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TIGA ENERGY SERVICES INC. - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations.(Edgar Glimpses Via Acquire Media NewsEdge) The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission, or SEC, on April 7, 2011 and Amendment No. 1 to our Annual Report on Form 10-K as filed with the SEC on April 19, 2011 (collectively, the "2010 Annual Report"). Overview We provide connectivity, interoperability and security solutions to meet the challenges of the 21st century energy industry. Our network service platform and consulting and software engineering, architecture and design services enable our customers to seamlessly connect, integrate, manage and secure their energy related assets. Our solutions adeptly address the range of communications and automation issues facing energy consumers as they seek to more efficiently manage their energy consumption and offset their energy costs through the deployment of distributed and renewable energy generation sources, energy storage and other technologies. Our solutions will enable our customers to: · coordinate end points, that is, connect a diverse array of unrelated energy resources such as building automation systems smart grid devices HVAC systems, distributed and renewable generation sources and the systems that manage and monitor them; · operate and control energy-related assets and systems in a unified, open standards environment; and · secure access to energy assets either at the point of service or to remotely monitor, manage and control their functionality and operation. We make our solutions available to our customers either by way of connecting them to an Internet-based network service platform we are developing or on a project specific basis through our consulting, engineering, architecture and design services. Our open standards, network service platform, "TigaNET," will provide a centralized, managed network service for an increasingly diverse and distributed energy market. TigaNET is being developed as a framework for connecting our customers and their energy assets more economically and quickly than existing solutions offered by large consulting firms that offer competing products. TigaNET will provide a feature-rich environment available to users of virtually any size and economic means. It will have virtually unlimited scalability, capable of connecting millions of end-point assets and systems. TigaNET will offer services and features that will accommodate and facilitate all aspects of our customers' management of their energy networks, including: · Enterprise Services - TigaNET will function as an Internet firewall for end users, including microgrids, companies that deploy a diverse range of energy assets and companies that provide facility, asset and energy management services, thereby eliminating the need for a direct Internet-based connection between the utilities, consumers' facilities and their back offices. TigaNET will provide the ability to manage policy and access permissions and authentications to systems, devices and data interfaces from a single console. · Single interface for all energy related services - TigaNET allows end-users to access energy related information, facilities service data, energy consumption information and other data by way of a single source that is accessible via multiple interfaces such as smart phone applications, web portals, premises control systems and back office applications. · Managed Cyber-Security for Facilities and Utility Control Systems - Facilities and utilities can securely connect to Internet-based services and controls via TigaNET's information exchange which provides a mechanism for these organizations to leverage the flexibility and functionality of the Internet without directly risking interaction with Internet-based energy services. 13-------------------------------------------------------------------------------- TigaNET will deliver supplementary content, products and services to our customers, including, for example, a Web-based energy applications storefront, that will offer third-party applications that can enhance their operational capabilities and that we anticipate will provide additional sources of ongoing revenue to our Company. Target customers for TigaNET comprise consumers that possess or that are implementing distributable and renewable energy solutions that must manage and monitor these technologies and centrally measure their return on generation. These include microgrids, C&I facilities (corporate campuses and industrial complexes), commercial and private institutions (universities and hospitals), big box stores and master planned communities. We offer our engineering, architecture and design services that comprise our engineering services platform on a project-by-project basis. Our consulting services will encompass working with organizations to provide cyber security, network assessment, threat mitigation; network and information architecture services; network deployment and implementation, and integration and interoperability of legacy systems to energy assets. The core elements of our engineering services platform can be easily adapted and migrated among customers in diverse business environments at minimal cost and effort to us, which will reduce our overall cost of development for each project and enable us to provide solutions in new and unanticipated business sectors. The