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The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) provides a comparison of the Company's results of operations, as well as liquidity and capital resources for the quarters ended June 30, 2026 and 2025. The MD&A should be read in conjunction with the Company's consolidated financial statements and notes included in Item 1 of this Quarterly Report. Throughout this MD&A, the Company refers to measures used by management to evaluate performance, including financial measures that are not defined under generally accepted accounting principles (GAAP) in the U.S. Net sales excluding foreign currency translation (i.e., organic sales) is not a measure of financial performance under GAAP; however, the Company believes it is useful in understanding its financial results and provides comparable measures for understanding the operating results of the Company between different periods.
Overview
Tennant Company is a world leader in designing, manufacturing and marketing solutions that help create a cleaner, safer, healthier world. The Company is committed to creating and commercializing breakthrough, sustainable cleaning innovations to enhance its broad suite of products, including floor maintenance and cleaning equipment, detergent-free and other sustainable cleaning technologies, aftermarket parts and consumables, equipment maintenance and repair service, and asset management solutions. Our products are used in many types of environments, including retail establishments, distribution centers, factories and warehouses, public venues such as arenas and stadiums, office buildings, schools and universities, hospitals and clinics, and more. Customers include contract cleaners to whom organizations outsource facilities maintenance as well as businesses that perform facilities maintenance themselves. The Company reaches these customers through the industry's largest direct sales and service organization and through a strong and well-supported network of authorized distributors worldwide.
Macroeconomic Events
As a global company, we are exposed to risks and uncertainties arising from macroeconomic, geopolitical, and regulatory conditions, including inflationary pressures, interest rate volatility, foreign currency fluctuations, changes in global capital markets, supply chain conditions, and evolving international trade and tariff policies. These factors continue to influence our operating environment and may impact revenue growth, margins, liquidity, and the execution of our strategic initiatives.
During the second quarter of 2026, geopolitical conflict involving Iran and heightened tensions in the Middle East remained volatile but did not materially escalate from levels experienced earlier in the year. These developments continued to create uncertainty in global energy markets, transportation routes, and supply chains, and contributed to freight and material cost pressure during the quarter.
Inflationary pressures remained elevated in many markets, varying by region and cost category. In EMEA, particularly Europe, economic conditions remained mixed, with lower equipment volumes in certain markets, export softness impacted by geopolitical developments in the Middle East, and competitive price concessions contributing to margin pressure. We also continued to experience input cost pressure, including tariff-related material cost pressure in the Americas.
We continue to implement cost management and productivity initiatives to mitigate these impacts and are actively monitoring customer demand, supply chain conditions, sourcing strategies, input costs, foreign currency movements, and the broader macroeconomic environment. While certain macroeconomic pressures, including energy costs and broader inflation indicators, moderated late in the quarter, ongoing geopolitical, regulatory, and trade-related uncertainty may continue to impact our business, financial condition, and results of operations.
Backlog remained elevated, reflecting increased demand and future-ship orders that outpaced material availability and supplier responsiveness. The ongoing stabilization of the North America ERP implementation also affected planning, production flow, and order fulfillment. The timing and pace of backlog reduction remain subject to supplier performance, long lead-time components, changes in customer demand, and continued execution of our optimization efforts.
As described in Part I, Item 1A - Risk Factors in the annual report on Form 10-K for the fiscal year ended December 31, 2025, we may encounter financial difficulties if the United States or other global economies
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experience an additional or continued long-term economic downturn as our product sales are sensitive to declines in capital spending by our customers. Any sustained adverse impacts to our business, the industries in which we operate, market demand for our products, and/or certain suppliers or customers may also affect our future results of operations, financial position, or cash flows. Changes in foreign currency may also adversely impact our net sales, earnings, and financial condition. We are actively monitoring the global macroeconomic environment, including geopolitical conflict, the potential impact of global supply chain constraints on material inflation, and changes in demand for our products.
Tariffs
On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (IEEPA). Following the decision, the U.S. presidential administration announced new temporary tariffs based on different statutory authority for a 150-day period beginning February 24, 2026. These actions, together with ongoing legal and administrative developments related to the refund process for previously paid IEEPA tariffs, have continued to create uncertainty regarding tariff levels, duration, refund eligibility, and the potential for additional actions or retaliatory measures.
During the second quarter of 2026, we submitted claims seeking refunds of certain previously paid IEEPA tariffs. As of June 30, 2026, these claims had not been approved, and we had not recognized any benefit related to potential tariff refunds in our consolidated financial statements. The availability, timing, and amount of any refunds remain uncertain and subject to further legal, administrative, and governmental processes.
