19 September 2024
ENGAGE XR
Holdings Plc
("ENGAGE
XR", the "Company", or the "Group")
Unaudited Interim
Results
ENGAGE XR Holdings Plc, a leading
Metaverse / Spatial Computing technology company, is pleased
to announce its unaudited interim results
for the six months ended 30 June 2024.
Financial Highlights:
·
Revenue of c.€2.2 million, up 5% (H1 2023: €2.1
million) with €0.8m of contracted revenue
due to be recognised in the second half
·
In addition, as at 30 June 2024 the Group had
€0.8m of contracted revenue that is due to be recognised in the
latter part of the current financial year
·
ENGAGE revenue of c.€2.1 million, up 11% (H1 2023:
€1.9m)
·
Gross margin in H1 2024 down 4% to 89% (H1 2023:
93%), due to one-off hardware purchases for a key customer in early
2024
·
EBITDA loss was €1.8m (H1 2023: loss of
€2.2m)
·
Loss before tax was €1.8m, in line with
management's expectations, compared to a loss in H1 2023 of
€2.2m
·
Cash balance at 30 June 2024 of €5.5m (31 December
2023: €7.9m)
Operational Highlights:
·
ENGAGE's total licensed Education and Enterprise
users grew to approximately 18,000 users (31 December 2023:
c.15,000)
·
The Group signed a seven-figure contract with a
large Middle East-based company Working in partnership with PWC
Middle East, ENGAGE XR is developing a private MetaWorld to deliver
language learning programmes and professional
development.
·
The Group agreed six-figure contracts with Bank of
America, and world leading private educational provider
InspiredED, to extend existing
relationships
·
In March 2024, the Group announced the launch of
the "School of AI" a new offering that creates an immersive
learning environment, in which students can speak to notable
figures of history, powered by AI. School of AI is expected to roll
out in September
Post-period end
Highlight:
·
Karthik Manimozhi became the Group's non-Executive
Chairman from 1 July 2024
Outlook
·
The Group signed a six figure renewal with Optima
Ed, a US based Education organisation with a 400% increase in
license numbers
·
Release of AI Bot Builder and School of AI
driving pipeline growth and a key focus for new
and renewing customers.
·
The Company continues to see positive engagement
with potential customers with a strong pipeline of opportunities,
particularly in North America and the Middle East;
·
The Company remains focused on deepening its
relationships with its platform partners such as Meta.
David Whelan, CEO of ENGAGE XR,
said: "ENGAGE XR has delivered a resilient
performance in the first half, despite a continued reduction in
global spending on remote events and immersive marketing,
post-lockdown. We have made good progress within the Corporate
Learning & Development sectors, validated by new deals with
Bank of America, and a large Middle Eastern enterprise, via
PwC, to develop a private MetaWorld for them.
"With the additional contracted
revenue yet to be recognised and the strength of the pipeline, the
Board remains confident about delivering against its expectations
for the year. Looking further ahead, as platform partners,
such as Meta and Lenovo, look to build recurring revenues in the
education, training and development sectors, we are confident that
ENGAGE XR is in a prime position to capitalise on this nascent, but
growing market."
Investor Meet Company Presentation
CEO David Whelan and CFO Séamus
Larrissey will provide a live presentation relating to the Group's
interim results via the Investor Meet Company platform on 19
September 2024 at 09:00am (BST).
The presentation is open to all
existing and potential shareholders. Questions can be submitted
pre-event via your Investor Meet Company dashboard up until 9:00am
the day before the meeting or at any time during the live
presentation.
Investors can sign up to Investor
Meet Company for free and add to meet ENGAGE XR Holdings Plc
via:
https://www.investormeetcompany.com/engage-xr-holdings-plc/register-investor
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation and the Directors of the Company
are responsible for the release of this
announcement.
