media: | ||
| Diane Pelkey | ||
| Under Armour, Inc. | ||
| Tel: 410.246.5927 | ||
FOR IMMEDIATE RELEASE
UNDER ARMOUR REPORTS SECOND QUARTER 2009 TOP LINE GROWTH OF 5%,
HIGHLIGHTED BY 16% GROWTH IN APPAREL NET REVENUES
| |
Net Revenues Increased 5.1% to $164.6 Million |
| |
Net Income Increased 4.7% to $1.4 Million; Diluted EPS of $0.03 |
| |
Apparel Net Revenues Increased 16.5% to $112.0 Million |
| |
Cash & Cash Equivalents Increased $66.2 Million Year-Over-Year to $79.5 Million at Quarter-End; No Borrowings Outstanding Under $200 Million Revolving Credit Facility |
| |
Inventory Decreased 1.4% to $181.4 Million at Quarter-End |
Baltimore, MD (July 28, 2009) Under Armour, Inc. (NYSE: UA) today announced financial results for the second quarter ended June 30, 2009. Net revenues increased 5.1% in the second quarter of 2009 to $164.6 million compared with net revenues of $156.7 million in the second quarter of 2008. Net income increased 4.7% year-over-year to $1.4 million in the second quarter of 2009. Diluted earnings per share for the second quarter of 2009 was $0.03 on weighted average common shares outstanding of 50.6 million compared with $0.03 per share on weighted average common shares outstanding of 50.3 million in the second quarter of the prior year.
Second quarter apparel net revenues increased 16.5% to $112.0 million compared with $96.2 million in the same period of the prior year, driven by double-digit rate of growth in the Mens, Womens, and Youth apparel businesses. Footwear net revenues in the second quarter of 2009 were $37.5 million compared with net revenues of $46.0 million in the second quarter of 2008. The Company had previously indicated that Training footwear revenues were expected to decline year-over-year in the second quarter of 2009 following the May 2008 launch of Performance Training Footwear. Direct-to-consumer net revenues grew 36.6% year-over-year during the second quarter.
Kevin Plank, Chairman and CEO of Under Armour, Inc., stated, Our results this quarter demonstrate our continued ability to successfully manage our business. We delivered 16% growth in apparel while maintaining our premium price positioning and exerted financial discipline around spending and investments. We are proud of what we have accomplished but will continue to hold ourselves to a higher standard.
For the second quarter, operating income rose 3.3% to $3.4 million compared with $3.3 million in the prior years period. Gross margin for the second quarter of 2009 was 45.1% compared with 45.3% in the prior years quarter. Selling, general and administrative expenses as a percentage of net revenues decreased to 43.0% in the second quarter of 2009 compared with 43.2% in the prior years period. Marketing expense for the second quarter of 2009 was 12.9% of net revenues versus 14.4% in the prior years period.
For the first six months of 2009, net revenues increased 16.1% to $364.6 million compared with $314.0 million in the prior year. Net income for the first six months of 2009 increased 27.2% to $5.4 million compared with $4.2 million in the same period of 2008. Diluted earnings per share for the first six months of 2009 was $0.11 on weighted average common shares outstanding of 50.5 million compared with $0.08 per share on weighted average common shares outstanding of 50.3 million in the prior year.
Balance Sheet Highlights
Cash and cash equivalents increased $66.2 million to $79.5 million at June 30, 2009 compared with $13.3 million at June 30, 2008. The Company had no borrowings outstanding under its $200 million revolving credit facility at June 30, 2009. Net accounts receivable decreased 16.8% to $85.4 million at June 30, 2009 compared with $102.7 million at June 30, 2008. Inventory at quarter-end decreased 1.4% to $181.4 million compared with $183.9 million at June 30, 2008.
Outlook for 2009
Based on improved visibility, the Company is providing an initial outlook for 2009. The Company remains cautious on the outlook for consumer spending for the balance of the year. Based on current projections, the Company anticipates full year net revenues of approximately $810 million. Diluted earnings per share for the year is anticipated to be $0.80 to $0.82. Selling, general, and administrative expenses for 2009 are still expected to grow in the low-teens on a percentage basis year-over-year.