We continue to monitor developments in U.S. and international trade policy, including the status of temporary tariffs, tariff refund procedures, potential replacement measures, and retaliatory actions. We are also continuing to evaluate mitigation strategies, including sourcing, supply chain, pricing, and other commercial actions, to reduce the potential impact of tariffs on our business, financial condition, and results of operations.
Outlook
The Company continues to operate in a dynamic macroeconomic environment characterized by elevated input costs, uncertainty in global trade and tariff policy, foreign currency volatility, and geopolitical developments that may affect energy, freight, and logistics costs. During the second quarter, these pressures remained mixed across regions and cost categories, with continued freight and material cost pressure associated with geopolitical developments in the Middle East. The operating environment remains uncertain and continues to require disciplined execution and active cost management, though the Company may not be able to fully offset all cost increases through pricing actions, productivity initiatives, and other mitigation efforts.
Customer demand and order activity remained generally constructive, primarily driven by activity in the Americas, supported by our broad portfolio of products and solutions, core end-market demand, and continued interest in robotic and autonomous cleaning solutions. However, second quarter results reflected continued margin pressure and lower profitability compared to the prior-year period, driven by inflationary pressures, volume and mix, operational inefficiencies, and pricing and volume deleverage in EMEA.
The North America ERP platform continued to affect operational efficiency during the second quarter, as targeted productivity gains and cost efficiencies have taken longer to realize than expected. The Company incurred incremental support and technology-related costs to address process and system gaps. Management remains focused on optimizing the platform, improving execution and fulfillment, and accelerating realization of the expected productivity and operating leverage benefits.
While fiscal year 2026 remains a transition period, we believe the fundamentals of the business remain sound. The Company continues to invest selectively in strategic growth initiatives, including robotic and autonomous cleaning solutions, while maintaining a disciplined approach to spending, liquidity, working capital, and capital allocation. We believe these actions support the Company’s ability to improve operating performance over time, although the timing and pace of improvement will depend on execution, customer demand, and the broader macroeconomic environment.
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Results
The following table compares the results of operations for the three and six months ended June 30, 2026 and 2025, respectively (in millions, except per share data and percentages):
Three Months Ended June 30, Six Months Ended June 30,
2026 % 2025 % 2026 % 2025 %
Net sales $ 324.0 100.0 $ 318.6 100.0 $ 621.9 100.0 $ 608.6 100.0
Cost of sales 196.1 60.5 184.5 57.9 380.4 61.2 354.5 58.2
Gross profit 127.9 39.5 134.1 42.1 241.5 38.8 254.1 41.8
Selling and administrative expense 99.5 30.7 93.7 29.4 197.6 31.8 184.4 30.3
Research and development expense 12.5 3.9 9.8 3.1 23.1 3.7 19.5 3.2
Operating income 15.9 4.9 30.6 9.6 20.8 3.3 50.2 8.2
Interest expense, net (4.3) (1.3) (2.2) (0.7) (7.7) (1.2) (4.5) (0.7)
Net foreign currency transaction loss (0.3) (0.1) (0.8) (0.3) (0.7) (0.1) (1.0) (0.2)
Other expense, net (1.0) (0.3) (0.3) (0.1) (1.2) (0.2) (0.2) —
Income before income taxes 10.3 3.2 27.3 8.6 11.2 1.8 44.5 7.3
Income tax expense 2.7 0.8 7.1 2.2 3.4 0.5 11.2 1.8
Net income $ 7.6 2.3 $ 20.2 6.3 $ 7.8 1.3 $ 33.3 5.5
Net income per share - diluted $ 0.44 $ 1.08 $ 0.45 $ 1.77
Net Sales
Consolidated net sales for the second quarter of 2026 totaled $324.0 million, a 1.7% increase as compared to consolidated net sales of $318.6 million in the second quarter of 2025. The components of the consolidated net sales change were as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 vs. 2025
Price 3.0% 3.6%
Volume (3.5)% (4.8)%
Organic decline (0.5)% (1.2)%
Acquisitions 0.6% 0.6%
Foreign currency 1.6% 2.8%
Total 1.7% 2.2%
The 1.7% increase in consolidated net sales in the second quarter of 2026 as compared to the same period in 2025 was driven by:
•A net favorable impact from foreign currency exchange of approximately 1.6% primarily due to stronger average exchange rates for the Euro, Brazilian real, and Mexican peso relative to the U.S. dollar; and
•Acquisition related growth of 0.6% driven by the acquisitions of distributors in EMEA; partly offset by
•Organic sales decline of 0.5%, as price realization was more than offset by lower volume, reflecting production and fulfillment constraints in North America and softer demand in certain EMEA and APAC markets.
