newsletter q4 2014

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INVESTOR NEWSLETTER 2014 HIGHLIGHTS FROM OUR PARTNER NETWORK KEY FINANCIAL HIGHLIGHTS CORPORATE ACTIVITY FACT SHEET 4

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Page 1: Newsletter Q4 2014

INVESTOR NEWSLETTER

2014

HIGHLIGHTS FROM OUR PARTNER NETWORK

KEY FINANCIAL HIGHLIGHTS

CORPORATE ACTIVITY

FACT SHEET

4

Page 2: Newsletter Q4 2014

2014 Q4 INVESTOR NEWSLETTER 1

THE VARIABLES OF BUSINESS ARE CHANGING AT AN ACCELERATED PACE. YOU’RE EITHER A CHANGE AGENT OR YOU ARE BEING CHANGED.MILES NADALCHAIRMAN & CEO, MDC PARTNERS

CP+B/Turkish Airlines

Page 3: Newsletter Q4 2014

2014 Q4 INVESTOR NEWSLETTER

HIGHLIGHTS FROM OUR PARTNER NETWORK

Introducing Dom, Domino’s Voice Ordering AppCP+B, Domino’s

It’s no secret that there are many voice operating systems around, from Siri to Cortana. People are continuing to become more digitally attuned and consumers are spending increasing amounts of time on second-screen devices. Yet despite the widespread adoption of mobile and social technologies, the process of ordering pizza remains a rather archaic process. To capitalize on the rise of voice operating systems and to modernize the way people order pizza, Domino’s and CP+B introduced ‘Dom’, a virtual voice-ordering assistant for smartphone users.

CP+B worked with Domino’s to give Dom a form – a happy microphone with a Domino’s cap – and a personality, inspired by hard-working, eager to please Domino’s employees, with thousands of unique things to say. The world’s first major fast-food chain to offer a voice-enabled phone app, Dom officially launched in October with a national TV campaign and was an instant hit, especially among Millennials – a group notoriously one step ahead of the tech curve. The immediate campaign goal was to increase downloads of Domino’s mobile ordering app while continuing to achieve same-store-sales growth for the company. Domino’s ended-up with a 100% increase in app downloads, and within 6 months, more than 500K voice orders had been placed using ‘Dom’.

Relaunching the World’s Biggest Spirit72andSunny, Smirnoff

To relaunch Smirnoff as the true quality vodka that’s “Exclusively for Everyone”, 72andSunny repositioned the brand under a common global insight and purpose, bringing it to life with a new tone of voice, iconography and look and feel across advertising, activations and social media. Targeting 21-to-29-year-olds in key sales markets, the US launched with the spot “The Party”, which championed the truth that good times are better when everyone’s invited. For the Africa launch, the brand’s “Double Side” campaign challenged habit and routine, backing those who make the less obvious choice. Taking the sentiment beyond traditional advertising into culture - and to further support its positioning as “Exclusively for Everyone”, the brand partnered with EDM music festival Tomorrowland to activate the #SmirnoffHouse. The on-site “house party” featured performances by main stage DJs, steering the focus away from the VIP red rope scene and back to the music, allowing the artists to reconnect with their fans in a very authentic way.

Since the campaign launch, Smirnoff has seen uplift in engagement, equity and sales with over 61 million unique views of the Party campaign, volume sales increase 4.3%, dollar sales increase 3% and share of total vodka increase from 20% to 25%. As the brand continues to gain market share, the Smirnoff momentum keeps growing, inviting a new generation to come together and celebrate Smirnoff: Exclusively for Everybody.

UNVEILING A SNAPSHOT OF AMERICA’S FOOD MEDIA PALATE Hunter PR, 12th Annual Food News Study

Each year, the food we eat makes major

headlines, from sourcing and safety issues, to

ingredient trends, nutrition and brand news.

But which stories break through in terms of

awareness and concern in the hearts and minds

of Americans and influence their behavior? In

the age of digital and social media, where are

Americans getting their food news?

This marks the 12th consecutive year that Hunter

PR has conducted an annual Food News Study

to highlight the most significant food news of the

year as well as the impact that news has on the

way Americans shop and eat. The study explored

how food news stories influence consumer

behavior and the top media sources for food

information – broken out by recipes, general food

news and nutrition.

The study revealed that while the Great Western

US Drought and the diminishing bee population

were the most popular food-related stories of

the year, they had less impact on behavior than

stories that can result in immediate change.