- Ends -
For
further information, please contact:
ENGAGE XR Holdings Plc
David Whelan, CEO
Séamus Larrissey, CFO
Sandra Whelan, COO
|
Tel: +353
87 665 6708
info@engagexr.co
|
finnCap Ltd (Nominated Adviser &
Broker)
Marc Milmo / Seamus Fricker /
(Corporate finance)
Sunila de Silva (ECM)
|
Tel: +44
(0) 20 7220 0500
|
SEC
Newgate (Financial
Communications)
Robin Tozer / Tom Carnegie / Naz
Zandi
|
Tel: +44
(0)7540 106 366
engage@secnewgate.co.uk
|
About ENGAGE XR
ENGAGE XR Holdings plc (AIM: EXR) is
a leading Metaverse / Spatial Computing technology
company focused on
becoming a leading global provider of virtual communications
solutions through its new fully featured corporate metaverse,
ENGAGE Link. A demonstration can be viewed here:
ENGAGE The
Spatial Computing Platform for Enterprise
The Company also has a proprietary
software platform, ENGAGE. ENGAGE provides users with a platform
for creating, sharing, and delivering VR content for education,
training, and online events through its three solutions: Virtual
Campus, Virtual Office, and Virtual Events.
For further information, please
visit: www.engagexrholdings.com (LinkedIn: @Engage XR Holdings plc
Twitter: @engage_xr)
Chief Executive's
Review
Overview
Our progress in the first half of
2024 resulted from more traction within the corporate education,
training and development sectors. This continues the trend we saw
in 2023, with these sectors being the primary sources of
growth.
Notably, we signed a seven-figure
contract with a major Middle Eastern enterprise in the corporate
education, training, and development sector. Working alongside PwC
Middle East, we are developing a private MetaWorld for the
enterprise to support language learning and professional
development.
Furthermore, we expanded our
relationship with Bank of America, securing an additional
six-figure contract that builds on our 2023 agreement, and
reinforces our partnership. The additional work using the ENGAGE
platform focuses on employee onboarding and continued platform
development (further details
here)
We also extended our collaboration
with InspiredED, a leading global education provider, with a new
mid-six-figure contract for education licenses to a portion of
their 80,000 students worldwide. This represents a ten-fold
increase in contracted revenue with InspiredEd, highlighting the
scalability of our platform and the growing demand for immersive
learning solutions in the global education sector.
In the period, ENGAGE's total
licensed Education and Enterprise users grew to approximately
18,000 users (31 December 2023: c.15,000)
Product Development
In March 2024, we launched the
"School of AI" to a select group of educational clients. ENGAGE
XR's educational clients include the Kentucky Department of
Education, Optima Domi, and Lobaki.
This innovative product leverages
conversational and generative AI to create immersive environments
where students can interact with historical figures in authentic
historic locations, such as Marie Curie's lab or the Hall of
Independence with Benjamin Franklin.
School of AI will be available on
all leading VR/AR devices, PCs, Phones and Tablets, with 12
AI-powered characters, including Neil Armstrong, Rosa Parks, and
Nikola Tesla, available on release, with more arriving later this
year.
A full roll-out is scheduled later
this month, further strengthening our educational
offering. (more details
here)
Board & Committee Changes
In a notable post-period
development, we welcomed Karthik Manimozhi as the Group's new
non-Executive Chairman, effective from 1 July 2024. Karthik is a
distinguished global executive renowned for orchestrating three
separate billion-dollar exits, securing over $250M in capital, and
scaling multi-billion-dollar SAAS software revenues. A proven
rainmaker, he has demonstrated exceptional skill in scaling tech
ventures, driving innovation, and fostering collaboration. His
appointment marks a significant step forward for the company as we
continue to scale.
As Chair, Karthik replaces Richard
Cooper, who had headed the Board since the Group's IPO. Richard
remains on the
board as Senior Independent Director, Chair of the Audit
Committee and a member of the Remuneration
Committee. Alongside his role as Chair
of the ENGAGE XR Board, Karthik is
also Chair of the Company's Nominations
Committee, alongside Richard Cooper and Marc Metis.
Marc joined the Board as the representative of HTC
which owns 11.96% of the total issued share capital of ENGAGE XR.
Marc replaced Praveen Gupta who served as non-Executive
director from 6 July 2020 to 8 December 2023, until he retired from
HTC.
Furthermore, Kenny Jacobs,
Non-executive director, replaced Richard as Chair of the
Remuneration Committee.
Following the appointment of both
Karthik and Marc, the ENGAGE XR board comprises seven directors, of
which Karthik Manimozhi, Richard Cooper and Kenny Jacobs are
considered to be independent.
Outlook
Looking ahead, despite a cautious
environment as enterprises reduce spending on immersive marketing
post-lockdown, I am confident in our ability to continue delivering
value in the Corporate Learning & Development sector. Our
recent successes with Bank of America and the Middle Eastern
enterprise highlight our strong market position.