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The 2.2% increase in consolidated net sales in the first six months of 2026 as compared to the same period in 2025 was driven by:
•A net favorable impact from foreign currency exchange of approximately 2.8% primarily due to stronger average exchange rates for the Euro, Brazilian real, and Mexican peso relative to the U.S. dollar compared to the prior-year period; and
•Acquisition related growth of 0.6% driven by the acquisitions of distributors in EMEA; partly offset by
•Organic sales decline of 1.2%, as price realization was more than offset by lower volume, reflecting ERP-related and production fulfillment constraints in North America, together with softer demand in certain EMEA and APAC markets.
The following table sets forth the net sales by geographic area for the three and six months ended June 30, 2026 and 2025 (in millions, except percentages):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 % Change 2026 2025 % Change
Americas $ 218.7 $ 213.5 2.4 % $ 412.7 $ 410.8 0.5 %
Europe, Middle East and Africa 86.5 84.7 2.1 % 173.4 160.7 7.9 %
Asia Pacific 18.8 20.4 (7.8) % 35.8 37.1 (3.5) %
Total $ 324.0 $ 318.6 1.7 % $ 621.9 $ 608.6 2.2 %
Americas
Americas net sales were $218.7 million for the second quarter of 2026, an increase of 2.4% from the second quarter of 2025 driven by:
•Organic sales growth of 1.4%, primarily driven by price realization and continued strength in Latin America, partially offset by lower volumes in North America due to production and fulfillment constraints; and
•A net favorable impact from foreign currency exchange of approximately 1.0%.
Americas net sales were $412.7 million for the first six months of 2026, an increase of 0.5% from the first six months of 2025 driven by:
•A net favorable impact from foreign currency exchange of approximately 1.2%; partly offset by
•Organic sales decline of 0.7%, as price realization and growth in Latin America were more than offset by North America ERP-related and fulfillment constraints.
Europe, Middle East and Africa ("EMEA")
EMEA net sales were $86.5 million for the second quarter of 2026, an increase of 2.1% from the second quarter of 2025 driven by:
•A net favorable impact from foreign currency exchange of approximately 2.6%;
•Acquisition related growth of 2.3% driven by acquisitions of distributors; partly offset by
•Organic sales decline of 2.8%, primarily due to lower equipment volumes in certain European markets, including parts of Southern Europe and the Benelux region, as well as softer demand in export markets impacted by geopolitical developments in the Middle East.
EMEA net sales were $173.4 million for the first six months of 2026, an increase of 7.9% from the first six months of 2025 driven by:
•A net favorable impact from foreign currency exchange of approximately 6.7%;
•Acquisition related growth of 2.2% driven by acquisitions of distributors; partly offset by
•Organic sales decline of 1.0%, primarily due to lower equipment volumes in certain markets, including the UK and Export.
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Asia Pacific ("APAC")
APAC net sales were $18.8 million for the second quarter of 2026, a decrease of 7.8% from the second quarter of 2025 driven by:
•Organic sales decline of 10.6%, primarily driven by lower equipment volumes across most countries, reflecting softer market demand and distributor overstock in certain markets, partially offset by price realization and volume growth in India; and
•A net favorable impact from foreign currency exchange of approximately 2.8%.
APAC net sales were $35.8 million for the first six months of 2026, a decrease of 3.5% from the first six months of 2025 driven by:
•Organic sales decline of 6.8%, primarily driven by lower equipment volumes and continued softness in China, Australia, and Southeast Asia, partially offset by price realization and growth in certain markets; partly offset by
•A net favorable impact from foreign currency exchange of approximately 3.3%.
Gross Profit
Gross profit margin of 39.5% was 260 basis points lower in the second quarter of 2026 compared to the second quarter of 2025. Gross profit margin of 38.8% was 300 basis points lower in the first six months of 2026 compared to the first six months of 2025. The margin rate decline in both periods was driven primarily by ERP-related recovery costs, supply constraints, and elevated freight and tariff-related material costs in North America. In EMEA, margin was pressured by competitive price concessions, volume deleverage, and unfavorable mix. These impacts were partially offset by price realization and cost management actions.