Articles around issues such as the ‘war on sugar’,

new food-labeling standards and GMOs, which

gave consumers an opportunity to take action,

resulted in higher levels of behavioral change.

Another key finding for brands and marketers

was the various platforms where target audiences

get their general food news – Facebook for

Millenials and TV evening news for Gen X

versus newspapers for Boomers and Matures.

Conversely, mobile is increasingly becoming the

on-the-go resource for Americans across all

age demographics.

Ultimately, by considering the impact these

stories have on consumer behavior, and knowing

that the media sources they rely on directly affect

the type of food news they see, Hunter PR’s

annual study provides a snapshot of America’s

ever-evolving food media palate.

Anomaly/Dick’s Sporting Goods

2

Page 4: Newsletter Q4 2014

2014 Q4 INVESTOR NEWSLETTER 3

HIGHLIGHTS FROM OUR PARTNER NETWORK

InfinitiCP+B

Unilever (Magnum Ice Cream)kbs+ and Attention

Diageo (Johnnie Walker)Anomaly

AmBev/InBev (Corona)CP+B Brazil

Ruiz Foods (El Monterey Frozen Burritos)Colle+McVoy

SOBIConcentric

HONORHL Group

Neato RoboticsDoner

JafraDoner

ElevateAssembly

Ryder SystemsCP+B

Seventh GenerationAllison+Partners

Eisai (Belviq)Assembly

These select account wins solidified $56.7 million of net annualized new revenue for this quarter:

Q4 New Business*

AwardsNorthstar won two awards at the Market Research Society Awards

At the Canadian Marketing Association Awards, Real Interactive and kbs+ won silver and bronze, Anomaly won gold, silver and bronze and Union took home two bronzes

CP+B’s work for Sony Mobile and Swedish Radio won Digital and Mobile Campaign of the Month

72U’s documentary on Lolita fashion, “Sugar Coated”, won LA International Underground Film Festival’s Best Documentary Short

72andSunny and kbs+ were named to Ad Age’s list of Best Places to Work

Allison+Partners and Hunter PR were featured in New York Observer’s 2014 PR Power List

kbs+’s Jay-Z Gold Window was a winner at MediaPost’s Digital Out of Home Awards

BMIR won the Award of Excellence at the Corporate Reporting Awards

Allison+Partners won two awards at the PRSA-LA PRism Awards

MediaPost named The Media Kitchen as Programmatic and Search Agency of the Year and Assembly’s Steve Farella as Media Executive of the Year

At the 65th Annual ADCC Awards, kbs+ and Real Interactive won gold, kbs+ won four silvers and six bronzes, and Anomaly took home a silver and four bronzes

Colle+McVoy was named as one of Outside Online’s 2014 Best Places to Work

Concentric won four awards for the 28th Annual Rx Club Show

Kwittken’s Jason Schlossberg was named to the Holmes Report’s Innovator 25 List

72andSunny’s Evin Shutt was named as one of Adweek’s 50, recognizing the movers and shakers behind today’s top brands

CP+B won gold for its Paddy Power “Ball of Shame” work at the Campaign Big Awards

Veritas took home a bronze for PR Agency of the Year at Strategy’s AOY Awards where Union was also shortlisted

Shots awarded 72andSunny’s Google Night Walk as Digital Campaign of the Year

BMIR won four platinums and four golds at the 2014 MarCom Awards

CP+B’s #FML campaign for Jello won Adweek’s Media Plan of the Year

72andSunny’s Carlton Starbucks ad was named The Best Commercial of the Holiday Season

72andSunny’s outdoor campaign for Google was #1 in Adweek’s list of “14 Brilliant Outdoor Ads That Rocked the Real World in 2014

In Fast Company’s 20 Best Ads of 2014, Anomaly was #8 for its Budweiser, 72andSunny was #9 and #14 for Samsung, and kbs+ was #18 for BMWi8

Source Marketing/Eight O’Clock Coffee

72andsunny/Smirnoff

Includes select wins in the public domain only.

