What changed in this filing

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Item 1A. Risk Factors

2025-03-14 compared with 2024-03-29 · 77 added, 60 removed, 451 unchanged (23% of the section changed)

9 unchanged sentences

We may incur losses for an indeterminate period of time and may not achieve consistent profitability.

We expect to rely on cash on hand, cash, if any, generated from our operations, borrowing availability, if any, under our lines of credit and proceeds from future financing activities, if any, to fund all of the cash requirements of our business.

We expect to rely on cash on hand;

cash, if any, generated from our operations;

borrowing availability, if any, under our lines of credit;

and proceeds from future financing activities, if any, to fund the cash requirements of our business.

In some market environments, we may have limited access to incremental financing, which could defer or cancel growth projects, reduce business activity or cause us to default on our existing debt agreements if we are unable to meet our payment schedules.

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For the year ended December 31, 2024, we recognized $40.2 million i n interest rate expense an d $12.7 million in accretion of Series A preferred units (excludes debt related fees and amortization expense).

Any cash flows after covering our operations, equity raises if any, and any EB-5 funding are used to pay principal and interest on debt, thereby reducing the funds available for working capital, capital expenditures, acquisitions, research and development and other general corporate purposes;

Any Biogas cash flows are used to pay mandatory redemptions under the Preferred Unit Purchase Agreement and thus reduce the funds available to use by us for operations.

The terms of our indebtedness and the Series A preferred units impose certain restrictions on us that limit our cash flow and affect our ability to further invest in our business, including as follows:

Any cash flows after funding our operations, any equity raises, and any EB-5 funding must be used to pay principal and interest on debt, thereby reducing the funds available for working capital, capital expenditures, acquisitions, research and development and other general corporate purposes;

Any Biogas cash flows may be used to pay mandatory redemptions under the Preferred Unit Purchase Agreement and this use of funds could reduce the funds available to use by us for operations.

Insufficient cash flows from operations may force us to sell assets or seek additional capital, which we may not be able to accomplish on favorable terms, if at all;

The level of indebtedness may make us more vulnerable to economic or industry downturns.

Our business is dependent on external financing and cash from operations to service debt and provide future growth.

The adoption of new technologies at our ethanol and biodiesel plants, the development bio-methane digesters at local dairies near our Keyes Plant, a SAF/RD production plant and CCUS projects, and our working capital requirements are financed in part through debt or debt-like facilities.

Our business is dependent on external financing and cash from operations to service debt and fund future growth.

The adoption of new technologies at our ethanol and biodiesel plants, the development of bio-methane digesters at local dairies near our Keyes Plant, the construction of a SAF/RD production plant, the construction of our CCUS projects, and our working capital requirements are financed in part through debt or debt-like facilities.

We may need to seek significant additional financing to continue or grow our operations and to develop our business.

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Should we require additional financing, there can be no assurances that the additional financing will be available on terms satisfactory to us.

Our ability to identify and enter into commercial arrangements with feedstock suppliers in India depends on maintaining our operations agreement with Gemini Edibles and Fats India Private Limited (“Gemini”) and Secunderabad Oils Limited (“SOL”).

If we are unable to maintain this strategic relationship, our business may be negatively affected.

In addition, the ability of Gemini and SOL to continue to provide us with working capital depends in part on the financial strength of them and their banking relationships.

If Gemini and SOL are unable or unwilling to continue to provide us with working capital, our business may be negatively affected.

Our ability to identify and enter into commercial arrangements with feedstock suppliers in India depends on maintaining our operations agreement with key vendors in India.

If we are unable to maintain these strategic relationships, our business may be negatively affected.

In addition, the ability of our key vendors to continue to provide us with working capital depends in part on the financial strength of them and their banking relationships.

If our key vendors are unable or unwilling to continue to provide us with working capital, our business may be negatively affected.

Our ability to enter into commercial arrangements with feedstock suppliers in California depends on maintaining our operations agreement with J.D.

