| VIASAT INC Item 1A Risk Factors You should consider each of the following factors as well as the other information in this annual report in evaluating our business and prospects |
| The risks and uncertainties described below are not the only ones we face |
| Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations |
| If any of the following risks actually occur, our business and financial results could be harmed |
| In that case the trading price of our common stock could decline |
| You should also refer to the other information set forth in this annual report, including our financial statements and the related notes |
| A Significant Portion of Our Revenues Is Derived from a Few of Our Contracts A small number of our contracts account for a significant percentage of our revenues |
| Our largest revenue producing contracts are related to our tactical data links (which includes MIDS) products generating approximately 24prca of our revenues in fiscal year 2006, 22prca of our revenues in fiscal year 2005 and 15prca of our revenues in fiscal year 2004 |
| Our five largest contracts generated approximately 44prca of our revenues in fiscal year 2006, 27prca of our revenues in fiscal year 2005 and 24prca of our revenues in fiscal year 2004 |
| Further, we derived approximately 19prca of our revenues in fiscal year 2006, 26prca of our revenues in fiscal year 2005 and 28prca of our revenues in fiscal year 2004 from sales of VSAT communications networks |
| The failure of these customers to place additional orders or to maintain these contracts with us for any reason, including any downturn in their business or financial condition, or our inability to renew our contracts with these customers or obtain new contracts when they expire, could materially harm our business and impair the value of our common stock |
| If Our Customers Experience Financial or Other Difficulties, Our Business Could Be Materially Harmed A number of our commercial customers have in the past, and may in the future experience financial difficulties |
| Many of our commercial customers face risks that are similar to those we encounter, including risks associated with market growth, product defects, acceptance by the market of products and services, and the ability to obtain sufficient capital |
| Further, many of our customers that provide satellite based services (including WildBlue, Telesat, Intelsat, Shin Satellite, Boeing and AIRINC) could be materially affected by a satellite failure and/or satellite launch failure |
| We cannot assure you that our customers will be successful in managing these risks |
| If our customers do not successfully manage these types of risks, it could impair our ability to generate revenues, collect amounts due from these customers and materially harm our business |
| Major communications infrastructure programs, such as proposed satellite communications systems, are important sources of our current and planned future revenues |
| We also participate in a number of defense programs |
| Programs of these types often cannot proceed unless the customer can raise substantial funds, from either governmental or private sources |
| As a result, our expected revenues can be adversely affected by political developments or by conditions in private and public capital markets |
| They can also be adversely affected if capital markets are not receptive to a customer’s proposed business plans |
| If our customers are unable to raise adequate funds it could materially harm our business and impair the value of our common stock |
| Our Development Contracts May Be Difficult for Us to Comply With and May Expose Us to Third-Party Claims for Damages We are often party to government and commercial contracts involving the development of new products |
| We derived approximately 25prca of our revenues in fiscal year 2006, 24prca of our revenues in fiscal year 2005 and 29prca of our revenues in fiscal year 2004 from these development contracts |
| These contracts typically contain strict performance obligations and project milestones |
| We cannot assure you we will comply with these performance obligations or meet these project milestones in the future |
| If we are unable to comply with these performance obligations or meet these milestones, our customers may terminate these contracts and, under some circumstances, recover damages or other penalties from us |
| We are not currently, nor have we always been, in compliance with all outstanding performance obligations and project milestones |
| In the past, when we have not complied with the 20 _________________________________________________________________ [71]Table of Contents performance obligations or project milestones in a contract, generally, the other party has not elected to terminate the contract or seek damages from us |
| However, we cannot assure you in the future other parties will not terminate their contracts or seek damages from us |
| If other parties elect to terminate their contracts or seek damages from us, it could materially harm our business and impair the value of our common stock |
| Our agreements with our customers generally contain terms designed to limit our exposure to potential product liability claims |
| We also maintain a product liability insurance policy for our business |
| However, our insurance may not cover all relevant claims or may not provide sufficient coverage |
| If our insurance coverage does not cover all costs resulting from future product liability claims, it could materially harm our business and impair the value of our common stock |
| We May Experience Losses from Our Fixed-Price Contracts Approximately 88prca of our revenues in fiscal year 2006, 88prca of our revenues in fiscal year 2005 and 89prca of our revenues in fiscal year 2004 were derived from government and commercial contracts with fixed prices |