Page 5: Newsletter Q4 2014

2014 Q4 INVESTOR NEWSLETTER 4

IT’S NOT WHAT YOU SAY, IT’S WHAT PEOPLE HEARFRANK LUNTZFOUNDER & PRESIDENT, LUNTZ GLOBAL

72andSunny/Starbucks

Page 6: Newsletter Q4 2014

2014 Q4 INVESTOR NEWSLETTER 5

+ 10.8%Organic revenue (1)

increased 10.8%

+ 15.2%Reported revenue increased to

$1.22 billion from $1.06 billion, an

increase of 15.2%

+ 17.0%Adjusted EBITDA(2) increased

17.0% to $179.4 million from

$153.3 million with margins

at 14.7%

$162.7 MillionNet annualized new business

revenue won in 2014

(1) Organic revenue growth is a non-GAAP measure that refers to growth in revenues from sources other than acquisition or foreign exchange impacts.

(2) Adjusted EBITDA is a non-GAAP measure, and represents operating profit plus depreciation and amortization, stock-based compensation, acquisition deal costs,

deferred acquisition consideration adjustments, one time incentive compensation, and profit distributions from affiliates.

(3) Adjusted EBITDA Available for General Capital Purposes is a non-GAAP measure, and represents funds available for repayment of debt, acquisitions, deferred

acquisition consideration, dividends, and other general corporate initiatives.

Note: A reconciliation of non-GAAP to US GAAP reported results has been provided by the Company in the tables included in the earnings release issued

on February 23, 2015. Figures exclude discontinued opperations.

* As of February 23, 2015.

Summary Financial Statement Data

$ in Millions, except per share data12 months ended

December 31, 2013

3 months ended

December 31, 2014

12 months ended

December 31, 2014

Operating Data

Total Revenue $1,062.5 $339.9 $1,223.5

Organic Revenue Growth (1) +9.4% +12.5% +10.8%

Adjusted EBITDA (2) $153.3 $51.8 $179.4

Net Income (Loss) $(148.9) $(26.8) $(24.1)

Adjusted EBITDA Available for General Capital

Purposes (3) $88.4 $31.1 $98.8

Balance Sheet Data

Cash and Cash Equivalents $102.0 $119.8 $119.8

Total Long-Term Debt $665.1 $743.1 $743.1

Other Data

Closing Price $25.51 $22.72 $22.72

Wtd. Avg. Dil. Shares Outstanding 47.1 49.7 49.5

Agendy / Year

Q4 KEY FINANCIAL HIGHLIGHTS

INCREASED QUARTERLY DIVIDEND BY 10.5% TO $0.21

ADJUSTED EBITDA(2) GROWTH OF 14.6% IN Q4

ORGANIC REVENUE (1) GROWTH OF 12.5% IN Q4

NET NEW BUSINESS $56.7 MILLION IN Q4

Q4 CONFERENCE CALL REPLAYA recording of the conference call will be

available until 9:00 am (ET) on March 10,

2015, by dialing 1-412-317-0088 or toll free

1-877-344-7529 (passcode: 10060211) or

by visiting www.mdc-partners.com.

2015 Guidance*

2014 Actuals 2015 Guidance

Implied Year

Over Year Change

Revenue $1.22 billion $1.300 to $1.330 billion +6.5% to +8.5%

Adusted EBITDA (2)$179.4 million $195 to $205 million +8.7% to +14.3%

EBITDA Margin 14.7% 15.0% to 15.4% +35 to +75 basis points

Adjusted EBITDA Available for General Capital Purposes (3) $98.8 million $109 to $119 million +10.3% to +20.4%

FULL YEAR PERFORMANCE

Page 7: Newsletter Q4 2014

2014 Q4 INVESTOR NEWSLETTER 66

2008 2009 2010 2011 2012 2013 2014

-10%

-5%

-0%

5%

10%

15%

20%

25%

MDC Partners Peers

(1) Peers include Omnicom, Interpublic, WPP, Havas and Publicis(2) Pro Forma for planned divestiture of ACCENT

MDC Partners vs. PeersCalendar Year Organic Revenue Growth

Agendy / Year

Q4 KEY FINANCIAL HIGHLIGHTS

MDC Global Network

UNITED STATES

Allison+PartnersAnomalyAttentionAssemblyBruce Mau DesignCivilianColle+McVoyConcentricCP+BDonerHello DesignHL GroupHunter PRkbs+KingsdaleKwittkenLaird+PartnersLBNLuntz Globalmono AdvertisingNorthstarRedscoutReleventHud:sunRumble FoxSloane & CompanySource Marketing72andSunnyTEAMThe Media KitchenTrade XVITROVarick Media ManagementYamamoto