Mr. Plank, concluded, We have a powerful brand that resonates with consumers, a growth platform with enormous long-term opportunity, and a strengthening balance sheet. In 2009, we will continue to make key investments in our growth drivers, increase the level of expertise of our team, and become better operators. An incredible path lies ahead for our brand, and through innovation and execution we will deliver our message of performance to athletes across the globe.
Conference Call and Webcast
The Company will provide additional commentary regarding its second quarter results and 2009 outlook during its earnings conference call today, July 28 th , at 8:30 a.m. ET. The call will be webcast live at http://investor.underarmour.com/events.cfm and will be archived and available for replay approximately three hours after the live event. Additional supporting materials related to the call will also be available at http://investor.underarmour.com . The Companys financial results are also available online at http://investor.underarmour.com/results.cfm .
About Under Armour, Inc.
Under Armour ® (NYSE: UA) is a leading developer, marketer, and distributor of branded performance apparel, footwear, and accessories. The brands moisture-wicking synthetic
fabrications are engineered in many different designs and styles for wear in nearly every climate to provide a performance alternative to traditional natural fiber products. The Companys products are sold worldwide and worn by athletes at all levels, from youth to professional, on playing fields around the globe. The Under Armour global headquarters is in Baltimore, Maryland, with European headquarters in Amsterdams Olympic Stadium, and additional offices in Denver, Hong Kong, Toronto, and Guangzhou, China. For further information, please visit the Companys website at www.underarmour.com .
Forward Looking Statements
Some of the statements contained in this press release constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of operations, our prospects and strategies for future growth, the development and introduction of new products, and the implementation of our marketing and branding strategies. In many cases, you can identify forward-looking statements by terms such as may, will, should, expects, plans, anticipates, believes, estimates, predicts, outlook, potential or the negative of these terms or other comparable terminology. The forward-looking statements contained in this press release reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to: changes in general economic or market conditions that could affect consumer spending and the financial health of our retail customers; our ability to forecast and manage our growth effectively; our ability to effectively develop and launch new or updated products; our ability to accurately forecast consumer demand for our products; our ability to obtain the financing required to grow our business, particularly when credit and capital markets are unstable; increased competition causing us to reduce the prices of our products or to increase significantly our marketing efforts in order to avoid losing market share; changes in consumer preferences or the reduction in demand for performance apparel and other products; reduced demand for sporting goods and apparel generally; loss of key suppliers or manufacturers or failure of our suppliers or manufacturers to produce or deliver our products in a timely or cost-effective manner; our ability to accurately anticipate and respond to seasonal or quarterly fluctuations in our operating results; our ability to effectively market and maintain a positive brand image; the availability, integration and effective operation of management information systems and other technology; and our ability to attract and maintain the services of our senior management and key employees. The forward-looking statements contained in this press release reflect our views and assumptions only as of the date of this press release. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
(Tables Follow)
Under Armour, Inc.
Quarter and Six Months Ended June 30, 2009 and 2008
(Unaudited; in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF INCOME
|
Quarter
Ended 6/30/09 |
% of Net
Revenues |
Quarter
Ended 6/30/08 |
% of Net
Revenues |
Six
Months Ended 6/30/09 |
% of Net
Revenues |
Six
Months Ended 6/30/08 |
% of Net
Revenues |
|||||||||||||||||||||
