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Exhibit 99.1
RISK FACTORS
WE CANNOT ASSURE YOU THAT WE WILL HAVE ACCESS TO SUFFICIENT FUNDS TO MEET OUR
OPERATING NEEDS, WHICH COULD LIMIT OUR ABILITY TO CONTINUE AS A GOING CONCERN
As discussed in our Quarterly Report on Form 10-Q, there exist uncertainties
as to our ability to continue as a going concern. As previously announced
during September 2000, we determined that our capital requirements under our
business plan for fiscal year 2001 are greater than available resources.
Accordingly, we have begun taking measures aimed at developing a plan to
reduce capital expenditure requirements and to evaluate the availability of
financing to meet our financial objectives, including the sale of certain
non-strategic assets and other sources of capital. Our recent operating
losses and cash flow difficulties, recent changes in the financial markets
and a general decrease in investor interest in the Internet industry may make
it more difficult for us to attract equity or debt financing, including
vendor and lease financing, or strategic partners on favorable terms. In
addition, our leverage could adversely affect our ability to obtain
additional financing for working capital or for other purposes. Our leverage
has made us more susceptible to economic downturns, contractions in the
general market availability of equity or debt financing and competitive
pressures. Our leverage could also affect our liquidity as a substantial
portion of available cash from operations must be applied to debt service
requirements. If our financial condition continues to worsen and we are
unable to successfully attract equity or debt financing or other strategic
transactions we may be forced to further curtail our expenditures and our
operations.
Should we be unable to complete the sale of non-strategic assets for a
sufficient price, or obtain sufficient additional capital or financing to
enable us to meet future capital expenditures and working capital
requirements, or successfully complete the other actions described above, we
would be required to significantly modify our current business plan for the
remainder of the current year and fiscal year 2001. Such modifications would
likely result in a more significant reduction in planned capital
expenditures. Despite the efforts currently underway, we cannot assure you
that we will be able to sell such assets, have access to sufficient
additional capital or financing on satisfactory terms to enable us to meet
our future capital expenditure and working capital requirements or that we
will be able to successfully implement such modifications. In the event we
are unable to sell such assets, obtain such capital or financing or implement
such modifications, we could be unable to satisfy our obligations to third
parties, including covenant requirements, which could result in defaults
under our debt and other financing agreements and, after the passage of any
applicable time and notice provisions, would enable creditors in respect of
those obligations to accelerate the undebtedness and assert other remedies
against us. Such events would have a material adverse effect upon us and
would threaten our ability to continue as a going concern.
WE HAVE A LIMITED AMOUNT OF CASH TO SUPPORT OUR OPERATING NEEDS AND TO SERVICE
OUR DEBT AND PREFERRED STOCK DIVIDEND REQUIREMENTS
At September 30, 2000, our total indebtedness was $3.6 billion. Our annual
interest expense increased from $63.9 million in 1998 to $193.1 million in
1999. We estimate that our annual interest expense for the year 2000 will be
approximately $340.2 million, assuming that we do not incur any additional
indebtedness or refinance existing indebtedness. As of September 30, 2000, we
had approximately $1.0 billion of cash, cash equivalents and short-term
investments and marketable securities, including restricted amounts. As
previously announced during September 2000, we determined that our capital
requirements under our business plan for fiscal year 2001 are greater than
available capital resources. Accordingly, we have begun taking measures aimed
at developing a plan to reduce capital expenditures and to evaluate financing
alternatives.
In order to preserve cash, we have been required to reduce expenditures for
capital projects (including the build out of our data centers) and for corporate
infrastructure, either of which may have a material adverse effect on our future
operations. Further reductions in our cash balances could require us to take
more significant actions to reduce capital expenditures from our operations. We
cannot assure you that our business will generate cash flow from operations, or
that future financings or sales of non-strategic assets and other restructuring
efforts will
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be sufficient to fund our operations or satisfy our debt service, preferred
stock dividend or working capital requirements.
WE NEED ADDITIONAL CAPITAL TO SUPPORT OUR CONTINUED OPERATIONS AND WE HAVE
LIMITED ACCESS TO THE CAPITAL MARKETS
We require substantial additional working capital to fund our business. We
historically have been unable to generate sufficient cash flow from operations
to meet our operating needs and have relied upon financings to fund our
operations. Due in part to recent changes in the financial markets and a general
decrease in investor interest in the Internet industry, we may not have access
to adequate financing. We have experienced recent operating losses, declining
cash balances and declining stock and debt values which, along with our high
leverage and significant debt service requirements, may make it more difficult
for us to raise additional financing through equity or debt financing or
strategic partners on terms that are deemed to be favorable to us. If adequate
financing is not available or is not available on acceptable terms, our ability
to meet our operating and debt service needs may be significantly limited and
could have a material adverse effect on us and ultimately could impair our
ability to continue as a going concern.