Operating Expense
Selling and Administrative Expense
Selling and administrative expense ("S&A expense") was $99.5 million for the second quarter of 2026, an increase of $5.8 million compared to the second quarter of 2025. As a percentage of net sales, S&A expense for the second quarter of 2026 increased 130 basis points to 30.7% from 29.4% in the second quarter of 2025. The increase in S&A expense was primarily driven by unfavorable foreign currency, higher people-related costs and technology spend, partially offset by lower bad debt expense and other administrative expenses.
S&A expense was $197.6 million for the first six months of 2026, an increase of $13.2 million compared to the first six months of 2025. As a percentage of net sales, S&A expense for the first six months of 2026 increased 150 basis points to 31.8% from 30.3% in the first six months of 2025. The increase in S&A expense was primarily driven by unfavorable foreign currency, higher people-related costs, technology spend, vehicle-related expense, and travel, partially offset by lower bad debt expense, professional fees, and other administrative expenses.
Research and Development Expense
Research and development expense ("R&D expense") was $12.5 million, or 3.9% of net sales, for the second quarter of 2026, with R&D expense as a percentage of net sales increasing 80 basis points compared to the second quarter of 2025. Research and development expense ("R&D expense") was $23.1 million, or 3.7% of net sales, for the first six months of 2026, with R&D expense as a percentage of net sales increasing 50 basis points compared to the first six months of 2025. The increase was primarily driven by continued investment in innovation, including robotics and autonomous solutions.
We continue to invest in developing innovative products and technologies at levels necessary to propel our technology and innovative leadership position and drive growth.
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Total Other Expense, Net
Interest Expense, Net
Interest expense, net was $4.3 million in the second quarter of 2026 compared to $2.2 million in the second quarter of 2025. The increase was the result of higher weighted average outstanding borrowings, including incremental borrowings to fund share repurchases, partly offset by a lower average interest rate. The following table compares the debt levels, average interest rate, interest income and interest expense for the three months ended June 30, 2026 and 2025, respectively (in millions, except percentages):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Weighted Average Outstanding Borrowings $ 365.5 $ 213.8 $ 336.5 $ 209.3
Average interest rate 5.2 % 5.7 % 5.2 % 5.7 %
Interest expense 5.2 3.0 9.6 6.2
Interest income (0.9) (0.8) (1.9) (1.7)
Interest expense, net $ 4.3 $ 2.2 $ 7.7 $ 4.5
Our debt portfolio as of June 30, 2026 was comprised of debt predominantly in U.S. dollars. The Company manages its floating rate debt exposure using fixed rate interest rate swaps to reduce the Company's risk of the possibility of increased interest costs. The Company has an aggregate $120.0 million notional amount of interest rate swaps that exchange a variable rate of interest for a fixed rate of interest of 3.44% over the term of the agreements.
Net Foreign Currency Transaction Loss
Net foreign currency transaction loss was $0.3 million for the second quarter of 2026 compared to $0.8 million for the second quarter of 2025. Net foreign currency transaction loss was $0.7 million for the first six months of 2026 compared to $1.0 million for the first six months of 2025. The favorable impact was primarily due to volatile currency markets driving larger than normal exchange rate fluctuations on small unhedged exposures in the prior year.
Income Taxes
The effective tax rate for the second quarter of 2026 was 26.3% compared to 26.0% for the second quarter of 2025. The increase was primarily due to unfavorable changes in the mix of forecasted earnings by country, partially offset by an increase in discrete tax benefits recognized in the second quarter of 2026.
The effective tax rate for the first six months of 2026 was 30.5% compared to 25.2% for the first six months of 2025. The increase was primarily due to higher discrete tax costs associated with share-based compensation recognized in the first six months of 2026, as well as unfavorable changes in the mix of forecasted earnings by country.
In general, it is our practice and intention to permanently reinvest the earnings of our foreign subsidiaries and repatriate earnings only when the tax impact is zero or immaterial. No deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of our foreign investments to the U.S.
Liquidity and Capital Resources
Liquidity
Cash and cash equivalents totaled $76.9 million at June 30, 2026 compared to $106.4 million as of December 31, 2025. Wherever possible, cash management is centralized and intercompany financing is used to provide working capital to subsidiaries as needed. Our current ratio was 2.0 as of June 30, 2026 and 2.0 as of December 31, 2025. Our primary working capital, which is comprised of accounts receivable, inventories and
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accounts payable, was $375.3 million as of June 30, 2026 and $327.8 million as of December 31, 2025. Our debt-to-capital ratio was 40.1% as of June 30, 2026 compared to 31.2% as of December 31, 2025.
