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AMG Advanced Metallurgical Group N.V. Reports Third Quarter 2020 Results

AMG Advanced Metallurgical Group N.V.
·22-min read


Coronavirus Update

  • As of today, we have 13 active confirmed coronavirus cases globally. AMG has not experienced any coronavirus related fatalities, and our current cases have not resulted in a facility closure or operational interruption. AMG continues to implement preventive measures such as practicing social distancing, remote working when possible, and restrictions on travel to protect the health and safety of our employees.

Strategic Highlights

  • The Company will change its organizational structure effective January 1, 2021. This change will result in three reporting segments: AMG Clean Energy Materials (“CEM”), AMG Critical Materials Technologies (“CMT”) and AMG Critical Minerals (“CMI”).

  • The construction of AMG’s second ferrovanadium plant in Zanesville, Ohio is proceeding as planned. As of September 30, 2020, AMG has committed $184 million in construction and engineering contracts for the project.

  • AMG continued basic engineering for its lithium hydroxide refinery project in Sachsen-Anhalt, Germany and a final investment decision is presently expected in early 2021.

  • Shell & AMG Recycling B.V. signed a memorandum of understanding (MOU) with Shandong Yulong Petrochemical Co., Ltd. to enter into exclusive arrangements to evaluate the potential for construction and operation of a spent catalyst recycling facility in Yantai, China.


Financial Highlights

  • AMG Engineering’s order intake in the first 9 months of 2020 was $177 million, a 5% increase from $169 million in the first 9 months of 2019.

  • AMG’s liquidity as of September 30, 2020, was $376 million, with $206 million of unrestricted cash and $170 million of revolving credit availability.

  • EBITDA was $14.1 million in the third quarter of 2020, a 42% decrease from $24.4 million in the third quarter of 2019. COVID-19 had a negative $23 million impact in the third quarter of 2020 which is explained in more detail on page 3.

  • AMG reduced SG&A by 16% in the third quarter of 2020 to $29.6 million, compared to $35.1 million in the third quarter of 2019, due to lower personnel costs and ongoing cost reduction initiatives.

  • Cash from operating activities on a year to date basis was $8.3 million, an increase of $17.2 million over the same period in 2019.

Amsterdam, 28 October 2020 (Regulated Information) --- AMG Advanced Metallurgical Group N.V. (“AMG”, EURONEXT AMSTERDAM: “AMG”) reported third quarter 2020 revenue of $197.7 million, a 27% decrease from $269.9 million in the third quarter of 2019. EBITDA for the third quarter of 2020 was $14.1 million, a 42% decrease from $24.4 million in the third quarter of 2019, largely due to pandemic-induced lower volumes and prices versus the third quarter of last year. EBIT decreased to $3.1 million in the third quarter of 2020 from $13.9 million in the third quarter of 2019.

Revenue dropped 27% in the third quarter of 2020, driven by pandemic-related impacts across AMG’s entire portfolio. AMG Critical Materials achieved an EBITDA of $9.4 million, a 7% increase from the third quarter of 2019, due to select volume increases and cost reduction efforts across the segment. AMG Technologies achieved an EBITDA of $4.7 million in the third quarter of 2020, a 70% decline from the third quarter of 2019. The decline was primarily driven by reduced aerospace activity leading to project execution delays and volume reductions, as well as lower profitability associated with metal price declines for the Titanium Alloys and Coatings business.

Dr. Heinz Schimmelbusch, Chairman of the Management Board and CEO, said, “Out of over 3,000 AMG employees at 33 sites in 15 countries, AMG has 13 active confirmed coronavirus cases globally. AMG’s priority continues to be the health and safety of our employees.

“In these unprecedented times, we believe it is imperative to preserve a strong liquidity position. The current global pandemic continued to significantly impact our financial results in the third quarter with dramatically lower volumes in our aerospace exposed businesses, compounding the historically low prices AMG is experiencing across our portfolio. Our ongoing focus is on our comprehensive programs to reduce operating costs, SG&A, working capital, and limit all non-essential capital expenditures. We are implementing an 8% workforce reduction, or 250 positions, and we have 285 full time equivalent employees on furlough or Kurzarbeit. As a result of these ongoing efforts, our liquidity position is $376 million as of September 30, 2020.