| We assume greater financial risk on fixed-price contracts than on other types of contracts because if we do not anticipate technical problems, estimate costs accurately or control costs during performance of a fixed-price contract, it may significantly reduce our net profit or cause a loss on the contract |
| In the past, we have experienced significant cost overruns and losses on fixed price contracts |
| We believe a high percentage of our contracts will be at fixed prices in the future |
| Although we attempt to accurately estimate costs for fixed-price contracts, we cannot assure you our estimates will be adequate or that substantial losses on fixed-price contracts will not occur in the future |
| If we are unable to address any of the risks described above, it could materially harm our business and impair the value of our common stock |
| Financial accounting standards in the US are constantly under review and may be changed from time to time |
| Once implemented, these changes could result in material fluctuations in our financial results of operations on a quarterly or annual basis and the manner in which such results of operations are reported |
| Similarly, we are subject to taxation in the US and a number of foreign jurisdictions |
| Rates of taxation, definitions of income, exclusions from income, and other tax policies (ie research credits and manufacturing deductions) are subject to change over time |
| Changes in tax laws in a jurisdiction in which we have reporting obligations could have a material impact on our results of operations and impair the value of our common stock |
| Our Reliance on a Limited Number of Third Parties to Manufacture and Supply Our Products Exposes Us to Various Risks Our internal manufacturing capacity is limited and we do not intend to expand our capability in the foreseeable future |
| We rely on a limited number of contract manufacturers to produce our products and expect to rely increasingly on these manufacturers in the future |
| In addition, some components, subassemblies and services necessary for the manufacture of our products are obtained from a sole supplier or a limited group of suppliers |
| Our reliance on contract manufacturers and on sole suppliers or a limited group of suppliers involves several risks |
| We may not be able to obtain an adequate supply of required components, and our control over the price, timely delivery, reliability and quality of finished products may be reduced |
| The process of manufacturing our products and some of our components and subassemblies is extremely complex |
| We have in the past experienced and may in the future experience delays in the delivery of and quality problems with products and components and subassemblies from vendors |
| Some of the suppliers we rely upon have relatively limited financial and other resources |
| Some of our vendors have manufacturing facilities in areas that may be prone to natural disasters and other natural occurrence that may affect their ability to perform and deliver under our contract |
| If we are not able to 21 _________________________________________________________________ [72]Table of Contents obtain timely deliveries of components and subassemblies of acceptable quality or if we are otherwise required to seek alternative sources of supply, or to manufacture our finished products or components and subassemblies internally, it could delay or prevent us from delivering our systems promptly and at high quality |
| This failure could damage relationships with current or prospective customers, which, in turn, could materially harm our business and impair the value of our common stock |
| The Markets We Serve Are Highly Competitive and Our Competitors May Have Greater Resources Than Us The wireless and satellite communications industry is highly competitive and competition is increasing |
| In addition, because the markets in which we operate are constantly evolving and characterized by rapid technological change, it is difficult for us to predict whether, when and who may introduce new competing technologies, products or services into our markets |
| Currently, we face substantial competition from domestic and international wireless and ground-based communications service providers in the commercial and government industries |
| Many of our competitors and potential competitors have significant competitive advantages, including strong customer relationships, more experience with regulatory compliance, greater financial and management resources, and control over central communications networks |
| In addition, some of our customers continuously evaluate whether to develop and manufacture their own products and could elect to compete with us at any time |
| Increased competition from any of these or other entities could materially harm our business and impair the value of our common stock |
| We Depend on a Limited Number of Key Employees Who Would Be Difficult to Replace We depend on a limited number of key technical, marketing and management personnel to manage and operate our business |
| In particular, we believe our success depends to a significant degree on our ability to attract and retain highly skilled personnel, including our Chairman and Chief Executive Officer, Mark D Dankberg, and those highly skilled design, process and test engineers involved in the manufacture of existing products and the development of new products and processes |
| The competition for these types of personnel is intense, and the loss of key employees could materially harm our business and impair the value of our common stock |
| We do not have employment agreements with any of our officers |
| Because We Conduct Business Internationally, We Face Additional Risks Related to Global Political and Economic Conditions and Currency Fluctuations Approximately 18prca of our revenues in fiscal year 2006, 27prca of our revenues in fiscal year 2005 and 24prca of our revenues in fiscal year 2004 were derived from international sales |