OUR BUSINESS PLAN HAS BEEN EVOLVING IN RESPONSE TO CHANGING MARKET CONDITIONS
AND OTHER FACTORS AND WE CANNOT ASSURE YOU THAT WE WILL BE SUCCESSFUL IN
IMPLEMENTING OUR BUSINESS PLAN
Our acquisition of other Internet service providers and other businesses has
historically been an important component of our business plan and that phase of
our business plan has been completed. With the fiber and hosting center assets
we have put in place, we believe we are well positioned to deliver on our
customers' needs for consulting and managed web hosting services together with
reliable high speed Internet access. We cannot, however, assure you that we will
be successful in implementing our business plan and attaining profitability. We
may continue to have losses and negative EBITDA. Factors that cause our
operating results to fluctuate include:
o general economic conditions and specific economic conditions in the
Internet access, hosting, transactions and consulting industries;
o user demand for Internet services and our other service offerings;
o timing and amount of capital expenditures, other costs and expenses of
expanding our network;
o pricing changes, new product and new service introductions by us and our
competitors;
o the mix of services sold and the mix of channels through which those
services are sold;
o our ability to hire, retain and motivate highly skilled employees in a
highly competitive and challenging market;
o delays in obtaining sufficient supplies or inability to obtain sufficient
equipment from limited sources and telecom facilities;
o in the case of the hosting center business, our ability to successfully
locate, build, finance, open and operate additional necessary hosting
centers on a timely and cost effective basis and to fill these centers to
break even profit capacity; and
o potential adverse legislative and regulatory developments.
As a strategic response to a changing competitive environment, we may elect from
time to time to make pricing, service or marketing decisions that could have a
material adverse effect on our business, results of operations and cash flow. As
a result of these factors, we may continue to generate net losses and negative
EBITDA.
WE PARTIALLY DEPEND ON THE CASH FLOWS OF OUR SUBSIDIARIES IN ORDER TO SATISFY
OUR DEBT OBLIGATIONS
Our operating cash flow and, consequently, our ability to service our debt is
partially dependent upon the ability of our subsidiaries to distribute their
earnings to us in the form of dividends. We also depend on loans, advances and
other payments of funds to us by our subsidiaries. If for some reason these
funds were restricted, we would
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be adversely affected. Our subsidiaries are separate legal entities and have no
obligation, contingent or otherwise, to pay any amount due pursuant to our
financing commitments or to make any funds available for that purpose. Our
subsidiaries' ability to make payments may be subject to the availability of
sufficient surplus funds, the terms of such subsidiaries' financings, applicable
law and other factors. Our subsidiaries' creditors generally will have priority
to the assets of those subsidiaries over the claims, if any, that we may have
against those assets and claims that holders of our indebtedness may indirectly
have.
DEFENDING PLAINTIFF SHAREHOLDER SUITS MAY ADVERSELY IMPACT OUR RESULTS OF
OPERATIONS REGARDLESS OF THE OUTCOME
Individuals claiming to represent a purported class of similarly situated
PSINet shareholders who purchased shares of PSINet between May 9, 2000 and
November 2, 2000, have filed actions in the United States District Court for
the Eastern District of Virginia. These actions are captioned: Charlene
Harvey, David Goldin and Myron Harris v. PSINet, Inc., William L. Schrader,
Harold S. Willis, and Larry Hyatt, filed Nov. 3, 2000; Bert Zauderer v.