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The current maturity date on some of these not es was recently extended to April 2026.

We h ave been able to extend our indebtedness in the past, but we may not be able to continue to extend the maturity of these notes.

We h ave been able to extend our indebtedness in the past, but we may not be able to continue to extend the maturity of these notes in the future.

We may not have sufficient cash available at the time of maturity to repay this indebtedness.

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If we are unable to extend the maturity of the notes or refinance on terms satisfactory to us, we may be forced to refinance on terms that are materially less favorable, seek funds through other means such as a sale of some of our assets, or otherwise significantly alter our operating plan, any of which could have a material adverse effect on our business, financial condition and results of operations.

Additionally, if we are unable to amend our current note purchase agreement with Third Eye Capital, our ability to pay dividends could be restrained.

We are dependent upon our working capital agreements with J.D.

Heiskell, Gemini Edibles and Fats India Private Limited and Secunderabad Oils Limited.

Heiskell and other key vendors.

Our ability to operate our Keyes Plant depends on maintaining our working capital agreement with J.D.

Heiskell, our marketing agreement with Murex and our ability to operate the Kakinada Plant depends on maintaining our working capital agreements with Gemini and SOL.

Heiskell, and our ability to operate the Kakinada Plant depends on maintaining our working capital agreements with key vendors.

The Heiskell Agreement provides for an initial term of one year with automatic one-year renewals;

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In addition, the agreement may be terminated at any time upon an event of default, such as payment default, bankruptcy, acts of fraud or material breach under one of our related agreements with J.D.

The Gemini and SOL agreement may be terminated at any time by either party upon written notice.

The agreements with key vendors in India may be terminated at any time by either party upon written notice.

If we are unable to maintain these strategic relationships, we will be required to locate alternative sources of working capital and corn supply, which we may be unable to do in a timely manner or at all.

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are significantly affected by the spread between the cost of corn and natural gas that we purchase and the price of the ethanol, WDG and DCO that we sell.

Similarly, in India our biodiesel business is primarily dependent on the price difference between the costs of the feedstock we purchase (principally NRPO and crude glycerin) and the products we sell (principally distilled biodiesel and refined glycerin).

The markets for ethanol, biodiesel, WDG, DCO and glycerin are highly volatile and subject to significant fluctuations.

Similarly, in India our biodiesel business is primarily dependent on the price difference between the costs of the feedstock we purchase (principally stearin, tallow, and crude glycerin) and the products we sell (principally distilled biodiesel and refined glycerin).

The markets for ethanol, biodiesel, WDG, DCO and refined glycerin are highly volatile and subject to significant fluctuations.

Any decrease in the spread between prices of the commodities we buy and sell, whether as a result of an increase in feedstock prices or a reduction in ethanol or biodiesel prices, would adversely affect our financial performance and cash flow and may cause us to suspend production at either of our plants.

As of December 31, 2021 we became an “ accelerated filer ” and are therefore subject to the auditor attestation requirement in the assessment of our internal control over financial reporting.

Because the worldwide market value of our common stock held by non-affiliates exceeded $75 million (but was less than $700 million), as of the last business day of our fiscal quarter ended June 30, 2022, we are an “accelerated filer” as defined by SEC rule.

Therefore, we are now subject to the requirement that we include in this Annual Report on Form 10-K for the fiscal year ending December 31, 2022, the auditor’s attestation report on assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act.

If we do not have a sufficient history for us and our independent registered public accounting firm to test and evaluate our new processes and controls, we may be unable to obtain an unqualified attestation report from our independent registered public accounting firm required under Section 404 of the Sarbanes-Oxley Act.

If our independent registered public accounting firm is not able to render an unqualified attestation, it could result in lost investor confidence in the accuracy, reliability, and completeness of our financial reports.