| We anticipate international sales will account for an increasing percentage of our revenues over the next several years |
| Many of these international sales may be denominated in foreign currencies |
| Because we do not currently engage in nor do we anticipate engaging in material foreign currency hedging transactions related to international sales, a decrease in the value of foreign currencies relative to the US dollar could result in losses from transactions denominated in foreign currencies |
| This decrease in value could also make our products less price-competitive |
| There are additional risks in conducting business internationally, including: • unexpected changes in regulatory requirements, • increased cost of localizing systems in foreign countries, • increased sales and marketing and research and development expenses, • availability of suitable export financing, • timing and availability of export licenses, • tariffs and other trade barriers, • political and economic instability, • challenges in staffing and managing foreign operations, • difficulties in managing distributors, 22 _________________________________________________________________ [73]Table of Contents • potentially adverse tax consequences, • potential difficulty in making adequate payment arrangements, and • potential difficulty in collecting accounts receivable |
| In addition, some of our customer purchase agreements are governed by foreign laws, which may differ significantly from US laws |
| We may be limited in our ability to enforce our rights under these agreements and to collect damages, if awarded |
| If we are unable to address any of the risks described above, it could materially harm our business and impair the value of our common stock |
| Our Operating Results Have Varied Significantly from Quarter to Quarter in the Past and, if They Continue to do so, the Market Price of Our Common Stock Could Be Impaired Our operating results have varied significantly from quarter to quarter in the past and may continue to do so in the future |
| The factors that cause our quarter-to-quarter operating results to be unpredictable include: • a complex and lengthy procurement process for most of our customers or potential customers, • changes in the levels of research and development spending, including the effects of associated tax credits, • cost overruns on fixed price development contracts, • the difficulty in estimating costs over the life of a contract, which may require adjustment in future periods, • the timing, quantity and mix of products and services sold, • price discounts given to some customers, • market acceptance and the timing of availability of our new products, • the timing of customer payments for significant contracts, • one time charges to operating income arising from items such as acquisition expenses and write-offs of assets related to customer non-payments or obsolescence, • the failure to receive an expected order or a deferral of an order to a later period, and • general economic and political conditions |
| As a result, we believe period-to-period comparisons of our operating results are not necessarily meaningful and you should not rely upon them as indicators of future performance |
| If we are unable to address any of the risks described above, it could materially impair the value of our common stock |
| In addition, it is likely that in one or more future quarters our results may fall below the expectations of analysts and investors |
| In this event, the trading price of our common stock would likely decrease |
| Our Reliance on US Government Contracts Exposes Us to Significant Risks Our government segment revenues were approximately 49prca of our revenues in fiscal year 2006, 51prca of our revenues in fiscal year 2005 and 46prca of our revenues in fiscal year 2004, and were derived from US government applications |
| Our US government business will continue to represent a significant portion of our revenues for the foreseeable future |
| US government business exposes us to various risks, including: • unexpected contract or project terminations or suspensions, • unpredictable order placements, reductions or cancellations, • reductions in government funds available for our projects due to government policy changes, budget cuts and contract adjustments, • the ability of competitors to protest contractual awards, • penalties arising from post-award contract audits, 23 _________________________________________________________________ [74]Table of Contents • cost audits in which the value of our contracts may be reduced, • higher-than-expected final costs, particularly relating to software and hardware development, for work performed under contracts where we commit to specified deliveries for a fixed price, • limited profitability from cost-reimbursement contracts under which the amount of profit is limited to a specified amount, and • unpredictable cash collections of unbilled receivables that may be subject to acceptance of contract deliverables by the customer and contract close-out procedures, including government approval of final indirect rates |
| In addition, substantially all of our US government backlog scheduled for delivery can be terminated at the convenience of the US government because our contracts with the US government typically provide that orders may be terminated with limited or no penalties |
| If we are unable to address any of the risks described above, it could materially harm our business and impair the value of our common stock |
| Our Credit Facility Contains Restrictions that Could Limit Our Ability to Implement Our Business Plan The restrictions contained in our line of credit may limit our ability to implement our business plan, finance future operations, respond to changing business and economic conditions, secure additional financing, and engage in opportunistic transactions, such as strategic acquisitions |