PSINet, Inc., William L. Schrader, Harold S, Willis and Larry Hyatt, filed
Nov. 6, 2000; and Chava Markowitz v. PSINet, Inc., William L. Schrader,
Harold S. Willis and Larry Hyatt, filed Nov. 7, 2000. Each of the actions
names the Company and certain of its officers and directors as defendants and
claims that the defendants made misstatements, failed to disclose material
information, and otherwise violated Section 10(b) of the Securities Exchange
Act of 1934 ("Exchange Act") and Rule 10b-5 promulgated thereunder by
participating in a scheme to deceive the investing public and by making
untrue statements of material fact and/or omitting to state material facts
necessary to make the statements not misleading. The complaints also allege
that the named officers and directors of the Company influenced and
controlled the decision-making of the Company, including the content and
dissemination of the allegedly false and misleading statements, in violating
of Section 20(a) of the Exchange Act. The actions seek compensatory damages
in an unspecified amount and attorney's fees. In addition, individuals
claiming to represent a purported class of similarly situated PSINet
shareholders who purchased shares of PSINet between February 22, 2000 and
November 1, 2000, have filed actions in the United States District Court for
the Eastern District of Virginia making substantially similar allegations
with respect to the class period just described. These actions are captioned
Edward P. Clayman and Bonnie Clayman v. PSINet Inc., William L. Schrader,
Harold S. Wills, and Larry Hyatt, filed Nov. 6, 2000; and Lawrence A.
Grossberg v. William L. Schrader, Harold S. Wills, Larry Hyatt, and PSINet,
Inc., filed Nov. 9, 2000. The Company is informed that additional complaints
substantially similar to those described above have also been filed. The
Company believes that these lawsuits are without merit and intends to
vigorously contest these actions, although no assurance can be given as to
the outcome of these lawsuits. If there is an unfavorable outcome it would
adversely affect our financial position, our results of operations and cash
flows. In addition, the process of defending these suits may take a
significant amount of time and may place additional strain on our resources
and subject us to additional expenses and could adversely impact our ability
to attract equity or debt financing or strategic partners on favorable terms.
OUR GROWTH AND EXPANSION MAY STRAIN OUR ABILITY TO MANAGE OUR OPERATIONS AND OUR
FINANCIAL RESOURCES
Our rapid growth has placed a strain on our administrative, operational and
financial resources and has increased demands on our systems and controls. We
have more than 900 points of presence (POPs) and we may continue to expand
the capacity of existing POPs as customer-driven demand dictates. In addition,
we have completed a number of acquisitions of companies and telecommunications
bandwidth. The process of consolidating the businesses and implementing the
strategic integration of acquired businesses with our existing business has
taken and will continue to take a significant amount of time. It has and will
continue to place additional strain on our resources and could subject us to
additional expenses. We cannot assure you that our existing operating and
financial control systems and infrastructure will be adequate to maintain and
effectively monitor our operations or growth. Our continued growth and personnel
turnover may also increase our need for qualified personnel. The competition for
qualified personnel in our businesses is intense and we cannot assure you that
we will be successful in attracting, integrating and retaining qualified
personnel.
During the last three years we acquired over 76 internet service providers and
other businesses, including Transaction Network Services, Inc. (now PSINet
Transaction Solutions) and Metamor (now PSINet Consulting Solutions). In order
to successfully integrate these businesses into our own existing business, we
need to expand and refine our management, personnel, accounting, information
systems and other resources.
If we do not effectively expand our capabilities and deploy our resources to
meet these needs, our business may be disrupted and adversely affected. Other
risks include:
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o Possible inability of management to incorporate into our existing service
offerings new licensed or acquired technology and rights and new products
and services such as information technology consulting services; and
o Possible impairment of relationships with employees, customers and
suppliers as a result of changes in management.
We cannot assure you that we will be successful in overcoming these risks or
other problems encountered in connection with acquisitions, strategic alliances
or investments we make in other companies. Although we have assembled teams to
initially help us integrate the businesses that we have acquired, we cannot
assure you that our integration process will be successfully accomplished. We
may take charges or make adjustments to the depreciable lives of our assets as
we integrate acquired companies and also seek to reduce our cost structure. Our
inability to improve the operating performance of businesses we acquire or to
integrate successfully the operations of those companies could have a material
adverse effect on us.
OUR SUCCESS DEPENDS ON PROVIDING INCREASING BANDWIDTH TO CARRY MORE INFORMATION
FASTER THAN OUR COMPETITORS, WHICH IS EXPENSIVE, REQUIRES US TO MAKE SIGNIFICANT
FUTURE COMMITMENTS
At September 30, 2000, we were obligated to make future cash payments totaling
$488.9 million for acquisitions of global fiber-based telecommunications
bandwidth, including IRUs or other rights. In addition, if certain additional
fiber-based bandwidth is delivered as expected in 2001, we will have additional
payment obligations ranging from $120.0 to $180.0 million, depending on when the
bandwidth is delivered. While we are currently in negotiations to either reduce
the cash payment requirements or extend the terms of certain existing
commitments, we cannot assure you that we will be successful in these
negotiations. If we take full advantage of such acquired bandwidth and IRUs,
then there will be additional costs, such as connectivity and equipment charges.