We expect that our status as an accelerated filer and compliance with these increased requirements will require management to expend additional time while also condensing the time frame available to comply with certain requirements, which may further increase our legal and financial compliance costs.

The price of ethanol is volatile and subject to large fluctuations, and increased ethanol production may cause a decline in ethanol prices or prevent ethanol prices from rising, either of which could adversely impact our results of operations, cash flows and financial condition.

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Additionally, even if we are able to install and begin operations of an integrated advanced fuels and/or bio-chemical plant, we cannot assure you that the technology will work and produce cost effective products because we have never designed, engineered nor built this technology into an existing bio-refinery.

Similarly, our plans to develop the SAF/RD production plant, CCS, the integrated microgrid, the MVR system, or the Mitsubishi dehydration system at the Keyes Plant may not be successful as a result of financing or issues in the design or construction process.

Similarly, our plans to develop the SAF/RD production plant, CCS, the integrated microgrid, the MVR system, or any other system at the Keyes Plant may not be successful as a result of financing or issues in design, construction, or operations.

Any inability to execute our business plan may have a material adverse effect on our operations, financial position, ability to pay dividends, and ability to continue as a going concern.

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Our strategy calls for continued investment in capital improvements and additions.

For example, we are currently developing “Carbon Zero” biofuels production plants designed to produce biofuels, including renewable jet and renewable diesel fuel utilizing hydrogen and non-edible renewable oils.

We are also building carbon capture sequestration wells to generate low-carbon fuel standard credits by injecting CO₂ into sequestration wells that are monitored for emissions to ensure the long-term sequestration of carbon underground, developing the Carbon Zero Facility in Riverbank, CA to utilize licensed technologies to convert local California surplus biomass into ultra-low carbon renewable ethanol.

For example, we are currently developing a biofuels production plants designed to produce biofuels, including renewable aviation fuel and renewable diesel fuel, utilizing renewable hydrogen and non-edible renewable oils.

We are also developing carbon sequestration wells to generate California low carbon fuel standard credits by injecting CO₂ into sequestration wells that are monitored for emissions to ensure the long-term sequestration of CO 2 underground.

The construction of these capital improvements and additions involves numerous regulatory, environmental, political and legal uncertainties, many of which are beyond our control and may require the expenditure of significant amounts of capital, which may exceed our estimates and we may require significant debt or equity financing.

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As a result, the new facilities may not be able to achieve our expected investment return, which could adversely affect our results of operations.

We are in the process of developing SAF/RD, CCUS, dairy digester, and other projects, and the success of such projects depends on many factors;

We are in the process of developing biogas digesters, CCUS, SAF/RD, expanded biodiesel production and other projects, and the success of such projects depends on many factors;

as such, cash flows and revenue projections may not be achieved.

We are actively developing projects designed to reduce emissions of greenhouse gases.

These include (i) a biofuels production plant in Riverbank, California designed to produce SAF/RD using renewable fats and oils obtained from existing Aemetis biofuels plants and other sources, (ii) Carbon Capture and Underground Sequestration (“CCUS”) projects designed to compress and inject CO₂ into deep wells for long-term sequestration of carbon underground, (iii) additional dairy digesters at new locations, along with associated infrastructure for transporting and producing biogas and Renewable Natural Gas.

These include (i) a biofuels production plant in Riverbank, California designed to produce SAF/RD using renewable fats and oils obtained from existing Aemetis biofuels plants and other sources, (ii) Carbon Capture and Underground Sequestration (“CCUS”) projects designed to compress and inject CO₂ into deep wells for long-term sequestration of carbon underground, (iii) additional dairy and other digesters at new locations, along with associated infrastructure for transporting and producing biogas and Renewable Natural Gas, (iv) expansion of biodiesel production in India.

We also plan to develop additional projects beyond those listed here.

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The IRA, RFS, LCFS and other regulations, as well as our ability to qualify for and monetize the tax credits, carbon credits, grants and other financial incentives available thereunder, are subject to modifications, additional regulatory requirements or limits, varying interpretations, reduction, expiration, and other changes.