ASIA

Allison+PartnersAnomalyCP+Bkbs+

UK/EUROPE

72andSunnyAlbionAllison+PartnersAnomalyCP+BDonerkbs+KwittkenNorthstarPath WorldwideRedscout

CANADA

6 DegreesAndretti Sports MarketingAnomalyAttentionBOOM! MarketingBruce Mau DesignBMIRGale43kbs+KennaKwittkenKingsdaleNorthstarTatt2 MediaUnionVeritas

SOUTH AMERICA

CP+B

Page 8: Newsletter Q4 2014

2014 Q4 INVESTOR NEWSLETTER 7

CREATIVITY IS FAR, FAR BIGGER THAN A DEPARTMENT, AND FAR MORE FUNDAMENTAL THAN EXECUTIONCARL JOHNSON, FOUNDER & GLOBAL CEO, ANOMALY

Bruce Mau Design/Biomuseo

Page 9: Newsletter Q4 2014

2014 Q4 INVESTOR NEWSLETTER 8

MDC PARTNERS CORPORATE ACTIVITY

8

Kbs+/BMO

CP+B/Fruit of the Loom

Doner/JBL

Doner/AutoTrader

Redscout Opens London OfficeExtending its reach overseas, MDC’s innovation agency Redscout has opened an office in London to support its growth plans and international expansion. The London operations will be led by Jason Cobbold, a proven through-leader and market-disruptor who joins Redscout from Publicis London. With over half of the agency’s business focused on global clients, the London office will serve as an important hub for its global work.

Expansion of Credit FacilityMDC completed the expansion and extension of our bank facility which serves to increase our borrowing capacity by $100 million to $325 million, and extends the maturity out an additional 18 months until September 30, 2019. We see this as an important step in the evolution of MDC as a larger company competing on a global scale – increasing our capital base, further reducing our cost of capital, and providing further financial flexibility to help fund our growing business. This, together with our strong balance sheet and liquidity position, makes for a very attractive financial foundation for MDC to grow.

Kwittken Launches in TorontoPublic relations firm Kwittken has launched a Canadian practice, marking the agency’s third office worldwide alongside the New York headquarters and its London outpost. Kwittken’s Toronto practice will be located inside the office of its parent company, KBS Toronto, and will serve as a complementary offering to the KBS stack as well as be positioned to facilitate cross-selling from existing KBS clients.

Update on AccentIn December MDC announced plans to pursue a partner for our customer engagement business, Accent Marketing Services. As we discussed at the investor day, we believe the planned Accent transaction will make MDC a faster growing, higher margin, and less capital-intensive business overall. We are running an active process and are engaged in productive conversations which gives us considerable confidence that a transaction will take place during the first half of this year. Given the pending divestiture, the business has been moved to discontinued operations, and our reported financials from continuing operations exclude Accent both in the current and prior period.

Page 10: Newsletter Q4 2014

2014 Q4 INVESTOR NEWSLETTER 9

MDC PARTNERS CORPORATE ACTIVITY

9

UPCOMING EVENTS

MDC CARES SPOTLIGHT

MDC PARTNERS HOLDS 2014 INVESTOR DAY

RECENT EVENTS

Doner/JBL

This fall, MDC Partners proudly kicked off our

new partnership with Dreamflight, a UK-based

children’s organization that takes children with

serious illness or disability to Orlando, Florida

for the trip of a lifetime. While in Orlando, the

children visit area theme parks accompanied by a

full medical staff and a team of volunteers. MDC

proudly supported the volunteer involvement of five

head office staff members who joined the group,

accompanying the children on rides, running

games and activities, and making sure it was a

trip to remember.

11/21/2014Morgan Stanley European Technology, Media & Telecoms ConferenceBarcelona, Spain

12/4/2014MDC Partners 2014 Investor DayNew York, NY

12/8/2014UBS 42nd Annual Global Media and Communications ConferenceNew York, NY

12/9/2014BMO Technology & Digital Media ConferenceNew York, NY

1/7/2015Citi 2015 Internet, Media & Telecommunications ConferenceLas Vegas, NV

Additional information about MDC investor events is available at www.mdc-partners.com.