The acquisition and installation of additional equipment necessary to access and
light the bandwidth may also be required. In addition, our current business plan
requires that we make significant investments to acquire and build-out new
hosting centers in key financial and business centers throughout the world and
to purchase other facilities. We have spent approximately $500 million during
the nine months ended September 30, 2000 and we expect to spend approximately
$150 million on the construction of hosting centers through 2001. Due to our
current cash flow problems, we cannot assure you that we will have sufficient
funds to continue the build out of our hosting centers under our current
business plan. If we do not provide bandwidth in amounts sufficient to compete
effectively or satisfy customer needs our business will suffer.
OUR NETWORK IS SUSCEPTIBLE TO FAILURE, SHUTDOWN AND DISRUPTION
We have implemented many network security measures, such as limiting physical
and network access to our routers. Nonetheless, our network infrastructure is
potentially vulnerable to computer viruses, break-ins, denials of service and
similar disruptive problems that could lead to interruptions in service to our
customers. Third parties could also potentially jeopardize the security of
confidential information stored in the computer systems of our customers. Any
one of these disruptions could deter potential customers, result in loss of
customer confidence and adversely affect our existing customer relationships. We
also cannot assure you that we will not experience failures or shutdowns
relating to individual POPs or even catastrophic failure of the entire network,
whether because of an "act of God" or otherwise.
These disruptions may also result in claims against us or liability on our part.
Such claims, regardless of their ultimate outcome, could result in costly
litigation and could have an adverse effect on us or our reputation or on our
ability to attract and retain customers for our products.
WE MAY BE LIABLE FOR INFORMATION DISTRIBUTED ON OUR NETWORK
The law relating to liability of ISPs for information disseminated through their
networks is not completely settled. A number of lawsuits have sought to impose
such liability for defamatory speech, infringement of copyrighted materials and
other claims. A U.S. Circuit Court of Appeals case held that an ISP was
protected by
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a provision of the federal Communications Decency Act from liability for
material posted on its system but this case may not be applicable in other
factual circumstances. Other courts have held that online service providers and
ISPs may, under some circumstances, be subject to damages for copying or
distributing copyrighted materials. However, in an effort to protect certain
qualified ISPs, the federal Digital Millennium Copyright Act provides qualified
ISPs with a "safe harbor" from liability for copyright infringement. We have
taken steps to qualify for the "safe harbor" but we cannot assure you that we
will be found to have qualified, if challenged in court. In 1998, the federal
Child Online Protection Act was enacted requiring limitations on access to
pornography and other material deemed "harmful to minors." This legislation has
been attacked in court as a violation of the First Amendment. We are unable to
predict the outcome of this case at this time. The imposition upon ISPs or Web
server hosts of potential liability for materials carried on or disseminated
through their systems could require us to implement measures to reduce our
exposure to such liability. Such measures may require that we spend substantial
resources or discontinue some product or service offerings. Any of these actions
could have an adverse effect on our business, operating results and financial
condition.
The regulation and liability of ISPs regarding information disseminated through
their networks is also undergoing a process of development in other countries.
For example, a court in England held an ISP liable for certain allegedly
defamatory content carried through its network under factual circumstances in
which the ISP had failed to delete it when asked to do so by the complainant.
Decisions, laws, regulations and other activities regarding regulation and
content liability may significantly affect the development and profitability of
companies offering on-line and Internet access services, including us.
One particular area of uncertainty in this regard results from the entry into
effect of European Union Directive 95/46/EC on the protection of individuals
with regard to the processing of personal data and on the free movement of such
data. The EU Directive imposes obligations in connection with the protection of
personal data collected or processed by third parties. Under some circumstances,
we may be regarded as subject to the EU Directive's requirements. The United
States and the European Union have agreed upon certain "safe harbor" principles
which would govern the transfer of personal data to the United States from
individuals in the EU member states. If we are subject to the EU Directive's
requirements, we will need to take steps to qualify for the safe harbor.
ASSERTING AND DEFENDING INTELLECTUAL PROPERTY RIGHTS MAY ADVERSELY IMPACT
RESULTS OF OPERATIONS REGARDLESS OF THE OUTCOME
Competitors increasingly assert intellectual property infringement claims
against each other. The success of our business depends on our ability to
successfully defend our intellectual property. These types of claims may have a
material adverse impact on us regardless of whether or not we are successful.
