Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 28, 2009
Date of Report (Date of earliest event reported)
SYNAPTICS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
| DELAWARE | 000-49602 | 77-0118518 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3120 SCOTT BLVD.
SANTA CLARA, CALIFORNIA 95054
SANTA CLARA, CALIFORNIA 95054
(Address of Principal Executive Offices) (Zip Code)
(408) 454-5100
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Table of Contents
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of Francis F. Lee
On July 28, 2009, Francis F. Lee, Chairman and Chief Executive Officer, announced his
retirement as Chief Executive Officer effective immediately. Mr. Lee will continue as Chairman of
the Board.
Appointment of Thomas J. Tiernan
On
July 28, 2009, Thomas. J. Tiernan was appointed Chief Executive Officer. Mr. Tiernan, 46, has been President and Chief Operating Officer of our company since July 2008. Mr. Tiernan
served as Executive Vice President and General Manager of our company from July 2007 until July
2008 and as Senior Vice President from March 2006 until July 2007. Prior to joining our company,
Mr. Tiernan served as Vice President and General Manager of Symbol Technologies’ Mobile Computing
Division. From 1985 to 2004, Mr. Tiernan held various management and executive positions at
Hewlett-Packard, including running the Network Storage business in the Americas, the Enterprise
Systems business in Asia Pacific, and the PC business in Japan. Mr. Tiernan holds a Bachelor’s
Degree in Electrical Engineering from California State Polytechnic University and a Masters of
Science in Computer Engineering from Santa Clara University.
Mr. Lee commented, “Synaptics is stronger and better positioned than at any time in its
history and as I am interested in dedicating more of my time to my family, my foundation and other
charitable and civic endeavors, I feel that is the right time for me to step down as CEO. Tom and
I have worked closely together to spearhead the company’s growth over the past three years, and the
Board and I have confidence in Tom’s ability to lead the company through its next stages of growth.
Since joining the company in March 2006, Tom’s strong business background, general management
capabilities and focus on execution have served Synaptics well. During that time he has taken on
increased responsibilities and broadened his role and impact within Synaptics. Tom has proven his
ability to lead our global team, forge important customer relationships, expand our technology into
exciting new markets, and deliver record financial results despite tough market conditions.”
Mr. Tiernan stated, “I am grateful for the confidence that Francis and the Board have placed
in me, and I could not be more pleased that Francis will continue to be involved as an advisor to
the Synaptics leadership team. Our prospects have never been brighter, and I am highly energized
by the opportunity to continue the company’s mission of innovating and deploying intuitive touch
solutions across multiple end-markets globally. We will build on the growth and profitability that
Synaptics has achieved since its IPO in 2002 and maintain a strong focus on enhancing shareholder
value as we move forward.”
There is no arrangement, understanding, or family relationship pursuant to which Mr. Tiernan
was selected as our Chief Executive Officer.
There are no related party transactions between us and Mr. Tiernan reportable
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under Item 404(a) of Regulation S-K. Mr. Tiernan’s base salary has been increased to $425,000
per annum, and he will receive stock options entitling him to purchase 225,000 shares of our common
stock vesting 25% in one year and 1/48 each month thereafter. Mr. Tiernan will continue to
participate in all plans and programs applicable to executive officers, including our annual
incentive compensation program.
On July 30, 2009, we issued a press release announcing Mr. Lee’s resignation and Mr. Tiernan’s
appointment. A copy of that press release is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference in this Item 5.02.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
Not applicable.
| (b) | Pro Forma Financial Information. |
Not applicable.
| (c) | Shell Company Transactions. |
Not applicable.
| (d) | Exhibits. |
| Exhibit | ||
| Number | ||
99.1
|
Press release from Synaptics Incorporated, dated July 30, 2009, entitled “Synaptics Reports Record Revenue and Profit for Fiscal 2009; Announces CEO Transition” |
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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.