“It is important to note that AMG Engineering’s order intake in the first 9 months of 2020 increased 5% from $169 million in 2019 to $177 million in 2020. This increase is due to the end-market diversity within AMG Engineering’s product portfolio.

“We continue to execute our key strategic programs: the construction of the plant in Zanesville, Ohio, which will essentially double our recycling capacity for refinery residues, is proceeding as planned, utilizing the funds raised from our municipal bond. Basic engineering of the new lithium hydroxide refinery in Germany continues and a final investment decision is presently expected in early 2021. Shell & AMG Recycling B.V. continues to pursue refinery residue recycling opportunities globally with a focus on the Middle East and China, including the signed memorandum of understanding (MOU) earlier this week with Shandong Yulong Petrochemical Co., Ltd. to enter into exclusive arrangements to evaluate the potential for construction and operation of a spent catalyst recycling facility in Yantai, China.

“In addition, we are pleased to announce a change in the organizational structure from January 1, 2021 and segmental realignment, which will provide investors increased transparency in the way we will manage our business and highlight our capital allocation strategy. AMG Clean Energy Materials will be comprised of the Vanadium, Lithium and Tantalum business units. AMG Critical Materials Technologies will be comprised of the Engineering, Titanium Alloys and Chrome Metal business units. AMG Critical Minerals will be comprised of the Graphite, Silicon, and Antimony business units.

“AMG Clean Energy Materials combines our recycling and mining operations producing materials for infrastructure and energy storage solutions while reducing the CO2 footprint of both suppliers and customers. Clean Energy Materials spans the vanadium, lithium, and tantalum value chains, and in lithium we will move further downstream into lithium hydroxide production. AMG Critical Materials Technologies combines our leading vacuum furnace technology line with high-purity materials serving global leaders in the aerospace sector. AMG Critical Minerals consists of our mineral processing operations in antimony, graphite and silicon metal.”

AMG

·Clean Energy

·Critical Minerals

·Critical Materials

Materials

Technologies

·Vanadium

·Antimony

·Engineering

·Tantalum

·Silicon

·Titanium Alloys

·Lithium

·Graphite

·Chrome Metal

COVID-19 Effect on AMG’s Business

EBITDA was significantly lower during the quarter due to temporary pandemic-related interruptions to our business. As such, we are providing a summary of the estimated impact of the pandemic on our operations during the third quarter. Our estimated COVID-19 EBITDA impact is approximately $23 million for the third quarter. This has been estimated based on a bottom-up analysis of our business units and a detailed comparison to the Company’s financial plan prior to the pandemic.

AMG Critical Materials’ pandemic-related impacts continued from the second quarter into the third, but we saw increased volumes being sold to our customers in four of seven of our business units. Prices continue to be affected by high inventories across global supply chains, particularly in our vanadium and chrome businesses.

AMG Technologies’ pandemic-related impacts continued to be driven by the decreased and postponed volumes from our aerospace customers, but we also experienced difficulty finalizing vacuum furnace orders and servicing our customers with replacement parts due to global travel restrictions. These effects were offset by an improved performance from our Heat Treatment Services business, which experienced higher demand as a result of the rapidly recovering automotive sector.

Key Figures

In 000’s US dollars

Q3 ‘20

Q3 ‘19

Change

Revenue

$197,740

$269,873

(27%)

Gross profit

20,849

24,907

(16%)

Gross margin

10.5%

9.2%

Operating loss

(8,687)

(10,621)

18%

Operating margin

(4.4%)

(3.9%)

Net loss attributable to shareholders

(12,775)

(17,775)

28%

EPS - Fully diluted

(0.45)

(0.60)

25%

EBIT (1)

3,097

13,917

(78%)

EBITDA (2)

14,143

24,396

(42%)

EBITDA margin

7.2%

9.0%

Cash used in operating activities

(8,393)

(4,852)

(73%)

Note:

  1. EBIT is defined as earnings before interest and income taxes. EBIT excludes restructuring, asset impairment, inventory cost adjustments, environmental provisions, exceptional legal expenses, equity-settled share-based payments, strategic expenses and includes foreign currency gains or losses.