flexibility, efficiency and economics of our solutions render our services available to a wide range of customers, which will provide us access to a wide range of revenue streams. For example, smart grid device manufacturers may engage us to engineer solutions that enable their technologies and devices to communicate with utilities and connect with and integrate into to wider energy networks, improve their effectiveness and enhance security against cyber attack. Energy service and facility management companies may retain us to design secure systems that integrate new and legacy technologies and overcome the proprietary architectures, communications and information systems that prevent these systems from communicating and integrating with each other We believe the success of our business model is influenced by: · our ability to complete the development of our network services platform and engineering services platform, which is dependent on our receipt of substantial financing; · the breadth and depth of our technology and service offerings; · our ability to implement our sales and marketing programs; · our ability to generate subscription revenue for TigaNET; · our ability to continually enhance the value of subscriptions for TigaNET through frequent and continuing innovations; · the proliferation of microgrids; · our ability to develop strategic relationships and partnerships with entities that have an established presence in the evolving energy industry; and · our ability to provide customers with consulting, engineering and design services that generate revenue. Revenues, Cost of Revenues and Operating Expenses Revenues Ultimately, we expect to derive the principal percentage of our revenues from: · subscriptions to TigaNET; · sales of our service offerings on TigaNET; · fees and profits from the development and operation of renewable energy plants; · fees generated from licensing of "white labeled" interface into TigaNET; and · fees generated from consulting services. Our industry is evolving rapidly and new and unanticipated sources of revenue may present at any time. Accordingly, it is critical that we remain technologically nimble and prepared to take advantage of new opportunities as they arise. 14 -------------------------------------------------------------------------------- Initially, we will offer our services and products through our management team. We will seek to leverage sales through our customers and strategic relationships with entities that have an established presence in the evolving energy industry. As we begin generating revenues, we will build an in-house sales team that will serve as the primary conduit through which we will affect sales of our products. As our financial condition permits, we expect to retain outside sales representatives who will be responsible for sales on a regional basis. Cost of Revenues Our gross profit will be derived from the total revenues we generate from our various operational segments less our cost of goods sold. Our cost of goods sold will be affected primarily by development costs of our services platforms and the salaries we pay to our employees and consultants. We expect that the salaries and variable consulting fees that we may incur in connection with the completion of the development of our service platforms and custom solutions devised for discrete projects will be a significant cost. Given the complexity and sophistication of our solutions, the consultants we will retain to assist in our research and development efforts will be experienced computer personnel with specific skill sets in network architecture, encryption and security, standards adoption and machine intelligence. We expect that the consultants with the qualifications we require will be costly. Eventually, we will have to hire sales personnel and sales support engineers and product support engineers to achieve deep market penetration. Personnel possessing these skill sets also may be costly. Operating Expenses We expect that our operating expenses will consist principally of research and development, or R&D, sales and marketing and general and administrative expenses. The most significant components of our operating expenses will be R&D and personnel costs. We anticipate R&D costs account for approximately 25% of our expenses and that personnel will account for approximately 35% of our expenses. Personnel costs consist of salaries, benefits and incentive compensation for our employees, including, possibly, commissions for sales personnel and stock-based compensation for all employees. As of the date of this Report, we employed only the four members of our management team. As we receive capital and commence generating revenue, we expect to hire employees to fill a variety of positions throughout the Company, including technical, sales and marketing and administrative personnel, as well as to invest in R&D. R&D expenses will consist primarily of personnel costs and facilities costs. We will expense R&D expenses as they are incurred. We expect to devote substantially all of our resources to complete the development of our services platforms. We intend to continue to invest significantly in R&D in an effort to roll out the entire suite of TigaNET services as quickly as possible. We expect that sales and marketing expenses will represent a significant component of our operating expenses and will consist primarily of personnel costs, sales commissions, marketing programs and facilities costs. We will invest strategically in sales and marketing to develop a customer base, quickly gain market share and build brand awareness. We expect to leverage our relationships with strategic partners, product manufacturers and service providers to achieve market penetration and contain costs. Our general and administrative expenses primarily will consist of personnel and facilities costs. Further, our general and administrative expenses will include professional services consisting of outside legal, audit, Sarbanes-Oxley and information technology consulting costs. 