|
Net revenues |
$ | 164,648 | 100.0 | % | $ | 156,677 | 100.0 | % | $ | 364,648 | 100.0 | % | $ | 314,019 | 100.0 | % | ||||||||||||
|
Cost of goods sold |
90,370 | 54.9 | % | 85,773 | 54.7 | % | 199,819 | 54.8 | % | 168,280 | 53.6 | % | ||||||||||||||||
|
Gross profit |
74,278 | 45.1 | % | 70,904 | 45.3 | % | 164,829 | 45.2 | % | 145,739 | 46.4 | % | ||||||||||||||||
|
Operating expenses |
||||||||||||||||||||||||||||
|
Selling, general and administrative expenses |
70,897 | 43.0 | % | 67,630 | 43.2 | % | 153,552 | 42.1 | % | 138,166 | 44.0 | % | ||||||||||||||||
|
Income from operations |
3,381 | 2.1 | % | 3,274 | 2.1 | % | 11,277 | 3.1 | % | 7,573 | 2.4 | % | ||||||||||||||||
|
Interest expense, net |
(583 | ) | (0.4 | )% | (297 | ) | (0.2 | )% | (1,443 | ) | (0.4 | )% | (387 | ) | (0.1 | )% | ||||||||||||
|
Other income (expense), net |
(362 | ) | (0.2 | )% | (489 | ) | (0.3 | )% | (349 | ) | (0.1 | )% | 111 | 0.0 | % | |||||||||||||
|
Income before income taxes |
2,436 | 1.5 | % | 2,488 | 1.6 | % | 9,485 | 2.6 | % | 7,297 | 2.3 | % | ||||||||||||||||
|
Provision for income taxes |
997 | 0.6 | % | 1,113 | 0.7 | % | 4,084 | 1.1 | % | 3,052 | 0.9 | % | ||||||||||||||||
|
Net income |
$ | 1,439 | 0.9 | % | $ | 1,375 | 0.9 | % | $ | 5,401 | 1.5 | % | $ | 4,245 | 1.4 | % | ||||||||||||
|
Net income available per common share |
||||||||||||||||||||||||||||
|
Basic |
$ | 0.03 | $ | 0.03 | $ | 0.11 | $ | 0.09 | ||||||||||||||||||||
|
Diluted |
$ | 0.03 | $ | 0.03 | $ | 0.11 | $ | 0.08 | ||||||||||||||||||||
|
Weighted average common shares outstanding |
||||||||||||||||||||||||||||
|
Basic |
49,726 | 48,999 | 49,573 | 48,916 | ||||||||||||||||||||||||
|
Diluted |
50,577 | 50,280 | 50,503 | 50,265 | ||||||||||||||||||||||||
NET REVENUES BY PRODUCT CATEGORY
|
Quarter
Ended 6/30/09 |
Quarter
Ended 6/30/08 |
% Change |
Six
Months Ended 6/30/09 |
Six
Months Ended 6/30/08 |
% Change | |||||||||||||
|
Apparel |
$ | 112,040 | $ | 96,207 | 16.5 | % | $ | 244,279 | $ | 225,395 | 8.4 | % | ||||||
|
Footwear |
37,496 | 45,966 | (18.4 | )% | 94,427 | 62,564 | 50.9 | % | ||||||||||
|
Accessories |
7,012 | 7,272 | (3.6 | )% | 12,788 | 13,368 | (4.3 | )% | ||||||||||
|
Total net sales |
156,548 | 149,445 | 4.8 | % | 351,494 | 301,327 | 16.6 | % | ||||||||||
|
Licensing revenues |
8,100 | 7,232 | 12.0 | % | 13,154 | 12,692 | 3.6 | % | ||||||||||
|
Total net revenues |
$ | 164,648 | $ | 156,677 | 5.1 | % | $ | 364,648 | $ | 314,019 | 16.1 | % | ||||||
Under Armour, Inc.
As of June 30, 2009, December 31, 2008 and June 30, 2008
(Unaudited; in thousands)
CONDENSED CONSOLIDATED BALANCE SHEETS
|
As of
6/30/09 |
As of
12/31/08 |
As of
6/30/08 |
|||||||
|
Assets |
|||||||||
|
Cash and cash equivalents |
$ | 79,542 | $ | 102,042 | $ | 13,325 | |||
|
Accounts receivable, net |
85,421 | 81,302 | 102,659 | ||||||
|
Inventories |
181,365 | 182,232 | 183,909 | ||||||
|
Prepaid expenses and other current assets |
23,621 | 18,023 | 20,707 | ||||||
|
Deferred income taxes |
15,942 | 12,824 | 12,599 | ||||||
|
Total current assets |
385,891 | 396,423 | 333,199 | ||||||
|
Property and equipment, net |
74,753 | 73,548 | 66,010 | ||||||
|
Intangible assets, net |
6,724 | 5,470 | 5,697 | ||||||
|
Deferred income taxes |
10,071 | 8,687 | 8,377 | ||||||
|
Other non-current assets |
4,265 | 3,427 | 4,170 | ||||||
|
Total assets |
$ | 481,704 | $ | 487,555 | $ | 417,453 | |||
|
Liabilities and Stockholders Equity |
|||||||||
|
Revolving credit facility |
$ | | $ | 25,000 | $ | 5,000 | |||
|
Accounts payable and accrued expenses |
99,465 | 98,340 | 86,402 | ||||||
|
Current maturities of long term debt |
8,276 | 7,433 | 7,800 | ||||||
|
Other current liabilities |
460 | 2,337 | 474 | ||||||
|
Total current liabilities |
108,201 | 133,110 | 99,676 | ||||||
|
Long term debt, net of current maturities |
12,057 | 13,158 | 16,775 | ||||||
|
Other long term liabilities |
13,778 | 10,190 | 10,151 | ||||||
|
Total liabilities |
134,036 | 156,458 | 126,602 | ||||||
|
Total stockholders equity |
347,668 | 331,097 | 290,851 | ||||||
|
Total liabilities and stockholders equity |
$ | 481,704 | $ | 487,555 | $ | 417,453 | |||
Exhibit 99.2
Under Armour: Second Quarter 2009 Earnings Call (Brad Dickerson)
Thanks, David. With Kevin and David having taken you through some highlights and strategies for our business, I would now like to spend some time on our second quarter financial results.