| SYNAPTICS INCORPORATED |
||||
| Date: August 3, 2009 | By: | /s/ Russell J. Knittel | ||
| Russell J. Knittel | ||||
| Executive Vice President, Chief Financial Officer, Secretary, and Treasurer | ||||
Table of Contents
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1
|
Press release from Synaptics Incorporated, dated July 30, 2009, entitled “Synaptics Reports Record Revenue and Profit for Fiscal 2009; Announces CEO Transition” |
Exhibit 99.1
 |
For more information contact: | |
| Jennifer Jarman The Blueshirt Group 415-217-7722 jennifer@blueshirtgroup.com |
Synaptics Reports Record Revenue and Profit for Fiscal 2009; Announces CEO Transition
Santa Clara, CA — July 30, 2009 — Synaptics (Nasdaq: SYNA), a leading developer of human
interface solutions for mobile computing, communications, and entertainment devices, today reported
financial results for the fourth quarter and year ended June 30, 2009. The Company also announced
that Chairman and Chief Executive Officer, Francis F. Lee, is retiring as CEO. Mr. Lee will
continue to serve as Chairman and will remain involved with the Company as an advisor to Synaptics’
management team. Thomas J. Tiernan, currently President and Chief Operating Officer, will succeed
Mr. Lee as President and CEO, effective immediately.
The Company’s GAAP results reflect the expensing of non-cash share-based compensation and non-cash
impairment charges for the quarter ended June 30, 2008 and the years ended June 30, 2008 and June
30, 2009; and a non-cash non-operating gain for the quarter and year ended June 30, 2009.
Net revenue for the fourth quarter of fiscal 2009 was $115.3 million, an increase of approximately
19% over $96.9 million of net revenue for the fourth quarter of fiscal 2008. Net income for the
fourth quarter of fiscal 2009 was $13.1 million, or $0.36 per diluted share, compared with net
income of $2.6 million, or $0.07 per diluted share, for the fourth quarter of fiscal 2008. Net
income for the fourth quarter of fiscal 2009 included a non-cash non-operating gain of $160,000,
and net income for the fourth quarter of 2008 included a non-cash impairment charge of $4.7
million, both of which were related to the Company’s investment in auction rate securities.
Non-GAAP net income for the fourth quarter of fiscal 2009 was $17.2 million, an increase of 60%
compared with non-GAAP net income of $10.7 million for the fourth quarter of fiscal 2008. On a per
share basis, non-GAAP net income was $0.47 per diluted share for the fourth quarter of fiscal 2009,
an increase of 57% compared with net income per diluted share of $0.30 for the fourth quarter of
fiscal 2008. (See attached table for a reconciliation of GAAP to non-GAAP results.)
Net revenue for fiscal 2009 was $473.3 million, an increase of approximately 31% over $361.1
million for fiscal 2008. Net income for fiscal 2009 was $54.3 million, an increase of 75% compared
with net income of $31.1 million for fiscal 2008. On a per share basis, net income was $1.53 per
diluted share, an increase of 94% compared with net income per diluted share of $0.79 for fiscal
2008.
Non-GAAP net income for fiscal 2009 was $77.9 million, an increase of 52% compared with non-GAAP
net income of $51.4 million for fiscal 2008. On a per share basis, non-GAAP net income was $2.19
per diluted share, an increase of 67% compared with non-GAAP net income per diluted share of $1.31
for fiscal 2008. (See attached table for a reconciliation of GAAP to non-GAAP results.)
“Fiscal 2009 was another strong year for Synaptics despite the challenging economic environment,
with record annual revenue and net income growing 31% and 75%,
respectively,” stated Mr. Lee. “Our
strong performance reflects solid execution across our key markets and continued progress towards
our diversification strategy based on the expanding adoption of Synaptics’ interface solutions in
the mobile phone market. While the current macro uncertainties are evident in our customers’ order
patterns, we are encouraged by our growing pipeline of design opportunities in both the PC and
non-PC markets. We expect continued growth in fiscal 2010 and will continue to invest for the
future.”
Kathy Bayless, SVP Finance, added, “As we look ahead to the first quarter and new fiscal year, our
outlook considers global economic conditions and the dynamic nature of the markets in which we
participate. Based on our current visibility, customer order patterns, customer forecasts and
backlog of $62.8 million exiting the June quarter, we anticipate revenue in the September quarter
will be $113 million to $119 million. As compared to the prior year quarter, we expect solid growth
from mobile phone applications, while PC based revenue will decline, primarily reflecting the
expected decrease in revenue from multi-media control applications, as well as a generally lower
priced touchpad product mix. Additionally, our current outlook for fiscal 2010 suggests a revenue
range of $495 million to $525 million, with the first half of the year roughly flat year over
year.”
Synaptics’ cash and short-term investments at the end of June totaled $192.0 million. This balance
excludes $28.8 million at book value of auction rate securities, which are included in non-current
assets on the balance sheet. In the September quarter, the Company received redemptions of $3.3
million of certain auction rate securities, resulting in a $160,000 non-cash, non-operating gain.