With our platform partners such as
Meta and Lenovo expanding their focus on recurring revenue in
education, training, and development, ENGAGE XR is well-positioned
to take advantage of the growing demand for immersive learning
solutions.
With a strong pipeline within North
America and the Middle East, I remain optimistic about the future,
and confident in our ability to meet our goals for the
year.
David Whelan
Chief Executive Officer
19
September 2024
Financial
Review
Revenue for the half year is up 5%
on the prior half year to €2.2m (H1 2023: €2.1m), driven by a
continued acceleration in revenue from the ENGAGE
platform.
ENGAGE revenue as a percentage of
total revenue grew significantly in the period and comprised 95% of
total revenue in the period (H1 2023: 91%).
ENGAGE revenue from Education
customers grew in the period to €0.8 million (H1 2023: €0.4m)
driven by significant renewals in the period and new customer wins
primarily in North America and UK.
ENGAGE revenue from Enterprise grew
in the period to €0.9 million (H1 2023: €0.6m) driven predominantly
by the large contract in the Middle East and continued traction
with our customers in North America. A further €0.8 million of
contracted Enterprise revenue was recorded in the period which is
expected to be recognised in the latter part of the current
financial year.
ENGAGE revenue from Content and
Events fell to €0.4m (H1 2023: €0.9m) in line with management
expectations as the Group's focus was centred on renewing license
revenue from Enterprise and Education customers.
EBITDA loss was €1.8m (H1 2023: loss of €2.1m). The primary cost
driver for the EBITDA loss is salary and associated costs,
currently approximately €0.5m per month.
Gross margin in H1 2024 down 4% to
89% (H1 2023: 93%), due to one-off hardware purchases for a key
customer.
Loss before tax was €1.8m, in line with management expectations, compared to a
loss in the prior year of €2.2m.
The combination of operating
cashflows and capital expenditure in H1 2024 were €2.3m compared to
€2.8m in H1 2023. The cash balance at 30
June 2023 was €5.5m (30 June 2023: €9.4m). The management team are
fully focused on managing the cash position of the Group and remain
very cost conscious as the Group focuses on delivering cash flow
profitability in the future.
Séamus Larrissey
Chief Financial Officer
19
September 2024
Consolidated Statement of Comprehensive
Income
For
the six months ended 30 June 2024
|
Note
|
Unaudited
Six months
ended
30 June
2023
€
|
Unaudited
Six
months
ended
30 June
2023
€
|
Continuing Operations
|
|
|
|
|
|
|
|
Revenue
|
|
2,206,780
|
2,075,015
|
Cost of Sales
|
|
(251,643)
|
(139,080)
|
|
|
|
|
Gross Profit
|
|
1,955,137
|
1,935,935
|
|
|
|
|
|
|
|
|
Administrative Expenses
|
|
(3,894,365)
|
(4,149,813)
|
|
|
|
|
Operating Loss
|
|
(1,939,228)
|
(2,213,878)
|
|
|
|
|
Finance Costs
|
|
(1,779)
|
(876)
|
Finance Income
|
|
125,461
|
27,112
|
|
|
|
|
Loss before Income Tax
|
|
(1,815,546)
|
(2,187,642)
|
|
|
|
|
Income Tax Credit
|
|
-
|
-
|
|
|
|
|
Loss for the Year from continuing operations
|
|
(1,815,546)
|
(2,187,642)
|
Loss per share
|
|
|
|
Basic from continuing
operations
|
4
|
(0.003)
|
(0.005)
|
|
|
|
|
Consolidated Statement of Financial Position
As
at 30 June 2024
|
Note
|
Unaudited
as at
30 June
2023
€
|
Unaudited
as
at
30 June
2023
€
|
Audited
as
at
31 Dec
2023
€
|
Non-Current Assets
|
|
|
|
|
Property, Plant &
Equipment
|
|
100,630
|
103,976
|
123,728
|
Intangible Assets
|
2
|
-
|
12,298
|
-
|
|
|
100,630
|
116,274
|
123,728
|
|
|
|
|
|
Current Assets
|
|
|
|
|