15 -------------------------------------------------------------------------------- Results of Operations for the Three Months Ended June 30, 2011 and 2010, respectively: For the Three For the Three Months Ended Months Ended June 30, June 30, Increase / 2011 2010 (Decrease) Revenue $ - $ - $ - General and Administrative 25,894 104 25,790 Officer Compensation 130,000 130,000 - Professional Fees 58,301 15,415 42,886 Total Operating Expenses 214,195 145,519 68,676 Net Operating (Loss) (214,195 ) (145,519 ) 68,676 Interest Expense (17,523 ) (1,151 ) 16,372 Net (Loss) $ (231,718 ) $ (146,670 ) $ 85,048 Revenues: During the three months ended June 30, 2011, we did not recognize any revenues. We had no operations during the period from June 23, 2009 (inception) to June 30, 2010; accordingly, there is no basis for a comparison of revenues for the period covered by this report against the comparable 2010 period. We have created a reserve for bad debt expense in the amount of $17,350 which represents an uncollectable account allowance with respect to revenues recognized from engineering service contracts during the three months ended March 31, 2011. Because we have not yet received the proceeds under the services contracts, we continue to be considered as a development stage company. General and Administrative: General and administrative expenses were $25,894 for the three months ended June 30, 2011 compared to $104 for the three months ended June 30, 2010, an increase of $25,790 or approximately 24,798%. The increase in general and administrative expense for the three months ended June 30, 2011 compared to the 2010 period was due to increased office supplies and travel expenses we incurred in connection with activities associated with our commenced operations, and $12,350 of bad debts expense during the three months ended June 30, 2011 that was not incurred in the comparative period in 2010. Officer Compensation: For the three months ended June 30, 2011, officer compensation expense was $130,000, of which $68,201 was accrued, compared to $130,000 for the three months ended June 30, 2010, of which $93,626 was accrued. At June 30, 2011 and 2010, we had accrued compensation since inception of $650,905 and $402,027 respectively. Professional Fees: During the three months ended June 30, 2011, we incurred professional fees of $58,301 compared to $15,415 for the three months ended June 30, 2010, an increase of $42,886, or 278%. Professional fees during the period covered by this report comprised architectural services fees in connection with our product development efforts and legal and accounting fees in connection with reports we file under federal securities laws, which were not applicable during the 2010 period. 16 -------------------------------------------------------------------------------- Net Operating Loss: During the three months ended June 30, 2011, we incurred a net operating loss of $214,195, or ($0.04) per share, compared to a net operating loss of $145,519 for the three months ended June 30, 2010, or ($0.04) per share, an increase of $68,676 or 47%. Net operating loss increased primarily due to increased activities associated with our commenced operations that were not incurred in the comparative period, consisting primarily of additional professional fees, bad debt expense (an allowance for the possible un-collectability of the amount due under engineering service agreements we performed during the quarter) and increased office and travel expenses. Interest Expense: Interest expense was $17,523 for the three months ended June 30, 2011 compared to $1,151 for the three months ended June 30, 2010, which included $9,700 of interest expense accrued on $375,000 of convertible notes bearing interest between 12% and 30% per annum, and $7,823 of expenses related to the amortized discount on the beneficial conversion feature of the same convertible debentures. Net Loss: The net loss for the three months ended June 30, 2011 was $231,718 compared to a net loss of $146,670 for the three months ended June 30, 2010, an increased net loss of $85,048, or 58%. Net loss increased primarily due to increased activities associated with our commenced operations that were not incurred in the comparative period, consisting primarily of additional professional fees, bad debt expense(an allowance for the possible un-collectability of the amount due under engineering service agreements we performed during the quarter), office and travel expenses and interest expenses. Results of Operations for the Six Months Ended June 30, 2011 and 2010, respectively: For the Six For the Six Months Ended Months Ended June 30, June 30, Increase / 2011 2010 (Decrease) Revenue $ 17,350 $ - $ 17,350 General and Administrative 49,988 2,242 47,746 Officer Compensation 260,000 260,000 - Professional Fees 120,798 16,377 104,421 Total Operating Expenses 430,786 278,619 152,167 Net Operating (Loss) (413,436 ) (278,619 ) 134,817 Interest Expense (28,545 ) (1,151 ) 27,394 Net (Loss) $ (441,981 ) $ (279,770 ) $ 162,211 Revenues: During the six months ended June 30, 2011, we did not recognize any revenues. We had no operations during the period from June 23, 2009 (inception) to June 30, 2010; accordingly, there is no basis for a comparison of revenues for the period covered by this report against the comparable 2010 period. We have created a reserve for bad debt expense in the amount of $17,350 which represents an uncollectable account allowance with respect to revenues recognized from engineering service contracts during the six months ended June 30, 2011. Because we have not yet received the proceeds under the services contracts, we continue to be considered as a development stage company. 17 -------------------------------------------------------------------------------- General and Administrative: General and administrative expenses were $49,988 for the six months ended June 30, 2011 compared to $2,242 for the six months ended June 30, 2010, an increase of $47,746 or approximately 2,130%. The increase in general and administrative expense for the six months ended June 30, 2011 compared to the 2010 period was due to increased office supplies and travel expenses we incurred in connection with activities associated with our commenced operations, and $17,350 of bad debts expense during the six months ended June 30, 2011 that was not incurred in the comparative period in 2010. Officer Compensation: For the six months ended June 30, 2011, officer compensation expense was $260,000, of which $160,702 was accrued, compared to $260,000 for the six months ended June 30, 2010, of which $200,616 was accrued. At June 30, 2011 and 2010, we had accrued compensation since inception of $650,905 and $402,027 respectively. Professional Fees: During the six months ended June 30, 2011, we incurred professional fees of $120,798 compared to $16,377 for the six months ended June 30, 2010, an increase of $104,421, or 638%. Professional fees during the period covered by this report comprised architectural services fees in connection with our product development efforts and legal and accounting fees in connection with reports we file under federal securities laws, which were not applicable during the 2010 period. Net Operating Loss: During the six months ended June 30, 2011, we incurred a net operating loss of $413,436, or ($0.08) per share, compared to a net operating loss of $278,619 for the six months ended June 30, 2010, or ($0.07) per share, an increase of $134,817 or 48%. Net operating loss increased primarily due to increased activities associated with our commenced operations that were not incurred in the comparative period, consisting primarily of additional professional fees, bad debt expense (an allowance for the possible un-collectability of the amount due under engineering service agreements we performed during the quarter) and increased office and travel expenses. Interest Expense: Interest expense was $28,545 for the six months ended June 30, 2011 compared to $1,151 for the six months ended June 30, 2010, which included $17,200 of interest expense accrued on $375,000 of convertible notes bearing interest between 12% and 30% per annum, and $11,345 of expenses related to the amortized discount on the beneficial conversion feature of the same convertible debentures. Net Loss: The net loss for the six months ended June 30, 2011 was $441,981 compared to a net loss of $279,770 for the six months ended June 30, 2010, an increased net loss of $162,211, or 58%. Net loss increased primarily due to increased activities associated with our commenced operations that were not incurred in the comparative period, consisting primarily of additional professional fees, bad debt expense(an allowance for the possible un-collectability of the amount due under engineering service agreements we performed during the quarter), office and travel expenses and interest expenses. 18 -------------------------------------------------------------------------------- LIQUIDITY AND CAPITAL RESOURCES The following table summarizes total assets, accumulated deficit, stockholders' equity (deficit) and working capital at June 30, 2011 compared to December 31, 2010. June 30, December 31, 2011 2010 Total Assets $ 12,206 $ 116,840 Accumulated (Deficit) $ (1,472,289 ) $ (1,030,308 ) Stockholders' Equity (Deficit) $ (833,641 ) $ (406,660 ) Working Capital (Deficit) $ (718,641 ) $ (406,660 ) We are a new company with no material operating results to date. At June 30, 2011, we had total assets of $12,206, consisting principally of cash and security deposits. We have implemented financial controls in the business to ensure each expense is warranted and needed. Since our inception, we have funded our operations from third party investments and loans. On April 4, 2011, we borrowed the sum of $10,000 which is evidenced by an unsecured debenture bearing interest at 30%, with interest payments of $250 per month, maturing on October 2, 2011, convertible into shares of common stock at $2.00 per share. The note is convertible into 5,000 shares of common stock. On April 7, 2011, we borrowed the sum of $15,000 which is evidenced by an unsecured debenture bearing interest at 12%, compounded quarterly, due on April 7, 