  2. EBITDA is defined as EBIT adjusted for depreciation and amortization.


Operational Review

AMG Critical Materials

Q3 ‘20

Q3 ‘19

Change

Revenue

$117,708

$165,227

(29%)

Gross profit (loss)

8,223

(1,317)

N/A

Gross profit excluding exceptional items

13,896

20,426

(32%)

Operating loss

(7,330)

(20,887)

65%

EBITDA

9,398

8,803

7%

AMG Critical Materials’ revenue in the third quarter decreased by $47.5 million, or 29%, to $117.7 million, driven largely by lower average prices across six of the seven business units during the quarter, partially offset by higher sales volumes of ferrovanadium, lithium concentrate, tantalum, graphite and silicon.

Gross profit in the third quarter increased by $9.5 million to $8.2 million. The increase was primarily driven by a non-cash expense in the prior year related to a vanadium inventory adjustment as a result of lower vanadium prices.

SG&A expenses in the third quarter of 2020 were $15.6 million, $4.0 million lower than the third quarter 2019, primarily due to lower personnel costs, lower professional fees, and cost reduction efforts across the business.

The third quarter 2020 EBITDA margin was 8%, compared to 5% in the same period in the prior year, due to cost reduction efforts as noted above.

AMG Technologies

Q3 ‘20

Q3 ‘19

Change

Revenue

$80,032

$104,646

(24%)

Gross profit

12,626

26,224

(52%)

Gross profit excluding exceptional items

12,691

26,623

(52%)

Operating (loss) profit

(1,357)

10,266

N/A

EBITDA

4,745

15,593

(70%)

Order backlog increased slightly versus June 30, 2020, resulting in a level of $217.7 million as of September 30, 2020, as the Company signed $40.9 million in new orders during the third quarter of 2020. This represents a 0.7x book to bill ratio. The quarter benefited from strong orders of induction melting and arc remelting furnaces for specialty steel producers.

AMG Technologies' third quarter 2020 revenue decreased due to reduced aerospace activity leading to order postponements and volume reductions, as well as lower profitability associated with metal price declines for the Titanium Alloys and Coatings business. Consequently, third quarter 2020 gross profit decreased by $13.6 million, or 52%, to $12.6 million.

SG&A expenses decreased to $14.0 million in the third quarter of 2020, $1.5 million lower than the same period in 2019 due to lower personnel costs, lower professional fees, and ongoing cost reduction efforts across the business.

AMG Technologies’ third quarter EBITDA decreased by 70%, or $10.8 million, to $4.7 million from $15.6 million in the third quarter of 2019 due to lower profitability related to the challenging economic environment as outlined above.

Financial Review

AMG recorded an income tax expense of $0.1 million in the third quarter of 2020, compared to an expense of $1.5 million in the same period in 2019. This decreased tax expense was mainly driven by a quarter-over-quarter decrease of $2.7 million in non-cash tax expense due to movements in the Brazilian real. Movements in the Brazilian real exchange rate impact the valuation of the Company’s net deferred tax assets. The devaluation of the real during the third quarter of 2020 resulted in an additional non-cash tax expense of $1.7 million, compared to an expense of $4.4 million in the same period in 2019.

AMG made tax payments of $10.7 million in the third quarter of 2020, compared to tax payments of $7.2 million in the same period in 2019. The current quarter payments were a result of international COVID-19 tax measures which enabled AMG to delay most of its tax payments from the first half of 2020 to the third quarter.

Exceptional Items

AMG’s third quarter 2020 gross profit of $20.8 million includes exceptional items, which are not included in the calculation of EBITDA.

A summary of exceptional items included in gross profit in the third quarters of 2020 and 2019 are below:

Exceptional items included in gross profit

Q3 ‘20

Q3 ‘19

Change

Gross profit

$20,849

$24,907

(16%)

Inventory cost adjustment

4,867

21,112

(77%)

Restructuring expense

528

732

(28%)

Asset impairment expense

298

N/A

Strategic project expense

343

N/A

Gross profit excluding exceptional items

26,587

47,049

(43%)

As a result of decreases in metal prices versus the second quarter of 2020, AMG had a $4.9 million exceptional non-cash expense for inventory cost adjustments during the third quarter which has been adjusted in EBITDA. The Company is in the ramp-up phase for three significant strategic expansion projects, including AMG Vanadium’s expansion project, the joint venture with Shell, and the lithium expansion in Germany, which incurred project expenses during the quarter but are not yet operational. AMG is adjusting EBITDA for these exceptional charges.