| In addition, if we fail to meet the covenants contained in our line of credit, our ability to borrow under our line of credit may be restricted |
| The line of credit, among other things, restricts our ability to do the following: • incur additional indebtedness, • create liens on our assets, • make certain payments, including payments of dividends in respect of capital stock, • consolidate, merge and sell assets, • engage in certain transactions with affiliates, and • make acquisitions |
| In addition, the line of credit requires us to satisfy the following financial tests: • minimum EBITDA (income from operations plus depreciation and amortization) for the twelve-month period ending on the last day of any fiscal quarter of dlra30 million, • minimum tangible net worth as of the last day of any fiscal quarter of dlra135 million, and • minimum quick ratio (sum of cash and cash equivalents, accounts receivable and marketable securities, divided by current liabilities) as of the last day of any fiscal quarter of 1dtta50 to 1dtta00 |
| In the past we have violated our credit facility covenants and received waivers for these violations |
| We cannot assure that we will be able to comply with our financial or other covenants or that any covenant violations will be waived in the future |
| Any violation not waived could result in an event of default, permitting the lenders to suspend commitments to make any advance, to declare notes and interest thereon due and payable, and to require any outstanding letters of credit to be collateralized by an interest bearing cash account, any or all of which could have a material adverse effect on our business, financial condition and results of operations |
| In addition, if we fail to comply with our financial or other covenants, we may need additional financing in order to service or extinguish our indebtedness |
| We may not be able to obtain financing or refinancing on terms acceptable to us, if at all |
| Our Success Depends on the Development of New Satellite and Other Wireless Communications Products and Our Ability to Gain Acceptance of These Products The wireless and satellite communications markets are subject to rapid technological change, frequent new and enhanced product introductions, product obsolescence and changes in user requirements |
| Our ability to 24 _________________________________________________________________ [75]Table of Contents compete successfully in these markets depends on our success in applying our expertise and technology to existing and emerging satellite and other wireless communications markets |
| Our ability to compete in these markets also depends in large part on our ability to successfully develop, introduce and sell new products and enhancements on a timely and cost-effective basis that respond to ever-changing customer requirements |
| Our ability to successfully introduce new products depends on several factors, including: • successful integration of various elements of our complex technologies and system architectures, • timely completion and introduction of new product designs, • achievement of acceptable product costs, • timely and efficient implementation of our manufacturing and assembly processes and cost reduction efforts, • establishment of close working relationships with major customers for the design of their new wireless communications systems incorporating our products, • development of competitive products and technologies by competitors, • marketing and pricing strategies of our competitors with respect to competitive products, and • market acceptance of our new products |
| We cannot assure you our product or technology development efforts for communications products will be successful or any new products and technologies we develop, including ArcLight, KG-250, MIDS-JTRS, Surfbeam (our DOCSIS-based consumer broadband product), DVB-S2 and LinkStar, will achieve sufficient market acceptance |
| We may experience difficulties that could delay or prevent us from successfully selecting, developing, manufacturing or marketing new products or enhancements |
| In addition, defects may be found in our products after we begin deliveries that could result in the delay or loss of market acceptance |
| If we are unable to design, manufacture, integrate and market profitable new products for existing or emerging communications markets, it could materially harm our business and impair the value of our common stock |
| We Expect to Incur Research and Development Costs, Which Could Significantly Reduce Our Profitability Our future growth depends on penetrating new markets, adapting existing communications products to new applications, and introducing new communications products that achieve market acceptance |
| Accordingly, we are actively applying our communications expertise to design and develop new hardware and software products and enhance existing products |
| We spent dlra15dtta8 million in fiscal year 2006, dlra8dtta1 million in fiscal year 2005 and dlra10dtta0 million in fiscal year 2004 in research and development activities |
| We expect to continue to spend discretionary funds on research and development in the near future |
| The amount of funds spent on research and development projects is dependent on the amount and mix of customer funded development, the types of technology being developed and the affordability of the technology being developed |
| Because we account for research and development as an operating expense, these expenditures will adversely affect our earnings in the near future |
| Our research and development program may not produce successful results, which could materially harm our business and impair the value of our common stock |
| Our Ability to Protect Our Proprietary Technology is Limited and Infringement Claims Against Us Could Restrict Our Ability to Conduct Business Our success depends significantly on our ability to protect our proprietary rights to the technologies we use in our products and services |