Trade and other
receivables
|
|
1,744,012
|
1,444,904
|
1,195,333
|
Cash and short-term
deposit
|
|
5,524,869
|
9,446,893
|
7,911,079
|
|
|
7,268,881
|
10,891,797
|
9,106,412
|
|
|
|
|
|
Total Assets
|
|
7,369,511
|
11,008,071
|
9,230,140
|
|
|
|
|
|
Equity and Liabilities
|
|
|
|
|
|
|
|
|
|
Equity Attributable to Shareholders
|
Issued share capital
|
5
|
524,826
|
524,826
|
524,826
|
Share premium
|
5
|
43,910,062
|
43,910,062
|
43,910,062
|
Other reserves
|
|
(12,219,118)
|
(12,346,163)
|
(12,292,523)
|
Retained earnings
|
|
(25,430,276)
|
(21,748,294)
|
(23,614,730)
|
|
|
|
|
|
Total Equity
|
|
6,785,494
|
10,340,431
|
8,527,635
|
|
|
|
|
|
Non-Current Liabilities
|
|
|
|
|
Operating lease
liabilities
|
|
8,176
|
19,076
|
34,540
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
Trade and other payables
|
|
523,113
|
634,080
|
615,237
|
Operating lease
liabilities
|
|
52,728
|
14,484
|
52,728
|
|
|
575,841
|
648,564
|
667,965
|
|
|
|
|
|
Total Liabilities
|
|
584,017
|
667,640
|
702,505
|
|
|
|
|
|
Total Equity and Liabilities
|
|
7,369,511
|
11,008,071
|
9,230,140
|
|
|
|
|
|
Consolidated Statement of Cash Flows
For
six month period ended 30 June 2024
|
Note
|
Unaudited
Six
months
ended
30
June
2024
€
|
Unaudited
Six
months
ended
30
June
2023
€
|
Cash Flows from Operating Activities
|
|
|
|
Loss before income tax
|
|
(1,815,546)
|
(2,187,642)
|
Adjustments to reconcile loss before
tax to net cash flows:
|
|
|
|
Depreciation
|
|
44,894
|
40,246
|
Amortisation
|
|
-
|
27,194
|
Finance Income
|
|
(125,461)
|
(27,112)
|
Finance Costs
|
|
1,779
|
876
|
Share Option Expense
|
|
73,406
|
7,939
|
Movement in Trade & Other
Receivables
|
|
(548,679)
|
(78,922)
|
Movement in Trade & Other
Payables
|
|
(92,124)
|
(588,408)
|
|
|
(2,461,731)
|
(2,805,829)
|
Bank interest & other charges
paid
|
|
(1,779)
|
(876)
|
Bank interest received
|
|
125,461
|
27,112
|
|
|
|
|
Net
cash used in operating activities
|
|
(2,338,049)
|
(2,779,593)
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
Purchases of property, plant &
equipment
|
|
(21,795)
|
(15,435)
|
|
|
|
|
Net
cash used in investing activities
|
|
(21,795)
|
(15,435)
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
Proceeds from issuance of ordinary
shares
|
5
|
-
|
10,039,778
|
Payment of operating lease
liabilities
|
|
(26,366)
|
(7,026)
|
|
|
|
|
Net
cash (used)/generated from financing activities
|
|
(26,366)
|
10,032,752
|
|
|
|
|
Net
(decrease)/increase in cash and cash equivalents
|
|
(2,386,210)
|
7,237,724
|
|
|
|
|
Cash and cash equivalents at
beginning of period
|
|
7,911,079
|
2,209,169
|
|
|
|
|
Cash and cash equivalents at the end of
period
|
|
5,524,869
|
9,446,893
|
|
|
|
|
Notes to the Interim Report
1.
Basis of Preparation
The consolidated interim financial
statements have been prepared in accordance with the recognition
and measurement principles of International Financial Reporting
Standards as endorsed by the European Union ("IFRS") and expected
to be effective at the year-end of 31 December 2024.
The accounting policies are
unchanged from the financial statements for the year ended 31
December 2023. The interim financial statements are unaudited and
do not constitute statutory accounts within the meaning of Section
434 of the Companies Act 2006. Statutory accounts for the
year ended 31 December 2023, prepared in accordance with IFRS, have
been filed with the Companies Registration Office. The
Auditors' Report on these accounts was unqualified.
The consolidated interim financial
statements are for the 6 months to 30 June 2024.