Liquidity

September 30, 2020

December 31, 2019

Change

Senior secured debt

$365,148

$366,682

Cash & equivalents

206,080

226,218

(9%)

Senior secured net debt

159,068

140,464

13%

Other debt

17,619

12,144

45%

Net debt excluding municipal bond

176,687

152,608

16%

Municipal bond debt

319,753

319,911

Restricted cash

241,145

309,581

(22%)

Net debt

255,295

162,938

57%

AMG had a net debt position of $255.3 million as of September 30, 2020. This increase was mainly due to the significant investment in growth initiatives during the quarter, especially the vanadium expansion.

Cash used in operating activities of ($8.4) million in the third quarter of 2020 decreased by $3.5 million compared to the same period in 2019, primarily due to lower profitability and higher tax payments due to COVID-19 tax measures noted previously.

Capital expenditures, including capitalized borrowing costs, increased to $38.2 million in the third quarter of 2020 compared to $13.3 million in the same period in 2019. Capital spending is largely attributable to AMG Vanadium’s expansion project.

As of September 30, 2020, AMG had $206 million of unrestricted cash and equivalents and total liquidity of $376 million.

Net Finance Costs

AMG’s third quarter 2020 net finance costs decreased to $4.5 million from $5.9 million in the third quarter of 2019. Additionally, AMG capitalized $3.7 million of borrowing costs in the third quarter of 2020 primarily driven by interest associated with the Company’s tax-exempt municipal bond supporting the vanadium expansion in Ohio.

SG&A

AMG’s third quarter 2020 SG&A expenses were $29.6 million compared to $35.1 million in the third quarter of 2019, due to continued cost reduction efforts across the business as detailed earlier.

Outlook

AMG’s first and most important priority is to ensure the health and safety of our employees.

We are focused on three priorities:

  1. preserving our strong liquidity position;

  2. reducing costs and improving our productivity to maintain our low-cost position and prepare the Company for an economic upturn;

  3. driving long-term value creation by executing our transformational strategic projects in vanadium recycling and our lithium downstream expansion.

We believe second quarter EBITDA was the low point and we expect to continue to progress our EBITDA growth in 2021.

Segmental Realignment

AMG’s pro forma segmental information for AMG Clean Energy Materials, AMG Critical Materials Technologies, and AMG Critical Minerals for 2020 is shown below:

AMG Clean Energy Materials

Q1 ‘20

Q2 ‘20

Q3 ‘20

Revenue

69,219

53,054

56,396

Gross profit (loss)

4,307

1,818

(135)

Operating loss

(5,654)

(5,481)

(8,269)

EBITDA

(1,048)

1,279

3,268

AMG Critical Materials Technologies

Q1 ‘20

Q2 ‘20

Q3 ‘20

Revenue

151,311

106,648

89,177

Gross profit

28,564

12,582

12,342

Operating profit (loss)

9,695

(2,403)

(3,827)

EBITDA

16,570

2,829

4,313

AMG Critical Minerals

Q1 ‘20

Q2 ‘20

Q3 ‘20

Revenue

57,760

47,908

52,167

Gross profit

10,289

6,141

8,642

Operating profit

4,285

1,194

3,409

EBITDA

6,807

3,648

6,562



Net loss to EBITDA reconciliation

Q3 ‘20

Q3 ‘19

Net loss

($13,644)

($18,021)

Income tax benefit

32

1,541

Net finance cost*

5,431

6,276

Equity-settled share-based payment transactions

3,212

1,363

Restructuring expense

528

732

Inventory cost adjustment

4,867

21,112

Asset impairment expense

298

Strategic project expense

1,995

Others

676

616

EBIT

3,097

13,917

Depreciation and amortization

11,046

10,479

EBITDA

14,143

24,396

*Excludes foreign exchange income.



AMG Advanced Metallurgical Group N.V.