These can occur with or without advance notice, may affect our past business activities or future plans, and may occur for a variety of reasons resulting from legislation, new or changing regulations, regulatory interpretation, court cases, and other sources.

Moreover, the new presidential administration may take action to revise, repeal or otherwise modify existing funding and tax credit arrangements currently in place.

For example, on January 20, 2025, President Trump issued an Executive Order (the “January Executive Order”) pausing certain funding disbursements under the IRA;

the impact of this Executive Order on the use of and our ability to monetize certain federal credits and grants is uncertain at this time.

Additionally, in its June 2024 decision in Loper Bright Enterprises v.

Raimondo (the “Loper decision”), the U.S.

Supreme Court overturned a longstanding Chevron doctrine, under which courts were required to give deference to regulatory agencies’ reasonable interpretations of ambiguous federal statutes.

The Loper decision could result in additional legal challenges to regulations and guidance issued by federal agencies applicable to our operations.

Further, the Loper decision may result in increased regulatory uncertainty, inconsistent judicial interpretations and other impacts to the agency rulemaking process.

The regulatory and/or financial changes can occur with or without advance notice, may affect our past business activities or future plans, and may occur for a variety of reasons resulting from legislation, new or changing regulations, regulatory interpretation, court cases, and other sources.

These regulatory programs, credits, and incentives have been and will continue to be material to our business and to our projects under development.

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Our EB-5 Phase I program allows for the issuance of up to 72 subordinated convertible promissory notes, each in the amount of $0.5 million due and payable four years from the date of the note for a total aggregate principal amount of up to $36.0 million.

As of December 31, 2023, $35.5 million have been raised through the EB-5 program and have been released from escrow and $0.5 million remain to be funded to escrow.

Additionally, the USCIS could deny approval of the loans, and then we would not receive some or all of the subscribed funds.

As of December 31, 2024, $35.5 million have been raised through the EB-5 program and have been released from escrow.

The USCIS could deny approval of the loans, and then we would not receive some or all of the subscribed funds.

If the USCIS takes longer to approve the release of funds in escrow, or does not approve the loans at all, it would have a material adverse effect on our cash flows available for operations, and thus could have a material adverse effect on our results of operations.

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At this stage, it is not possible to accurately estimate either a timetable for implementation of any future regulations or our future compliance costs relating to implementation.

Under the 2015 Paris Agreement, parties to the United Nations Framework Convention on Climate Change agreed to undertake ambitious efforts to reduce GHG emissions and strengthen adaptation to the effects of climate change.

In February 2021, the U.S.

recommitted to the Agreement after having withdrawn in August 2017.

In the U.S., the EPA promulgated federal GHG regulations under the Clean Air Act affecting certain sources.

In the U.S., the Environmental Protection Agency (“EPA”) promulgated federal GHG regulations under the Clean Air Act affecting certain sources.

The EPA issued mandatory GHG reporting requirements, requirements to obtain GHG permits for certain industrial plants and GHG performance standards for some facilities.

Although the EPA recently scaled back certain GHG requirements, addressing climate change is a stated priority of President Biden and as such additional regulations and legislation are likely to be forthcoming at the U.S.

federal or state level that could result in increased operating costs for compliance, or required acquisition or trading of emission allowances.

Additionally, demand for the products we produce may be reduced.

President Trump’s Day One 2025 executive orders reversed EPA’s priorities of environmental justice, regulatory enforcement, and addressing global climate change.

Moreover, the U.S.

Supreme Court has ruled in several cases that limit the EPA’s power to regulate the carbon emissions from existing power plants (West Virginia v.

EPA) and discharges into wetlands (Sackett v.

Therefore, it is uncertain whether EPA will continue to prioritize climate change.