The interim consolidated financial
information does not include all the information and disclosures
required in the annual financial statements and should be read in
conjunction with the Group's annual financial statements for the
year ended 31 December 2023, which were prepared in accordance with
IFRS's as adopted by the European Union.
2.
Summary of Significant Accounting Policies
New
standards, interpretations and amendments adopted by the
Company
No new standards or amendments have
been adopted for the first time in these financial
statements.
Intangible Assets
Research costs are expensed as they
are incurred. Development costs that are directly
attributable to the design and testing of identifiable and unique
commercial software controlled by the Company are recognised as
intangible assets when the following criteria are met:
-
it is technically feasible to complete the software product so that
it will be available for use and sale;
-
management intends to complete the software product and use or sell
it;
-
there is an ability to use or sell the software product;
-
it can be demonstrated how the software product will generate
future economic
benefits;
-
adequate technical, financial, and other resources to complete the
development and use or
-
sell the software product are available; and
-
the expenditure attributable to the software product during its
development can be reliably
-
measured.
Directly attributable costs that are
capitalised as part of the software product include the software
development employee costs and subcontracted development
costs.
Other development expenditure that
does not meet these criteria is recognised as an expense as
incurred.
Development costs previously
recognised as an expense are not recognised as an asset in a
subsequent period.
Computer software development costs
recognised as assets are amortised over their estimated useful
lives, which do not exceed 3 years and commences after the
development is complete and the asset is available for use.
Intangible assets are amortised over their estimated useful
lives based on the pattern of consumption of the underlying
economic benefits. Amortisation is included in
'Administrative Expenses'.
2.
Intangible Assets
|
Software
in
development
Costs
€
|
Total
€
|
Cost or Valuation
|
|
|
At 1 January 2024
|
2,136,231
|
2,136,231
|
Additions
|
-
|
-
|
|
|
|
At
30 June 2024
|
2,136,231
|
2,136,231
|
|
|
|
|
|
|
Amortisation
|
|
|
At 1 January 2024
|
2,123,933
|
2,123,933
|
Charge
|
-
|
-
|
|
|
|
At
30 June 2024
|
2,123,933
|
2,123,933
|
|
|
|
At 30 June 2024
At 31 December 2023
|
-
-
|
-
-
|
|
|
|
|
Software
in
development
Costs
€
|
Total
€
|
Cost or Valuation
|
|
|
At 1 January 2023
|
2,136,231
|
2,136,231
|
Additions
|
-
|
-
|
|
|
|
At
30 June 2023
|
2,136,231
|
2,136,231
|
|
|
|
|
|
|
Amortisation
|
|
|
At 1 January 2023
|
2,096,739
|
2,096,739
|
Charge
|
27,194
|
27,194
|
|
|
|
At
30 June 2023
|
2,123,933
|
2,123,933
|
|
|
|
At 30 June 2023
At 31 December 2022
|
12,298
39,492
|
12,298
39,492
|
The software being developed relates
to the creation of three virtual reality experiences and an online
virtual learning and corporate training platform.
ENGAGE is an online virtual learning
and corporate training platform currently in development by the
Company. A desktop version was released in December 2018 and the
mobile version was released in December 2019. Amortisation
commenced when the mobile version launched.
Amortisation expense of €Nil (H1
2022: €27,194) has been charged in 'Administrative
Expenses'.
3.
Share Based Payments
Share-based payment schemes with employees
Following the successful completion
of the equity placing in H1 2023, the Remuneration Committee
evaluated appropriate solutions to put in place suitable
longer-term incentives aimed at aligning the interests of employees
and shareholders. The option grant also assists with the retention
and motivation of key employees of the Company as the Company looks
to deliver against the strategic opportunity outlined at the time
of the placing. The Options will provide the potential for rewards
only if shareholders benefit from sustained growth in shareholder
value over the coming years.
New Scheme
Under this new option grant there
were 38,493,393 employee options granted during H2 2023 at an
exercise price of €0.046 per share. The Options were granted at a
price of GBP£0.04 each (€0.046) and cannot be exercised for at
least three years from the date of grant (other than on a change of
control).
The Options have performance
criteria linked to the future share price performance of the
Company with:
- One
third of the Options being capable of exercise if the five day
volume-weighted average price preceding the date of such exercise
was 12 pence or higher; and
- One
third of the Options being capable of exercise if the five day
volume-weighted average price preceding the date of such exercise
was 16 pence or higher; and
- One
third of the Options being capable of exercise if the five day
volume-weighted average price preceding the date of such exercise
was 20 pence or higher.