This quarter illustrates the financial discipline we have developed within the organization. We managed our costs effectively, continued to invest in critical areas of our business, and strengthened our balance sheet. These are all keys to putting us on a path to drive long-term value creation.
Our net revenues for the second quarter of 2009 increased 5% to $164.6 million. Year-to-date, net revenues are up 16% to $364.6 million. Apparel net revenues increased 16% during the quarter, bringing our year-to-date growth rate in apparel to 8%.
As mentioned earlier, the Training footwear business was planned down in 2009 with the addition of Running footwear. During the second quarter of 2009, we anniversaried our May 2008 trainer launch, which as anticipated, offset much of the growth in other areas. As a result, footwear net revenues decreased year-over-year in the second quarter. For the first six months of 2009, footwear revenues were up 51%.
Second quarter gross margins were 45.1% compared with 45.3% in the prior years quarter. There were several puts and takes that impacted gross margin.
| |
First, in order to prudently manage our excess inventory, we increased our apparel liquidations sales above historical rates, impacting our year-over-year gross margin. These liquidation sales still represent a very small portion of revenues and allow us to profitably sell excess apparel inventory while helping to free up working capital, which we feel is important in the current environment. |
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| |
In addition, as David discussed earlier, with more visibility to our running footwear performance, we increased our reserves for footwear allowances and returns in the second quarter. |
| |
Finally, these items were offset by improvements in apparel product margins as well as the strong net revenue growth in our higher margin direct-to-consumer business. |
Similar to the proficiency we have achieved in apparel, we believe that experience gained in newer businesses such as footwear as well as optimization of product engineering and sourcing will allow us to offset some of these factors long-term.
SG&A as a percentage of net revenues decreased to 43.0% in the second quarter of 2009 compared with 43.2% in the prior years period. As a percentage of net revenues, marketing declined to 12.9% in the second quarter compared with 14.4% in the prior year. Partially offsetting this were selling expenses which deleveraged due to the continued expansion of our direct to consumer channel.
Operating income during the second quarter increased 3% to $3.4 million compared with $3.3 million in the prior year.
Our effective income tax rate in the second quarter was 40.9% compared with 44.7% in the second quarter of 2008 due to certain one-time items recorded during the current year quarter. We are projecting our annual 2009 effective tax rate to be approximately 100 basis points improved from our 2008 effective tax rate of 45.3%.
Our resulting net income in the second quarter rose 5% to $1.4 million. Second quarter diluted earnings per share remained at $0.03.
Year to date our EPS is $0.11 compared to $0.08 in the prior year. Please note the Company adopted a mandatory EPS accounting rule in 2009, which retroactively reduced our EPS for the first six months of 2008 from $0.09, as reported last year, to $0.08.
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Our balance sheet continues to strengthen and our efforts to protect our liquidity are paying off. Total cash and cash equivalents at quarter-end increased $66.2 million to $79.5 million compared with $13.3 million at June 30, 2008. Cash, net of debt, increased to $59.2 million at quarter-end compared with net debt of $16.3 million at June 30, 2008. We currently have no borrowings outstanding on our $200 million credit facility.