The company continues to monitor its investments in auction rate securities in light of the current
economic uncertainties.
Mr. Lee added, “Synaptics is stronger and better positioned than at any time in its history and as
I am interested in dedicating more of my time to my family, my foundation and other charitable and
civic endeavors, I feel this is the right time for me to step down as CEO. Tom and I have worked
closely together to spearhead the company’s growth over the past three years, and the Board and I
have confidence in Tom’s ability to lead the company through its next stages of growth. Since
joining the company in March 2006, Tom’s strong business background, general management
capabilities and focus on execution have served Synaptics well. During that time he has taken on
increased responsibilities and broadened his role and impact within Synaptics. Tom has proven his
ability to lead our global team, forge important customer relationships, expand our technology into
exciting new markets, and deliver record financial results despite tough market conditions.”
“I am grateful for the confidence that Francis and the Board have placed in me, and I could not be
more pleased that Francis will continue to be involved as an advisor to the Synaptics leadership
team,” commented Mr. Tiernan. “Our prospects have never been brighter, and I am highly energized by
the opportunity to continue the company’s mission of innovating and deploying intuitive touch
solutions across multiple end-markets globally. We will build on the growth and profitability that
Synaptics has achieved since its IPO in 2002 and maintain a strong focus on enhancing shareholder
value as we move forward.”
Earnings Call Information
The Synaptics fourth quarter fiscal 2009 teleconference and webcast is scheduled to begin at 2:00
p.m., Pacific Time, on Thursday, July 30, 2009, during which the Company will provide
forward-looking information. To participate on the live call, analysts and investors should dial
1-877-941-4774 at least ten minutes prior to the call. Synaptics will also offer a live and
archived webcast of the conference call, accessible from the “Investor Relations” section of the
Company’s Web site at www.synaptics.com.
About Synaptics Incorporated
Synaptics is a leading developer of human interface solutions for mobile computing, communications,
and entertainment devices. The Company creates interface solutions for a variety of devices
including notebook PCs, PC peripherals, digital music players, and mobile phones. The TouchPad™,
Synaptics’ flagship product, is integrated into a majority of today’s notebook computers. Consumer
electronics and computing manufacturers use Synaptics’ solutions to enrich the interaction between
humans and intelligent devices through improved usability, functionality, and industrial design.
The Company is headquartered in Santa Clara, California. www.synaptics.com
NOTE: Synaptics, TouchPad, and the Synaptics logo are trademarks of Synaptics in the United States
and/or other countries.
Use of Non-GAAP Financial Information
In evaluating its business, Synaptics considers and uses net income per share excluding share-based
compensation and unusual or non-recurring items as a supplemental measure of operating performance.
Net income excluding share-based compensation and unusual or non-recurring items is not a
measurement of the Company’s financial performance under GAAP and should not be considered as an
alternative to GAAP net income. The Company presents net income excluding share-based compensation
and unusual or non-recurring items because it considers it an important supplemental measure of its
performance. The Company believes this measure facilitates operating performance comparisons from
period to period by eliminating potential differences in net income caused by the existence and
timing of non-cash compensation charges and unusual or non-recurring items. Net income excluding
share-based compensation and unusual or non-recurring items has limitations as an analytical tool
and should not be considered in isolation or as a substitute for the Company’s GAAP net income.
The principal limitations of this measure are that it does not reflect the Company’s actual
expenses and may thus have the effect of inflating its net income and net income per share.
Forward-Looking Statements
This press release contains “forward-looking” statements about Synaptics, as that term is defined
under the federal securities laws. Synaptics intends such forward-looking statements to be subject
to the safe harbor created by those laws. Such forward-looking statements include, but are not
limited to, statements regarding Synaptics’ anticipated revenue; revenue growth rates; the success
of its growth and diversification strategies; its beliefs regarding the markets it serves and the
adoption of its interface solutions in those markets; its assessment of its competitive position
and opportunities in those markets; its assessment of market demands and trends in target markets;
the status of its design pipeline; the amount of the investments it is making in its business; its
business opportunities; and its assessment of consumer demands for various applications. Synaptics
cautions that these statements are
qualified by important factors that could cause actual results to differ materially from those
reflected by the forward-looking statements contained herein. Such factors include, but are not
limited to, (a) demand for Synaptics’ products, (b) market demand for OEMs’ products using
Synaptics’ solutions, (c) changing market demand trends in the markets it serves, and (d) other
risks as identified from time to time in Synaptics’ SEC reports, including Quarterly Reports on
Form 10-Q and the Annual Report on Form 10-K for the fiscal year ended June 30, 2008. All
forward-looking statements are based on information available to Synaptics on the date hereof, and
Synaptics assumes no obligation to update such statements.