2/24/2015JP Morgan Global High Yield & Leveraged Finance ConferenceMiami, FL

3/10/2015Deutsche Bank Media, Internet & Telecom ConferencePalm Beach, FL

3/11/2015Piper Jaffray Technology, Media and Telecommunications ConferenceNew York, NY

3/11/2015Goldman Sachs TMT Leveraged Finance ConferenceNew York, NY

MDC Partners hosted a well-attended

investor day on December 4 in New

York City. Througout the program, MDC

Partners showcased our growth strategy,

exceptional talent and transformative

client work, demonstrating the power

of our disruptive approach and why we

believe we are positioned to gain material

market share for many years to come.

The event featured keynote presentations

and panel discussions led by MDC

Partners management and partner agency

leaders. There was also an opportunity to

meet with MDC Partners executives and

agency leadership during a networking

lunch. Attendance was up 40% from last

year, with 90 people donning the Oculus

Rift headset to try out the virtual reality

experience created by our partner Relevent

to promote HBO’s “Game of Thrones”.

On a sunny Saturday in late October, MDC

Partners brought together a team of more than

150 racers from kbs+, Concentric, Laird+Partners,

Redscout, HL Group, Assembly and MDC as we

participated in the Westside YMCA’s Fit for All

5K, raising funds for youth obesity prevention

programs. The team dressed for the occasion,

sporting fantastic Halloween costumes, and for the

second year in a row, the MDC team was awarded

the “Biggest Team Award”.

And finally, as the holidays drew near, holiday

initiatives kicked off across the network. At MDC

Toronto, team members shopped and wrapped

gifts for children sponsored from the Toronto

Kiwanis Boys and Girls Clubs. Meanwhile, the

New York team wrapped up the holidays in support

of the New York Cares Winter Wishes program,

alongside kbs+, Assembly, Laird+Partners and

several more and gathered food in support of

the Bowery Mission’s Food Bank and programs

to benefit New York’s homeless.

For more information about MDC’s ongoing

community and philanthropic initiatives,

please visit the MDC Cares Blog at

www.mdccares.com

MDC runners at YMCA’s Fit For All 5K

MDC 2014 Investor Day

Page 11: Newsletter Q4 2014

2014 Q4 INVESTOR NEWSLETTER 10

MDC Partners is one of the leading and fastest-growing

global Business Transformation Organizations. We thrive by

empowering the most talented, entrepreneurial and innovative

thought leaders to drive competitive advantage and business

growth for clients. Our agency partners leverage technology,

marketing communications, data analytics, insights

and strategic consulting solutions to drive meaningful,

measureable returns on marketing and communications

investments for over 1,500 clients worldwide.

Global LeadershipMiles S. Nadal

Chairman & CEO

David Doft

CFO

Bob Kantor

Chief Marketing & Business Development Officer

4A’s O’TOOLE Awards

monoSmall Agency of the Year (2012)

Advertising Age

72andSunnyAgency of the Year (2014)

72andSunnyMost Viral Agency of the Year (2014)

AnomalyMost Viral Super Bowl Ad (2014)

CP+BAgency of the Decade (2010)

Adweek

72andSunnyAgency of the Year (2013)

kbs+Project Isaac Awards (2014), 2 Gold

Cannes Lions

72andSunnyGold (2014) (Samsung)

AnomalyGold (2014) (Dick’s Sporting Goods)

MDC VariousFive Grand Prix (2012)

Creativity A-List

72andSunnyInnovators of the Year (2014)

72andSunnyAgency of the Year (2013)

The Delaney Report

DonerAgency of the Year (2013)

EFFIES

72andSunnyGold (2014) (Activision)

72andSunnySilver (2014) (Samsung)

AnomalySilver (2014) (Bud Canada)

72andSunnyGrand Prix, Gold (2013) (Activision)

CP+BGold (2013) (Kraft)

CP+BGold (2013) (Amex)

CP+BGold (2012) (Baby Carrots)

EMMYS

CP+B Late Night with Jimmy Fallon (2014)

AnomalyAvec Eric (2011)

The Holmes Report

Allison+PartnersGrand North American Agency of the Year (2014)

KwittkenSmall Agency of the Year (2014)

VeritasCanadian Consultancy of the Year (2014)

Hunter PRConsumer Agency of the Year (2014)

Sloane & CompanyCrisis Agency of the Year (2012)

Jay Chiat Awards for Strategic Excellence

72andSunnyGrand Prix (2013)

Medical Market & Media Magazine

ConcentricTop 100 Agencies (2014)