Net accounts receivable decreased 17% on a year-over-year basis, which was significantly below our net revenue growth for the quarter. In addition to the strong performance of our collections team, part of the improvement in A/R came from the higher mix of direct-to-consumer sales and a year-over-year increase in the allowance for doubtful accounts.
Inventory at quarter-end decreased 1.4% to $181.4 million compared with $183.9 million at June 30, 2008. In addition to improved inventory management processes, our inventory balance at quarter end benefited from the apparel liquidation sales mentioned earlier, strong performance of our outlet stores and an increased level of direct shipments related to footwear. We expect our inventory growth to be below revenue growth in the 4 th quarter of 2009.
We are pleased with the stabilization of our inventory growth over the past several quarters, but longer term, we will continue to strive for improved inventory turns to strengthen our cash position and working capital.
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Our investment in capital expenditures in the second quarter was $4.5 million, bringing our year-to-date cap-ex investment to $13.2 million. We continue to anticipate 2009 cap-ex to be in the range of $30-$35 million, below the $41 million invested in 2008.
Summing up the balance sheet, invested capital net of cash decreased year-over-year while we still achieved double digit top line growth for the first half. This is another indication of our improved inventory management and points to the opportunities in our balance sheet for greater efficiency.
We now have improved visibility to our business, and as such, we would like to provide an initial outlook for 2009. It is important to note that we remain cautious on the remainder of the year, and our outlook assumes that there is neither a material improvement or deterioration in consumer spending trends.
With a great deal of back half consumer activity centered on the upcoming back-to-school and holiday seasons, much remains to be seen. However, with our current level of bookings and trends in our at-once business, we are estimating full year net revenues of approximately $810 million in 2009. In addition, as discussed last quarter, we do not anticipate back half revenues in 2009 to be as heavily skewed towards the third quarter as they were in 2008.
Full year gross margins are anticipated to be down year-over-year due to a number of factors:
| |
First, a majority of our top line growth is anticipated to come from our lower margin footwear business in 2009 |
| |
Second, as discussed earlier, we are recognizing a higher amount of reserves year-over-year related to our running footwear |
| |
And third, there is the impact of the increased apparel liquidation sales to third parties |
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Apparel liquidation and anticipated footwear reserves will have a pronounced impact on third quarter gross margins. However, assuming continued strength in our direct-to-consumer business, fourth quarter gross margins are expected to be at least flat year-over-year.
We are still planning 2009 SG&A dollars to grow in the low-teens on a percentage basis year-over-year and do not anticipate any significant change in the timing of our SG&A spend as compared to 2008. For the full year, we continue to expect to invest in marketing in the range of 12% to 13% of net revenues.
Based on our current top line projections, gross margin direction and planned SG&A, diluted EPS for the full year 2009 is currently expected to be $0.80 to $0.82.
We maintain a cautious view on the consumer spending environment, and we will continue to focus on effective cost management and liquidity. Combining such diligence with powerful brand equity and a compelling growth platform will strengthen our ability to be a growth company balanced with greater profitability.
Forward Looking Statements
Some of the statements contained in this script constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of operations, our prospects and strategies for future growth, the development and introduction of new products, and the implementation of our marketing and branding strategies. In many cases, you can identify forward-looking statements by terms such as may, will, should, expects, plans, anticipates, believes, estimates, predicts, outlook, potential or the negative of these terms or other comparable terminology. The forward-looking statements contained in this script reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to: changes in general economic or market conditions that could affect consumer spending and the financial health of our retail customers; our ability to forecast and manage our growth effectively; our ability to effectively develop and launch new or updated products; our ability to accurately forecast consumer demand for our products; our ability to obtain the financing required to grow our business, particularly when credit and capital markets are unstable; increased competition causing us to reduce the prices of our products or to increase significantly our marketing efforts in order to avoid losing market share; changes in consumer preferences or the reduction in demand for performance apparel and other products; reduced demand for sporting goods and apparel generally; loss of key suppliers or manufacturers or failure of our suppliers or manufacturers to produce or deliver our products in a timely or cost-effective manner; our ability to accurately anticipate and respond to seasonal or quarterly fluctuations in our operating results; our ability to effectively market and maintain a positive brand image; the availability, integration and effective operation of management information systems and other technology; and our ability to attract and maintain the services of our senior management and key employees. The forward-looking statements contained in this script reflect our views and assumptions only as of the date of this script. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
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