dividends, when permissible under any applicable debt financing arrangements, will depend upon, among other things, the Companys financial condition and capital needs, its contractual
obligations, the restrictive covenants under its secured credit facility, the Loan or any other debt financing arrangements, economic conditions and other factors that the Board may deem relevant. The Company cannot provide any assurance as to when
it may resume paying dividends.
On May 12, 2020, the Company issued a press release, a copy of which is furnished as Exhibit 99.1
hereto, addressing the matters described in this Current Report on Form 8-K.
The information
contained in Item 7.01 of this report and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This report
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, but rather reflect the Companys current expectations concerning
future events and results. These statements may include the use of the words believes, expects, intends, plans, anticipates, likely, continues, may,
will, and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning the potential for all or a portion of the Loan to be forgiven and the Companys future dividend
payments, involve risks, uncertainties and other factors, some of which are beyond the Companys control, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such
forward-looking statements. These risks, uncertainties and factors include, but are not limited to, the SBAs future application of the standards for forgiveness of loans under the PPP and those factors set forth in the Companys Annual
Report on Form 10-K for the fiscal year ended January 31, 2020 and subsequent filings the Company makes with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is cautioned not to unduly rely on such forward-looking statements.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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