2013, convertible into shares of common stock at $2.00 per share. The note holder also received warrants to purchase 7,500 shares at $2 per share over a four year period from the date of issuance on April 7, 2011. The note is convertible into 7,500 shares of common stock. On May 17, 2011, we borrowed the sum of $50,000 which is evidenced by an unsecured debenture bearing interest at 12%, compounded quarterly, due on May 17, 2013, convertible into shares of common stock at $2.00 per share. The note carries a fourteen percent (14%) interest rate in the event of default. The note is convertible into 25,000 shares of common stock. On June 13, 2011, we borrowed the sum of $50,000 which is evidenced by an unsecured debenture bearing interest at 12%, compounded quarterly, due on June 13, 2013, convertible into shares of common stock at $2.00 per share. The note carries a fourteen percent (14%) interest rate in the event of default. The note is convertible into 25,000 shares of common stock. On August 9, 2011, we borrowed the sum of $10,000 which is evidenced by an unsecured convertible promissory note that bears interest at the rate of 12% per year and matures on August 9, 2012. The principal amount of the note is convertible into shares of common stock at $2.00 per share, which entitles the holder to receive 5,000 shares of common stock upon maturity of the note. Since our inception, our management has deferred all or part of its salaries. As of June 30, 2011 and June 30, 2010, our management had accrued compensation of $650,905 and $402,027, respectively. We expect that our management will agree to convert a significant portion of accrued salaries into equity. We will allocate a small portion of the capital we raise to the payment of salaries deferred by the executive team. Once we obtain a minimum of $15 million in financing we will pay accrued salaries that have not been converted into equity, but only such amount as will not impact our ability to complete our development efforts. 19 -------------------------------------------------------------------------------- We expect that we will generate our first revenue from consulting and integration services, though we cannot complete the development of our engineering service platform without the receipt of capital. We will continue to incur operating costs in connection with the development of our business, including R&D expenses, salaries, marketing fees, professional fees and other general and administrative expenses. Capital Requirements and Plan of Operation We require cash to fund the entire range of our proposed activities. The development and construction of TigaNET is capital intensive, comprising R&D, personnel and equipment costs. Moreover, we will be subject to all of the risks and uncertainties of a new business, including many of the factors described under the heading "Risk Factors," appearing elsewhere in this Annual Report. Our success will be predicated on our ability to navigate and surmount these risks and will be determinative as to whether and when we commence generating revenue. We believe that we can develop the entire range of our product capabilities, implement a sophisticated marketing program and build our organizational infrastructure (personnel and equipment) for a total cost of approximately $20 million. We also require cash for marketing and general and administrative costs and expenses. We expect to develop and strategically release core elements of our engineering and network services platforms in phases. Our development priorities will be influenced by several factors, including developing products for markets with the highest consumer demand from which we can generate immediate revenue to support our operations and that will allow us to establish our Company's reputation as a provider of effective and cost efficient services and provide us with a first to market competitive advantage. Our current intention is to complete the development of our engineering services platform and build the Internet gateway security agent and interoperability function of TigaNET to establish a secure connection between our managed network service and end-point devices. We believe that we can achieve these goals within 12 months of the receipt of cash in the sum of approximately $5 million. We expect to be able to deploy our engineering and security services platform within approximately eight months of receiving the required capital. Once we establish these services, we will add messaging and communications services, energy based connectivity to home gateway products and the interfaces into energy asset management applications to TigaNET. We will require capital of approximately $2 million to 3 million to complete the development of these services, some of which we expect to derive from revenue generated by operations. We will allot a portion of our available capital resources, whether received from financing activities or generated from operations, to marketing and general and administrative costs and expenses. Thereafter, as additional capital became available, we would allocate our resources to R&D to complete TigaNET's security gateway and enhance its functionality and application tools to support project related business, and to deploy a registration gateway for end-point assets and/or devices. We also would designate capital to finalize partnerships with energy generation, engineering and consulting