From time to time, we have received claims that we have infringed rights of
others. If a competitor were successful bringing a claim against us, our
business might suffer. We cannot assure you that we will be successful defending
or asserting our intellectual property rights.
TO COMPETE EFFECTIVELY, WE NEED TO CONTINUALLY DEVELOP NEW PRODUCTS AND SERVICES
THAT GAIN MARKET ACCEPTANCE AND KEEP THE CONFIDENCE OF OUR CUSTOMERS
We have introduced new enterprise service offerings, including value-added and
IP-based enterprise communication services. The failure of these services to
gain market acceptance in a timely manner could have an adverse effect on us. To
the extent that new or enhanced services are introduced and are not reliable, or
there are quality or compatibility problems, it could negatively impact market
acceptance of such services and adversely affect our ability to attract or
retain customers and subscribers. Our services may contain undetected errors or
defects that could result in additional development or remediation costs and
loss of credibility with our customers and subscribers.
Additionally, if we are unable to meet customer demand for network capacity, our
network could become congested during peak periods. Congestion could adversely
affect the quality of service we are perceived
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to provide. Conversely, due to the high fixed cost nature of our infrastructure,
if our network is under-utilized, it could adversely affect our ability to
provide cost-efficient services. Our failure to match network capacity to demand
could have an adverse effect on us.
WE DO A SIGNIFICANT AMOUNT OF OUR BUSINESS OUTSIDE THE UNITED STATES WHICH
PRESENTS SIGNIFICANT RISKS
During the year ended December 31, 1999, 51% of our revenue was derived from
operations outside the United States and 21% of our assets were located outside
the United States. We are subject to numerous risks involved with doing business
abroad including:
o unexpected changes in or delays resulting from foreign laws, regulatory
requirements, tariffs, customs, duties and other trade barriers;
o difficulties in staffing and managing foreign operations;
o longer payment cycles and problems in collecting accounts receivable;
o fluctuations in currency exchange rates and foreign exchange controls which
restrict or prohibit repatriation of funds;
o technology export and import restrictions;
o delays resulting from customs brokers or government agencies;
o seasonal reductions in business activity during the summer months in Europe
and other parts of the world; and
o potentially adverse tax consequences, which could adversely impact the
success of our international operations.
Asia/Pacific and Latin American countries in which we operate have experienced
economic difficulties and uncertainties during the past few years. Economic
difficulties and uncertainties in varying regions of the world could also
adversely affect us.
THE LOSS OF KEY MANAGEMENT PERSONNEL COULD HAVE A MATERIAL ADVERSE EFFECT ON US
Our success is highly dependent upon the personal abilities of our senior
executive management, which includes our Chairman of the Board and Chief
Executive Officer. We have employment agreements with this individual and other
senior executive officers. The loss of the services of one or more of our senior
executive officers could have a material adverse effect on us.
WE COULD BE ADVERSELY AFFECTED BY CHANGES IN SUPPLIERS OR DELAYS IN DELIVERY OF
THEIR PRODUCTS AND SERVICES
From time to time, we are dependent on third party suppliers for our leased-line
connections, or bandwidth and some hardware components. Some of these suppliers
are or may become competitors. To the extent these suppliers increase prices, we
may be adversely affected. Moreover, any failure or delay on the part of our
network providers to deliver bandwidth to us or to provide operations,
maintenance and other services with respect to such bandwidth in a timely or
adequate fashion could adversely affect us.
In the case of hardware suppliers, although we attempt to maintain a minimum of
two vendors for each required product, we are not always able to do so. Some
components that we use to provide networking services are currently supplied
only by one source. We have from time to time experienced delays in the receipt
of hardware components and telecommunications facilities, including delays in
delivery of Primary Rate Interface telecommunications facilities, which connect
our dial-up customers to our network. A failure by a supplier to deliver such
products and services on a timely basis, or the inability to develop alternative
sources for such products and services, could adversely affect our business.
Periodic legislative and regulatory actions may affect the prices that we are
charged by the regional bell operating companies and other bandwidth carriers,
which could adversely affect our business.