Condensed Interim Consolidated Income Statement

For the quarter ended September 30

In thousands of US dollars

2020

2019

Unaudited

Unaudited

Continuing operations

Revenue

197,740

269,873

Cost of sales

176,891

244,966

Gross profit

20,849

24,907

Selling, general and administrative expenses

29,619

35,067

Environmental expense

-

491

Other income

(83)

(30)

Net other operating (income) expense

(83)

461

Operating loss

(8,687)

(10,621)

Finance income

(1,155)

(706)

Finance cost

5,651

6,565

Net finance cost

4,496

5,859

Share of loss of associates

(429)

-

Loss before income tax

(13,612)

(16,480)

Income tax expense

32

1,541

Loss for the period

(13,644)

(18,021)

Loss attributable to:

Shareholders of the Company

(12,775)

(17,775)

Non-controlling interests

(869)

(246)

Loss for the period

(13,644)

(18,021)

Loss per share

Basic loss per share

(0.45)

(0.60)

Diluted loss per share

(0.45)

(0.60)


AMG Advanced Metallurgical Group N.V.

Condensed Interim Consolidated Income Statement

For the nine months ended September 30

In thousands of US dollars

2020

2019

Unaudited

Unaudited

Continuing operations

Revenue

683,640

920,008

Cost of sales

599,090

832,140

Gross profit

84,550

87,868

Selling, general and administrative expenses

91,715

106,242

Environmental expense

55

491

Other income

(169)

(155)

Net other operating (income) expense

(114)

336

Operating loss

(7,051)

(18,710)

Finance income

(2,446)

(3,066)

Finance cost

18,679

24,916

Net finance cost

16,233

21,850

Share of loss of associates

(429)

-

Loss before income tax

(23,713)

(40,560)

Income tax expense (benefit)

16,134

(6,057)

Loss for the period

(39,847)

(34,503)

Loss attributable to:

Shareholders of the Company

(38,853)

(34,044)

Non-controlling interests

(994)

(459)

Loss for the period

(39,847)

(34,503)

Loss per share

Loss earnings per share

(1.37)

(1.14)

Loss earnings per share

(1.37)

(1.14)


AMG Advanced Metallurgical Group N.V.

Condensed Interim Consolidated Statement of Financial Position

In thousands of US dollars

September 30, 2020
Unaudited



December 31,
2019

Assets

Property, plant and equipment

500,736

429,993

Goodwill and other intangible assets

42,314

41,923

Derivative financial instruments

485

922

Other investments

22,914

23,565

Deferred tax assets

55,544

60,945

Restricted cash

241,145

309,581

Other assets

7,341

11,072

Total non-current assets

870,479

878,001

Inventories

167,198

204,152

Derivative financial instruments

2,396

2,693

Trade and other receivables

107,376

119,052

Other assets

44,400

33,860

Current tax assets

2,477

7,980

Cash and cash equivalents

206,080

226,218

Total current assets

529,927

593,955

Total assets

1,400,406

1,471,956




AMG Advanced Metallurgical Group N.V.

Condensed Interim Consolidated Statement of Financial Position

(continued)

In thousands of US dollars

September 30, 2020
Unaudited



December 31,
2019

Equity

Issued capital

831

831

Share premium

489,546

489,546

Treasury shares

(80,584)

(83,880)

Other reserves

(124,854)

(116,358)

Retained earnings (deficit)

(177,857)

(129,626)

Equity attributable to shareholders of the Company

107,082

160,513

Non-controlling interests

24,809

23,893

Total equity

131,891

184,406



Liabilities
Loans and borrowings

671,799

669,497

Lease liabilities

44,511

46,490

Employee benefits

184,237

175,870

Provisions

14,641

28,984

Other liabilities

7,947

3,629

Derivative financial instruments

4,268

4,289

Deferred tax liabilities

7,330

4,300

Total non-current liabilities

934,733

933,059


Loans and borrowings

23,221

21,740

Lease liabilities

4,285

4,227

Short-term bank debt

7,500

7,500

Other liabilities

60,897

61,479

Trade and other payables

162,470

157,108

Derivative financial instruments

13,481

4,037

Advance payments

30,465

57,650

Current tax liability

6,568

18,299

Provisions

24,895

22,451

Total current liabilities

333,782

354,491

Total liabilities

1,268,515

1,287,550

Total equity and liabilities

1,400,406

1,471,956


AMG Advanced Metallurgical Group N.V.