(Tables to Follow)
SYNAPTICS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
| June 30, | June 30, | |||||||
| 2009 | 2008 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 169,036 | $ | 96,218 | ||||
Short term investments |
22,934 | 50,298 | ||||||
Total cash, cash equivalents, and short-term investments |
191,970 | 146,516 | ||||||
Receivables, net of allowances of $513 and $539, respectively |
84,739 | 69,362 | ||||||
Inventories |
14,950 | 21,065 | ||||||
Prepaid expenses and other current assets |
3,094 | 3,417 | ||||||
Total current assets |
294,753 | 240,360 | ||||||
Property and equipment, net |
25,431 | 22,459 | ||||||
Goodwill |
1,927 | 1,927 | ||||||
Non-current auction rate securities |
28,767 | 37,946 | ||||||
Other assets |
25,343 | 3,669 | ||||||
Total assets |
$ | 376,221 | $ | 306,361 | ||||
Liabilities and stockholders’ equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 32,210 | $ | 27,784 | ||||
Accrued compensation |
8,450 | 6,510 | ||||||
Income taxes payable |
9,128 | 7,095 | ||||||
Current deferred tax liability |
9,419 | — | ||||||
Other accrued liabilities |
11,813 | 9,120 | ||||||
Note payable |
65,303 | — | ||||||
Total current liabilities |
136,323 | 50,509 | ||||||
Convertible senior subordinated notes |
— | 125,000 | ||||||
Other liabilities |
18,484 | 17,075 | ||||||
Commitments and contingencies |
||||||||
Stockholders’ equity: |
||||||||
Preferred stock; |
||||||||
$.001 par value; 10,000,000 shares authorized;
no shares issued and outstanding |
— | — | ||||||
Common stock; |
||||||||
$.001 par value; 60,000,000 shares authorized; 43,779,011 and
42,500,535 shares issued, and 34,690,911 and 33,412,435
shares outstanding, respectively |
44 | 43 | ||||||
Additional paid in capital |
270,962 | 222,543 | ||||||
Less: 9,088,100 and 9,088,100 treasury shares,
respectively, at cost |
(237,387 | ) | (237,387 | ) | ||||
Retained earnings |
187,666 | 130,895 | ||||||
Accumulated other comprehensive income/(loss) |
129 | (2,317 | ) | |||||
Total stockholders’ equity |
221,414 | 113,777 | ||||||
Total liabilities and stockholders’ equity |
$ | 376,221 | $ | 306,361 | ||||
SYNAPTICS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
Net revenue |
$ | 115,327 | $ | 96,854 | $ | 473,302 | $ | 361,057 | ||||||||
Cost of revenue (1) |
68,924 | 58,085 | 281,793 | 213,606 | ||||||||||||
Gross margin |
46,403 | 38,769 | 191,509 | 147,451 | ||||||||||||
Operating expenses |
||||||||||||||||
Research and development (1) |
18,995 | 14,438 | 68,026 | 50,093 | ||||||||||||
Selling, general, and administrative (1) |
12,944 | 13,780 | 54,014 | 48,126 | ||||||||||||
Total operating expenses |
31,939 | 28,218 | 122,040 | 98,219 | ||||||||||||
Operating income |
14,464 | 10,551 | 69,469 | 49,232 | ||||||||||||
Interest and other income, net |
452 | 1,351 | 3,222 | 9,652 | ||||||||||||
Interest expense |
(234 | ) | (449 | ) | (1,238 | ) | (1,822 | ) | ||||||||
Gain on settlement of debt |
— | — | — | 2,689 | ||||||||||||
Gain on early retirement of debt |
— | — | 3,600 | — | ||||||||||||
Impairment (loss)/ recovery on investments |
160 | (4,726 | ) | (9,243 | ) | (10,963 | ) | |||||||||
Income before income taxes |
14,842 | 6,727 | 65,810 | 48,788 | ||||||||||||
Provision for income taxes (2) |
1,760 | 4,093 | 11,486 | 17,688 | ||||||||||||
Net income |
$ | 13,082 | $ | 2,634 | $ | 54,324 | $ | 31,100 | ||||||||
Net income per share: |
||||||||||||||||
Basic |
$ | 0.38 | $ | 0.08 | $ | 1.60 | $ | 0.83 | ||||||||
Diluted |
$ | 0.36 | $ | 0.07 | $ | 1.53 | $ | 0.79 | ||||||||
Shares used in computing net income