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WE ARE SUBJECT TO COMPETITIVE PRESSURES THAT MAY ADVERSELY IMPACT US
We face extremely competitive markets for our Internet connectivity and web
hosting services, our information technology consulting services, our eBusiness
consulting services and our other product offerings. Our current and prospective
competitors include national, regional and local ISPs, long distance and local
exchange telecommunications companies, cable television and direct broadcast
satellite providers, wireless communications providers, on-line service
providers, information technology solutions providers and eBusiness solutions
providers. While we believe that our network, products and customer service
distinguish us from our competitors, some of these competitors have greater
market presence, brand recognition, and financial, technical and personnel
resources.
NEW REGULATIONS MAY ADVERSELY AFFECT US
Our activities subject us to varying degrees of federal, state and local
regulation. The FCC exercises jurisdiction over all facilities of, and services
offered by, telecommunications carriers to the extent that they involve the
provision, origination or termination of jurisdictionally interstate or
international communications. The state regulatory commissions retain
jurisdiction over the same facilities and services to the extent they involve
origination or termination of jurisdictionally intrastate communications.
Our Internet operations are not currently subject to direct regulation by the
FCC or any other governmental agency, other than regulations applicable to
businesses generally. However, the FCC has indicated that some services offered
over the Internet, such as phone-to-phone IP telephony, may be functionally
indistinguishable from traditional telecommunications service offerings and
their non-regulated status may have to be re-examined. We are unable to predict
what regulations may be adopted in the future, or to what extent existing laws
and regulations may be found applicable, or the impact that any new or existing
laws may have on our business. We cannot assure you that new laws or regulations
relating to Internet services will not have an adverse effect on us. Although
the FCC has decided not to allow local telephone companies to impose per-minute
access charges on Internet service providers, and that decision has been upheld
by the reviewing court, further regulatory and legislative consideration of this
issue is likely. In addition, some telephone companies are seeking relief
through state regulatory agencies. Such rules, if adopted, would affect our
costs of serving dial-up customers and could have an adverse effect on us.
IF WE BECOME SUBJECT TO PROVISIONS OF THE INVESTMENT COMPANY ACT OF 1940, OUR
BUSINESS OPERATIONS MAY BE RESTRICTED
We have significant amounts of cash invested in short-term investment grade and
government securities. The Investment Company Act of 1940 places restrictions on
the capital structure and business activities of companies registered under that
Act. We have active business operations in the Internet industry and do not
propose to engage in investment activities in a manner or to an extent which
would require us to register as an investment company under the Investment
Company Act of 1940. The Investment Company Act of 1940 permits a company to
avoid becoming subject to it for a period of up to one year despite the holding
of investment securities in excess of such amount if, among other things, its
board of directors has adopted a resolution which states that it is not the
company's intention to become an investment company. Our board of directors has
adopted such a resolution that would become effective in the event we are deemed
to fall within the definition of an investment company. If we were to be
determined to be an investment company, our business would be adversely
affected.
THE MARKET PRICE AND TRADING VOLUME OF OUR CAPITAL STOCK MAY CONTINUE TO BE
HIGHLY VOLATILE
The market price and trading volume of our common stock and convertible
preferred stock have been and may continue to be highly volatile. Factors such
as our revenue, earnings, liquidity and cash flow and announcements of new
service offerings, technological innovations, strategic alliances or
acquisitions involving our competitors or price reductions by us, our
competitors or providers of alternative services could cause the
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market price of our capital stock to fluctuate substantially. In addition, the
stock markets recently have experienced significant price and volume
fluctuations that particularly have affected technology-based companies and
resulted in changes in the market prices of the stocks of many companies that
have not been directly related to the operating performance of those companies.
The broad market fluctuations have adversely affected and may continue to
adversely affect the market price of our capital stock. In addition, fluctuating
markets could adversely affect our ability to finance our requirements for
working capital and other purposes.
WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK
We have never declared or paid any cash dividends on our common stock and do not
anticipate paying cash dividends on our common stock in the foreseeable future.
In addition, our debt securities contain limitations on our ability to declare
and pay cash dividends.
FORWARD LOOKING STATEMENTS
This Form 10-Q and our other filings with the Securities and Exchange Commission
contain forward-looking statements. Forward-looking statements can be identified
by the use of terminology such as "believes," "expects," "may," "will,"
"should," "anticipates" or similar words. These statements may discuss our
future expectations or contain projections of our results of operations or
financial condition or expected benefits to us resulting from acquisitions,
investments or transactions. Actual results may differ materially from those
expected. Factors that affect or may contribute to any differences include those
discussed above in this Exhibit 99.1 to the Form 10-Q, in the section of the
Form 10-Q entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and in other documents filed by us with the
Securities and Exchange Commission.
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