and service providers who we expect would assist us with the identification of consulting and engineering projects to drive revenues. In addition, we would retain additional personnel, including one network architect, two applications developers, two project/engagement managers, and from one to three sales professionals to sell consulting and application integration/development projects. Although we would be able to establish some of the core components of TigaNET, we would continue to focus on project related consulting business and develop solutions based on customer demand. We would eventually be able to become a services business but it may take longer than planned if we had more capital available to us and could diminish our first to market competitive advantage. We may seek to augment our technical capabilities and extend our recurring revenue base by acquiring companies and technologies. We will seek to finance the acquisitions with equity but may require additional cash for such purposes. We will seek to secure the capital necessary to fund our operations through equity or debt financing. We currently are focusing on raising capital through the sale of equity in a private placement of our securities to one or more accredited investors, though we have not identified any definitive purchasers or made any offers to sell securities as of the date of this Report. We believe that we could obtain the capital sufficient to fund the first phase of our development efforts in the second quarter of 2011, though we cannot assure investors that we will be successful in raising all or any part of the capital we require to initiate our operations. We may also obtain capital from down-payments on projects in which we may become involved. Though any capital we receive from our participation in projects would be devoted to the specific requirements of such project, we believe that the benefits of such development efforts would extend across the range of the services we will offer. 20 -------------------------------------------------------------------------------- Going Concern As a result of our limited revenues, continuing net losses, accumulated deficit of $1,472,289 and cash on hand of $10,811 as of June 30, 2011, there is substantial doubt about the Company's ability to continue as a going concern. Management is currently seeking additional sources of capital to fund short-term operations. The Company is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful in obtaining such financing. Without additional sufficient financing, it would be unlikely that the Company could continue as a going concern. The financial statements included in this Report do not include any adjustments that might result from the outcome of any uncertainty as to the Company's ability to continue as a going concern. Further, the financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Off Balance Sheet Arrangements We do not have any off-balance sheet arrangements of any kind. Contractual Obligations During the six month period ended on June 30, 2011, there have been no material changes to our contractual obligations and commitments outside the ordinary course of business from those specified in our 2010 Annual Report. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, allowance for sales returns and doubtful accounts, inventory valuation, business combination purchase price allocations, our review for impairment of long-lived assets, intangible assets and goodwill, income taxes and stock-based compensation expense. Actual results may differ from these judgments and estimates, and they may be adjusted as more information becomes available. Any adjustment may be significant. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably may have been used, or if changes in the estimate that are reasonably likely to occur may materially impact the financial statements. We refer readers to Note 1 to our audited financial statements for the year ended December 31, 2010 contained in our 2010 Annual Report. Recent Accounting Pronouncements We refer readers to Note 1 to our audited financial statements for the year ended December 31, 2010 contained in our 2010 Annual Report for a discussion of new and recently adopted accounting pronouncements. 21 -------------------------------------------------------------------------------- Forward Looking Statements Statements, other than historical facts, contained in this Quarterly Report on Form 10-Q, including statements relating to our strategies, plans and objectives, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Although we believe that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited to; · our lack of an operating history makes it difficult to evaluate our business and prospects in an emerging market; · the absence of operations and revenues raises substantial doubt about our ability to continue as a going concern; · our ability to obtain financing to complete the development of our network service platform and consulting services platform and to implement our sales and marketing programs; · the efficacy of our products and service offerings; · customer acceptance of our products and service offerings; · all of the other risk factors set forth in our 2010 Annual Report. We undertake no duty to update or revise these forward-looking statements. When used in this Form 10-Q, the words, "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons. |