The recent changes to the EPA may result in additional regulations and legislation at the U.S.

federal or state level, which could result in increased operating costs for compliance, or required acquisition or trading of emission allowances.

Additionally, demand for the products we produce may be reduced for various reasons, including, but not limited to, lack of federal support.

If new laws or regulations are passed relating to the production, disposal or emissions of carbon dioxide, we may be required to incur significant costs to comply with such new laws or regulations.

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If we are found to be liable for violations of the FCPA or similar anti-corruption laws in other jurisdictions, either due to our own acts or out of inadvertence, or due to the acts or inadvertence of others, we could suffer from criminal or civil penalties which could have a material and adverse effect on our results of operations, financial condition and cash flows.

In February 2025, President Trump signed an executive order pausing all future investigations and enforcement actions under the FCPA for at least 180 days until the attorney general issues revised FCPA enforcement guidance.

Due to the changing nature of the regulatory environment and uncertainty about the priorities and direction of the new presidential administration, we cannot be certain if or how the Department of Justice’s enforcement of the FCPA will change or impact our business.

A substantial portion of our assets and operations are located in India, and we are subject to regulatory, economic and political uncertainties in India.

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Various factors, such as changes in the current federal government, could trigger significant changes in India’s economic liberalization and deregulation policies and disrupt business and economic conditions in India generally and our business in particular.

In particular, the Indian government’s 2018 National Biofuels Policy stated a plan to increase Biodiesel blending to 5% of the diesel market, equal to more than 1.2 billion gallons per year.

In particular, the Indian government’s 2019 National Ethanol Blended Petrol Program Policy states a plan to increase ethanol Biodiesel blending to 20% by 2030.

We cannot assure you that this policy will continue, nor can we assure you that we will continue to be able to procure biodiesel supply contracts with the Indian state-owned oil marketing companies through the public tender process.

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Our Indian operations could be subject to strict restrictions on the movement of cash and the exchange of foreign currencies, which would limit our ability to use this cash across our global operations.

For instance, cash and cash equivalents were $2.7 million at December 31, 2023, of which $2.6 million was held in our North American entities and $0.1 million was held in our India subsidiary.

For instance, cash and cash equivalents were $0.9 million at December 31, 2024, of which $0.8 million was held in our North American entities and $0.1 thousand was held in our India subsidiary;

at times this balance is much higher.

Cash held in our Indian subsidiary may not otherwise be available for servicing debt obligations, potential investment or use for operations in the United States.

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Our ability to utilize our NOL carryforwards may be limited.

Under the Internal Revenue Code of 1986, as amended (the “Code”), a corporation is generally allowed a deduction in any taxable year for net operating losses (“NOL”) carried over from prior taxable years.

As of December 31, 2023, we had U.S.

federal NOL carryforwards of approximately $253.0 million and state NOL carryforwards of approximately $336.0 million.

As of December 31, 2023, the federal NOLs of $187.0 million and the state NOLs of $348.0 million expire on various dates between 2027 and 2042.

Under the Internal Revenue Code of 1986, as amended (the “Code”), a corporation is generally allowed a deduction in any taxable year for net operating losses (“NOLs”) arising in taxable years ending on or prior to December 31, 2017, that may be carried forward for a period of 20 taxable years, and NOLs arising in taxable years ending after December 31, 2017 may be carried forward indefinitely, but the deductibility of such post-2017 NOLs in taxable years beginning after December 31, 2020 is limited to 80% of the taxable income in the taxable year to which such NOLs are carried forward.

Furthermore, state NOLs may also be subject to separate limitations at the state level.

As of December 31, 2024, federal NOLs of $323.0 million and the state NOLs of $408.0 million expire on various dates between 2027 and 2042.

Due to the 2017 U.S.

Tax Reform, U.S.

federal NOLs after 2017 in the amount of $85.0 million have no expiration date.

The Section 163(j) excess interest expense carryover does not expire (similar to NOLs).