Condensed Interim Consolidated Statement of Cash Flows



For the nine months ended September 30

In thousands of US dollars

2020

2019

Unaudited

Unaudited

Cash from (used in) operating activities

Loss for the period

(39,847)

(34,503)

Adjustments to reconcile net loss to net cash flows:

Non-cash:

Income tax expense (benefit)

16,134

(6,057)

Depreciation and amortization

32,181

30,645

Asset impairments

98

5,522

Net finance cost

16,233

21,850

Loss (gain) on sale or disposal of property, plant and equipment

248

(96)

Equity-settled share-based payment transactions

5,956

4,092

Movement in provisions, pensions, and government grants

(7,468)

(5,630)

Working capital and deferred revenue adjustments

8,242

10,875

Cash generated from operating activities

31,777

26,698

Finance costs paid, net

(14,261)

(18,361)

Income tax paid

(9,255)

(17,281)

Net cash from (used in) operating activities

8,261

(8,944)

Cash used in investing activities

Proceeds from sale of property, plant and equipment

48

305

Acquisition of property, plant and equipment and intangibles

(77,042)

(38,422)

Investments in associates and joint ventures

(1,000)

-

Change in restricted cash

68,436

(314,671)

Interest received on restricted cash

1,107

1,486

Capitalized borrowing cost

(15,134)

-

Other

25

-

Net cash used in investing activities

(23,560)

(351,302)




AMG Advanced Metallurgical Group N.V.

Condensed Interim Consolidated Statement of Cash Flows

(continued)



For the nine months ended September 30

In thousands of US dollars

2020

2019

Unaudited

Unaudited

Cash (used in) from financing activities

Proceeds from issuance of debt

7,684

324,996

Payment of transaction costs related to the issuance of debt

-

(4,981)

Repayment of borrowings

(2,997)

(2,728)

Proceeds from issuance of common shares

-

3,100

Net repurchase of common shares

(638)

(89,881)

Dividends paid

(9,513)

(16,703)

Payment of lease liabilities

(3,308)

(2,876)

Contributions by non-controlling interests

557

-

Net cash (used in) from financing activities

(8,215)

210,927

Net decrease in cash and cash equivalents

(23,514)

(149,319)

Cash and cash equivalents at January 1

226,218

381,900

Effect of exchange rate fluctuations on cash held

3,376

(3,551)

Cash and cash equivalents at September 30

206,080

229,030

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

This press release contains regulated information as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

About AMG

AMG is a global critical materials company at the forefront of CO2 reduction trends. AMG produces highly engineered specialty metals and mineral products and provides related vacuum furnace systems and services to the transportation, infrastructure, energy, and specialty metals & chemicals end markets.

AMG Critical Materials produces aluminum master alloys and powders, ferrovanadium, natural graphite, chromium metal, antimony, lithium, tantalum, niobium and silicon metal. AMG Technologies produces titanium aluminides and titanium alloys for the aerospace market; designs, engineers, and produces advanced vacuum furnace systems; and operates vacuum heat treatment facilities, primarily for the transportation and energy industries.

With approximately 3,000 employees, AMG operates globally with production facilities in Germany, the United Kingdom, France, the Czech Republic, the United States, China, Mexico, Brazil, India, Sri Lanka and Mozambique, and has sales and customer service offices in Russia and Japan (www.amg-nv.com).

For further information, please contact:
AMG Advanced Metallurgical Group N.V. +1 610 975 4979
Michele Fischer
mfischer@amg-nv.com

Disclaimer

Certain statements in this press release are not historical facts and are “forward looking.” Forward looking statements include statements concerning AMG’s plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans and intentions relating to acquisitions, AMG’s competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, AMG’s business strategy and the trends AMG anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information. When used in this press release, the words “expects,” “believes,” “anticipates,” “plans,” “may,” “will,” “should,” and similar expressions, and the negatives thereof, are intended to identify forward looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. These forward-looking statements speak only as of the date of this press release. AMG expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in AMG's expectations with regard thereto or any change in events, conditions, or circumstances on which any forward-looking statement is based.

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