The Options will vest in full on a
change of control provided a minimum price threshold of 10 pence
per share is met. Options expire at the end of a period of 7 years
from the Grant Date or on the date on which the option holder
ceases to be an employee.
The movement in employee share
options under the new option grant and weighted average exercise
prices are as follows for the reporting periods
presented:
|
2023 Scheme
|
|
Half-Year
2024
|
Half-Year
2023
|
|
|
|
At
1 January
|
38,493,393
|
-
|
Granted during period
|
200,000
|
-
|
Forfeited during period
|
(250,000)
|
-
|
At
30 June
|
38,443,393
|
-
|
|
|
|
|
|
|
Options outstanding at 30 June
|
|
|
Number of shares
|
38,443,393
|
-
|
Weighted average remaining
contractual life
|
6.10
|
-
|
Weighted average exercise price per
share
|
€0.046
|
-
|
Range of exercise price
|
€0.046
|
-
|
|
|
|
Exercisable at 30 June
|
|
|
Number of shares
|
-
|
-
|
Weighted average exercise price per
share
|
-
|
-
|
|
|
|
|
|
|
|
Old Scheme
There were no employee options
granted under the old scheme during H1 2024 (H1 2023: Nil). Options
expire at the end of a period of 7 years from the Grant Date or on
the date on which the option holder ceases to be an
employee.
Share-based payment expense with Directors
There were no share options granted
during H1 2024 (H1 2023: Nil) to Directors.
The movement in employee share
options and weighted average exercise prices are as follows for the
reporting periods presented:
|
2018 Scheme
|
|
|
Half-Year
2024
|
Half-Year
2023
|
|
|
|
At
1 January
|
3,585,080
|
4,404,127
|
Granted during period
|
-
|
-
|
Forfeited during period
|
-
|
(248,148)
|
At
30 June
|
3,585,080
|
4,155,979
|
|
|
|
|
|
|
Options outstanding at 30 June
|
|
|
Number of shares
|
3,585,080
|
4,155,979
|
Weighted average remaining
contractual life
|
0.85
|
1.10
|
Weighted average exercise price per
share
|
€0.022
|
€0.041
|
Range of exercise price
|
€0.0001 -
€0.135
|
€0.0001 -
€0.20
|
|
|
|
Exercisable at 30 June
|
|
|
Number of shares
|
3,585,080
|
2,670,265
|
Weighted average exercise price per
share
|
€0.022
|
€0.029
|
|
|
|
|
|
| |
The expense recognised in respect of
employee share based payment expense and credited to the share
based payment reserve in equity was €73,405 (H1 2023:
€7,939)
4.
Loss per share
Loss attributable to equity holders of the
Group:
|
Unaudited
Six months
ended
30 June
2024
€
|
Unaudited
Six
months
ended
30
June
2023
€
|
|
|
|
Continuing Operations
|
(1,815,546)
|
(2,187,642)
|
|
|
|
Weighted average number of shares
for Basic EPS
|
524,826,146
|
446,584,479
|
|
|
|
|
|
|
Basic loss per share from continuing
operations
|
(0.003)
|
(0.005)
|
|
|
|
5.
Share Capital
|
Number of
shares
|
Ordinary
shares
|
Share
premium
|
Total
|
|
|
€
|
€
|
€
|
|
|
|
|
|
At 1 January 2024 and 30 June
2024
|
524,826,146
|
524,826
|
43,910,062
|
44,434,888
|
Forward-Looking Statements
Certain statements made in this
announcement are forward-looking statements. These forward-looking
statements are not historical facts but rather are based on the
Company's current expectations, estimates, and projections about
its industry; its beliefs; and assumptions. Words such as
'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,'
'estimates,' and similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties, and other factors, some of which are beyond the
Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in
the forward-looking statements.
The Company cautions security
holders and prospective security holders not to place undue
reliance on these forward-looking statements, which reflect the
view of the Company only as of the date of this announcement. The
forward-looking statements made in this announcement relate only to
events as of the date on which the statements are made. The Company
will not undertake any obligation to release publicly any revisions
or updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of
this announcement except as required by law or by any appropriate
regulatory authority.