per share: |
||||||||||||||||
Basic |
34,388 | 33,969 | 33,981 | 37,667 | ||||||||||||
Diluted |
36,348 | 35,240 | 35,577 | 39,365 | ||||||||||||
|
|
||||||||||||||||
(1) Includes share-based compensation charges of: |
||||||||||||||||
Cost of revenue |
$ | 430 | $ | 136 | $ | 1,680 | $ | 1,102 | ||||||||
Research and development |
2,624 | 1,765 | 8,897 | 6,321 | ||||||||||||
Selling, general, and administrative |
3,726 | 2,934 | 13,843 | 10,080 | ||||||||||||
| $ | 6,780 | $ | 4,835 | $ | 24,420 | $ | 17,503 | |||||||||
(2) Includes tax benefit for share-based compensation charges of: |
||||||||||||||||
| $ | 2,523 | $ | 1,486 | $ | 7,972 | $ | 6,114 | |||||||||
Non-GAAP net income per share |
||||||||||||||||
Basic |
$ | 0.50 | $ | 0.32 | $ | 2.29 | $ | 1.36 | ||||||||
Diluted |
$ | 0.47 | $ | 0.30 | $ | 2.19 | $ | 1.31 | ||||||||
SYNAPTICS INCORPORATED
Computation of Basic and Diluted Net Income Per Share
(in thousands except per share data)
(Unaudited)
Computation of Basic and Diluted Net Income Per Share
(in thousands except per share data)
(Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
Numerator: |
||||||||||||||||
Basic and diluted net income |
$ | 13,082 | $ | 2,634 | $ | 54,324 | $ | 31,100 | ||||||||
Denominator: |
||||||||||||||||
Shares, basic |
34,388 | 33,969 | 33,981 | 37,667 | ||||||||||||
Effect of dilutive share-based awards |
1,960 | 1,271 | 1,596 | 1,698 | ||||||||||||
Shares, diluted |
36,348 | 35,240 | 35,577 | 39,365 | ||||||||||||
Net income per share: |
||||||||||||||||
Basic |
$ | 0.38 | $ | 0.08 | $ | 1.60 | $ | 0.83 | ||||||||
Diluted |
$ | 0.36 | $ | 0.07 | $ | 1.53 | $ | 0.79 | ||||||||
| Computation of non-GAAP basic and diluted net income per share (unaudited): | ||||||||||||||||
Numerator: |
||||||||||||||||
Reported net income |
$ | 13,082 | $ | 2,634 | $ | 54,324 | $ | 31,100 | ||||||||
Non-GAAP adjustments: |
||||||||||||||||
Gain on settlement of debt, net of tax |
— | — | — | (2,078 | ) | |||||||||||
Gain on early retirement of debt |
— | — | (2,133 | ) | — | |||||||||||
Impairment (loss)/ recovery on investment |
(160 | ) | 4,726 | 9,243 | 10,963 | |||||||||||
Share-based compensation (net of tax) |
4,257 | 3,349 | 16,448 | 11,389 | ||||||||||||
Non-GAAP basic and diluted net income |
$ | 17,179 | $ | 10,709 | $ | 77,882 | $ | 51,374 | ||||||||
Denominator: |
||||||||||||||||
Shares, basic |
34,388 | 33,969 | 33,981 | 37,667 | ||||||||||||
Effect of dilutive share-based awards |
1,960 | 1,271 | 1,596 | 1,698 | ||||||||||||
Shares, diluted |
36,348 | 35,240 | 35,577 | 39,365 | ||||||||||||
Non-GAAP net income per share: |
||||||||||||||||
Basic |
$ | 0.50 | $ | 0.32 | $ | 2.29 | $ | 1.36 | ||||||||
Diluted |
$ | 0.47 | $ | 0.30 | $ | 2.19 | $ | 1.31 | ||||||||
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This website contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as "expect," "anticipate," "intend," "believe," "estimate," "plan," "target," "strategy," "continue," "may," "will," "should," variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to, the risks as identified in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" sections of our Annual Report on Form 10-K for our most recent fiscal year, and other risks as identified from time to time in our Securities and Exchange Commission reports. Forward-looking statements are based on information available to us on the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based. Our actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that had not been completed as of the date of this filing.