ONE Show

AnomalyGold (2014) (Budweiser)

72andSunnyGold (2014) (Samsung)

kbs+Automobile Advertising of the Year (2013) (BMW)

Ogilvy Awards

CP+BGrand Prix (2011) (Domino’s)

PRSA

Exponent PRIndustry Campaign of the Year (Healthcare) (2014) (Medtronic)

ExponentIndustry Campaign of the Year (B2B) (2014) (DuPont)

PRWeek

Allison+PartnersTechnology Campaign of the Year (2013) (Dropbox)

ContactsInvestor Inquiries

Matt Chesler, CFA

VP, Investor Relations

[email protected]

646-412-6877

Press Inquiries

Alexandra Delanghe

SVP, Corporate Communications

[email protected]

646-429-1845

Company Securities

MDC Partners’ Class A Shares are

publically traded on NASDAQ under

the symbol “MDCA” and on the

Toronto Stock Exchange under the

symbol “MDZ.A”

Additional Information

Additional information is available on

our corporate website at

www.mdc-partners.com

A PARTNER COMPANY NOT A PARENT COMPANY

Notable Awards

6 Degrees

72andSunny

Albion

Allison+Partners

Andretti Sports Marketing

Anomaly

Assembly

Attention

BOOM! Marketing

Bruce Mau Design

Bryan Mills Iradesso

Civilian

Colle+McVoy

Concentric

CP+B

Doner

Exponent PR

Hello Design

HL Group

Hud:sun Media

Hunter PR

kbs+

Kenna

Kingsdale Shareholder Services

Kwittken

Laird+Partners

LBN

Luntz Global

MDC Media Partners

mono

Northstar Research Partners

Path Worldwide

Real Interactive

Redscout

Relevent

Rumble Fox

Sloane & Company

Source Marketing

TEAM

The Media Kitchen

Trade X

Union

Varick Media Management

Veritas

VITRO

Yamamoto

Partners

MDC PARTNERS FACT SHEET

10

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Page 12: Newsletter Q4 2014

Forward Looking Statements & Other Information

This presentation, including our “2015 Guidance Outlook”, contains forward-

looking statements. The Company’s representatives may also make forward-looking

statements orally from time to time. Statements in this presentation that are not

historical facts, including statements about the Company’s beliefs and expectations,

earnings guidance, recent business and economic trends, potential acquisitions,

estimates of amounts for deferred acquisition consideration and “put” option rights,

constitute forward-looking statements. These statements are based on current

plans, estimates and projections, and are subject to change based on a number of

factors, including those outlined in this section. Forward-looking statements speak

only as of the date they are made, and the Company undertakes no obligation to

update publicly any of them in light of new information or future events, if any.

Forward-looking statements involve inherent risks and uncertainties. A number of

important factors could cause actual results to differ materially from those contained

in any forward-looking statements. Such risk factors include, but are not limited to,

the following:

· risks associated with severe effects of international, national and regional

economic downturn;

· the Company’s ability to attract new clients and retain existing clients;

· the spending patterns and financial success of the Company’s clients;

· the Company’s ability to remain in compliance with its debt agreements and the

Company’s ability to finance its contingent payment obligations when due and

payable, including but not limited to those relating to “put” option rights and

deferred acquisition consideration;

· the successful completion and integration of acquisitions which compliment and

expand the Company’s business capabilities; and

· foreign currency fluctuations.

The Company’s business strategy includes ongoing efforts to engage in material

acquisitions of ownership interests in entities in the marketing communications

services industry. The Company intends to finance these acquisitions by using

available cash from operations and through incurrence of bridge or other debt

financing, either of which may increase the Company’s leverage ratios, or by issuing

equity, which may have a dilutive impact on existing shareholders proportionate

ownership. At any given time the Company may be engaged in a number of

discussions that may result in one or more material acquisitions. These opportunities

require confidentiality and may involve negotiations that require quick responses by

the Company. Although there is uncertainty that any of these discussions will result

in definitive agreements or the completion of any transactions, the announcement

of any such transaction may lead to increased volatility in the trading price of the

Company’s securities.

Investors should carefully consider these risk factors and the additional risk factors

outlined in more detail in the Annual Report on Form 10-K under the caption “Risk

Factors” and in the Company’s other SEC filings.

2014 Q4 FINANCIAL NEWSLETTER