| If we are unable to protect our proprietary rights adequately, our competitors could use the intellectual property we have developed to enhance their own products and services, which could materially harm our business and impair the value of our common stock |
| We currently rely on a combination of patents, trade secret laws, copyrights, trademarks, service marks and contractual rights to protect our intellectual property |
| We cannot assure you the steps we have taken to protect our proprietary rights are adequate |
| Also, we cannot assure you our issued patents will remain valid or that any pending patent applications will be issued |
| Additionally, the laws of 25 _________________________________________________________________ [76]Table of Contents some foreign countries in which our products are or may be sold do not protect our intellectual property rights to the same extent as do the laws of the United States |
| Litigation may often be necessary to protect our intellectual property rights and trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity |
| We believe infringement, invalidity, right to use or ownership claims by third parties or claims for indemnification resulting from infringement claims will likely be asserted against us in the future |
| If any claims or actions are asserted against us, we may seek to obtain a license under a third party’s intellectual property rights |
| We cannot assure you, however, that a license will be available under reasonable terms or at all |
| Litigation of intellectual property claims could be extremely expensive and time consuming, which could materially harm our business, regardless of the outcome of the litigation |
| If our products are found to infringe upon the rights of third parties, we may be forced to incur substantial costs to develop alternative products |
| We cannot assure you we would be able to develop alternative products or, if these alternative products were developed, they would perform as required or be accepted in the applicable markets |
| Also, we have delivered certain technical data and information to the US government under procurement contracts, and it may have unlimited rights to use that technical data and information |
| There can be no assurance that the US government will not authorize others to use that data and information to compete with us |
| If we are unable to address any of the risks described above relating to the protection of our proprietary rights or the US government’s rights with respect to certain technical data and information, it could materially harm our business and impair the value of our common stock |
| Compliance with Changing Regulation of Corporate Governance and Public Disclosure May Result in Additional Expenses Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and Nasdaq Stock Market rules, are creating uncertainty for companies such as ours |
| These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices |
| We are committed to maintaining high standards of corporate governance and public disclosure |
| As a result, our efforts to comply with evolving laws, regulations and standards have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities |
| In particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal control over financial reporting and our independent registered public accounting firm’s audit of that assessment has required, and is likely to continue to require, the commitment of significant financial and managerial resources, which could materially harm our business and impair the value of our common stock |
| From time to time, we have also experienced deficiencies in internal control over financial reporting that have not risen to the level of a material weakness |
| Although we have been able to remediate the material weakness and certain internal control deficiencies in the past, we cannot assure you in the future that a material weakness will not exist |
| If this would be the case, and we cannot timely remediate such material weakness, management may conclude that our internal control over financial reporting is not operating effectively or our independent registered public accounting firm may be required to issue an adverse opinion on our internal control over financial reporting, which could in either case adversely affect investor confidence and impair the value of our common stock |
| Changes in Financial Accounting Standards Related to Stock Option Expenses Are Expected to Have a Significant Effect on Our Reported Results The Financial Accounting Standards Board (FASB) issued a revised standard that requires that we record compensation expense in the statement of operations for employee stock options using the fair value method |
| The adoption of the new standard is expected to have a significant effect on our reported earnings and could adversely 26 _________________________________________________________________ [77]Table of Contents impact our ability to provide accurate guidance on our future reported financial results due to the variability of the factors used to establish the value of stock options |
| As a result, the adoption of the new standard in fiscal year 2007 could impair the value of our common stock and result in greater stock price volatility |
| Any Failure to Successfully Integrate Strategic Acquisitions Could Adversely Affect Our Business In order to position ourselves to take advantage of growth opportunities, we have made, and may continue to make, strategic acquisitions that involve significant risks and uncertainties |