As of June 30, 2026, we had letters of credit and bank guarantees outstanding in the amount of $3.1 million, leaving approximately $289.4 million of unused borrowing capacity on our revolving facility.
Cash Flow from Operating Activities
Net cash used in operating activities during the six months ended June 30, 2026 was $26.2 million compared to net cash provided by operating activities of $22.1 million during the six months ended June 30, 2025. The change was primarily driven by lower operating performance and increased working capital requirements, including higher accounts receivable and inventory balances and lower accounts payable. Working capital levels and cash conversion were adversely affected by operational and process inefficiencies associated with the North America ERP implementation, and management remains focused on improving working capital efficiency as stabilization and fulfillment efforts progress.
Cash Flow from Investing Activities
Net cash used in investing activities during the six months ended June 30, 2026 was $15.4 million compared to net cash used in investing activities of $10.6 million during the six months ended June 30, 2025. The increase was primarily due to the acquisition of Clean Machine in the first quarter of 2026, partly offset by lower capital expenditures.
Cash Flow from Financing Activities
Net cash provided by financing activities during the six months ended June 30, 2026 was $11.4 million compared to net cash used in financing activities of $32.8 million during the six months ended June 30, 2025. The increase was driven by increased net proceeds from borrowing, partly offset by higher repurchases of common stock.
Newly Issued Accounting Guidance
See Note 2 to the consolidated financial statements for information on new accounting pronouncements.
In October 2023, the FASB issued ASU 2023-06 Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative, which aims to clarify or improve disclosure and presentation requirements on a variety of topics and align the requirements in the FASB accounting standard with the Securities and Exchange Commission regulations. This guidance is effective for the Company no later than June 30, 2027. We do not expect the amendments in this update to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220) - Disaggregation of Income Statement Expenses, which requires disaggregation of certain income statement expense captions into specified categories to be disclosed within the notes to the financial statements, but does not change the expense captions on the consolidated income statement. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.
In November 2025, the FASB issued ASU 2025-09 Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which includes amendments to more closely align hedge accounting with the economics of an entity's risk management activities. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied on a prospective basis. We are evaluating the impact of the ASU to determine its impact on our consolidated financial statements and related disclosures.
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In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. generally accepted accounting principles. The amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim reporting disclosure requirements, but rather aims to provide clarity and improve navigability of the existing interim reporting requirements. The update will be effective for interim periods within annual periods beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively or retrospectively to any or all prior periods presented in the financial statements. We are evaluating the impact of the ASU to determine its impact on our consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12 Codification Improvements, which aims to update the FASB Accounting Standards Codification for a broad range of topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. The ASU is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.
No other new accounting pronouncements issued but not yet effective have had, or are expected to have, a material impact on our results of operations or financial position.
Cautionary Statement Relevant to Forward-Looking Information
This Quarterly Report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue” or similar words or the negative thereof. These statements do not relate to strictly historical or current facts and provide current expectations or forecasts of future events. Any such expectations or forecasts of future events are subject to a variety of factors. These include factors that affect all businesses operating in a global market as well as matters specific to us and the markets the Company serves. Particular risks and uncertainties presently facing us include: geopolitical and economic uncertainty throughout the world; our ability to comply with global laws and regulations; changes in foreign currency exchange rates; our ability to adapt to customer pricing sensitivities; the competition in our business; fluctuations in the cost, quality or availability of raw materials and purchased components; our ability to adjust pricing to respond to cost pressures; unforeseen product liability claims or product quality issues; our ability to attract, retain and develop key personnel and create effective succession planning strategies; our ability to effectively develop and manage strategic planning and growth processes and the related operational plans; our ability to successfully upgrade and evolve our information technology systems; our ability to successfully protect our information technology systems from cybersecurity risks; complications with our new ERP system; the occurrence of a significant business interruption; our ability to maintain the health and safety of our workers; our ability to integrate acquisitions; our ability to develop and commercialize new innovative products and services; and risks related to our business transformation and strategic initiatives.
We caution that forward-looking statements must be considered carefully and that actual results may differ in material ways due to risks and uncertainties both known and unknown. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Additional information about factors that could materially affect our results can be found in Part I, Item 1A, Risk Factors in our annual report on Form 10-K for the year ended December 31, 2025.
We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Investors are advised to consult any further disclosures by us in our filings with the SEC and in other written statements on related subjects. It is not possible to anticipate or foresee all risk factors, and investors should not consider any list of such factors to be an exhaustive or complete list of all risks or uncertainties.