| These risks and uncertainties include: • the difficulty in integrating newly-acquired businesses and operations in an efficient and effective manner, • the challenges in achieving strategic objectives, cost savings and other benefits expected from acquisitions, • the risk our markets do not evolve as anticipated and the technologies acquired do not prove to be those needed to be successful in those markets, • the potential loss of key employees of the acquired businesses, • the risk of diverting the attention of senior management from the operations of our business, • the risks of entering markets in which we have less experience, and • the risks of potential disputes concerning indemnities and other obligations that could result in substantial costs and further divert management’s attention and resources |
| Any failure to successfully integrate strategic acquisitions could harm our business and impair the value of our common stock |
| Furthermore, to complete future acquisitions we may issue equity securities, incur debt, assume contingent liabilities or have amortization expenses and write-downs of acquired assets, which could cause our earnings per share to decline |
| Exports of Our Defense Products are Subject to the International Traffic in Arms Regulations and Require a License from the US Department of State Prior to Shipment We must comply with the United States Export Administration Regulations and the International Traffic in Arms Regulations, or ITAR Our products that have military or strategic applications are on the munitions list of the ITAR and require an individual validated license in order to be exported to certain jurisdictions |
| Any changes in export regulations may further restrict the export of our products, and we may cease to be able to procure export licenses for our products under existing regulations |
| The length of time required by the licensing process can vary, potentially delaying the shipment of products and the recognition of the corresponding revenue |
| Any restriction on the export of a significant product line or a significant amount of our products could cause a significant reduction in net sales |
| Adverse Regulatory Changes Could Impair Our Ability to Sell Products Our products are incorporated into wireless communications systems that must comply with various government regulations, including those of the Federal Communications Commission (FCC) |
| In addition, we operate and provide services to customers through the use of several satellite earth hub stations, which are licensed by the FCC Regulatory changes, including changes in the allocation of available frequency spectrum and in the military standards and specifications that define the current satellite networking environment, could materially harm our business by (1) restricting development efforts by us and our customers, (2) making our current products less attractive or obsolete, or (3) increasing the opportunity for additional competition |
| Changes in, or our failure to comply with, applicable regulations could materially harm our business and impair the value of our common stock |
| In addition, the increasing demand for wireless communications has exerted pressure on regulatory bodies worldwide to adopt new standards for these products and services, generally following extensive investigation of and deliberation over competing technologies |
| The delays inherent in this government approval process have caused and may continue to cause our customers to cancel, postpone or reschedule their installation of communications systems |
| 27 _________________________________________________________________ [78]Table of Contents Our Executive Officers and Directors Own a Large Percentage of Our Common Stock and Exert Significant Influence Over Matters Requiring Stockholder Approval As of May 26, 2006, our executive officers and directors and their affiliates beneficially owned an aggregate of approximately 19prca of our common stock |
| Accordingly, these stockholders may be able to significantly influence the outcome of corporate actions requiring stockholder approval, such as mergers and acquisitions |
| These stockholders may exercise this ability in a manner that advances their best interests and not necessarily those of other stockholders |
| This ownership interest could also have the effect of delaying or preventing a change in control |
| We Have Implemented Anti-Takeover Provisions That Could Prevent an Acquisition of Our Business at a Premium Price Some of the provisions of our certificate of incorporation and bylaws could discourage, delay or prevent an acquisition of our business at a premium price |
| These provisions: • permit the Board of Directors to increase its own size and fill the resulting vacancies, • provide for a Board comprised of three classes of directors with each class serving a staggered three-year term, • authorize the issuance of preferred stock in one or more series, and • prohibit stockholder action by written consent |
| In addition, Section 203 of the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between us and any holder of 15prca or more of our common stock |
| Our Forward-looking Statements are Speculative and May Prove to be Wrong Some of the information under “Item 1 |
| Business,” “Item 7 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this annual report are forward-looking statements |
| These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions and other statements contained in this annual report that are not historical facts |
| When used in this annual report, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “could,” “should,” “may,” “will” and similar expressions are generally intended to identify forward-looking statements |
| Because these forward-looking statements involve risks and uncertainties, there are important factors, including the factors discussed in this “Risk Factors” section of the annual report, that could cause actual results to differ materially from those expressed or implied by these forward-looking statements |
| We undertake no obligation to update or revise any forward-looking statements |