However, the Section 163(j) excess interest expense carryover is subject to allowed amounts and the Section 382 change of ownership rules, similar to NOLs and tax credits.

The annual computation for how much interest expense is allowed includes the prior year interest carry over plus current year interest.

The amount allowed is generally 30% (the law was modified for 2019 and 2020 to 50% due to COVID) of adjusted taxable income before the interest.

Due to the ongoing interest expense every year, our ability to continue to carry forward the interest expense to next year may be limited.

Our ability to deduct these NOL carryforwards against future taxable income could be limited if we experience an “ownership change,” as defined in Section 382 of the Code.

federal NOLs after 2017 in the amount of $135.0 million have no expiration date, but such NOLs are subject to the 80% taxable limitation described above.

Under Section 163(j) of the Code, a taxpayer’s deduction for business interest expense is generally limited to the sum of (i) the taxpayer’s business interest income, (ii) 30% of the taxpayer’s “adjusted taxable income” and (iii) the taxpayer’s floor plan financing interest.

The amount of any excess business interest expense that is disallowed for a particular taxable year under Section 163(j) of the Code may be carried forward indefinitely.

Due to the ongoing interest expense every year, our ability to utilize any excess business interest expense carryforwards may be limited.

Our ability to deduct these NOL carryforwards, excess business interest expense carryforwards, and other tax attributes against future taxable income could be limited if we experience an “ownership change,” as defined in Section 382 of the Code.

In general, an ownership change may result from one or more transactions increasing the aggregate ownership of certain persons (or groups of persons) in our stock by more than 50 percentage points over a testing period (generally three years).

Past or future direct or indirect changes in the ownership of our stock, including sales or acquisitions of our stock by certain stockholders and purchases and issuances of our stock by us, some of which are not in our control and/or may occur or have already occurred in the public markets, could result in an ownership change.

Any resulting limitation on the use of our NOL carryforwards could result in the payment of taxes above the amounts currently estimated.

Any resulting limitation on the use of our NOL carryforwards, excess business interest expense carryforwards, and certain other tax attributes could result in the payment of taxes above the amounts currently estimated.

stockholders of our common stock, in certain situations, could be subject to U.S.

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We have increased our operations through mergers, acquisitions, partnerships and joint ventures and intend to continue to explore these opportunities in the future.

For example, in December 2020, we announced an investment in Nevo Motors, Inc.

pursuant to a Strategic Electric Vehicle Production Facilities Agreement that will utilize our current and future manufacturing facilities and fueling stations, as well as renewable natural gas and electricity produced by us.

The anticipated benefits of these transactions might take longer to realize than expected and these may never be fully realized, or even realized at all.

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We may not be able to successfully develop and commercialize our technologies, which may require us to curtail or cease our research and development activities.

In India, we developed a proprietary enzymatic process to convert free fatty acid feedstock into biodiesel for sale into the fuel market.

This process is not patented and is intended to not be disclosed to third parties, but the non-disclosure of this technology is not assured and the technology may be taken by other producers by hiring our former employees and other methods.

Since 2007, we have been developing patent-pending enzyme technology to enable the production of ethanol from a combination of starch and cellulose, or from cellulose alone.

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In 2018, in cooperation with a federally funded agency, we secured a grant from the California Energy Commission to optimize and demonstrate the effectiveness of ionic liquids technologies for breaking down biomass to produce ethanol.

To date, we have not completed a large-scale commercial prototype of our technology and are uncertain at this time when completion of a commercial scale prototype or commercial scale production will occur.

To date, we have not completed a large-scale commercial prototype of our technologies and are uncertain at this time when completion of a commercial scale prototype or commercial scale production will occur.

Commercialization risks include economic financial feasibility at commercial scale, availability of funding to complete large-scale commercial plant, ability of ionic liquids to function at commercial scale and market acceptance of product.

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our financing activities and future sales of our common stock or other securities;

availability and pricing of the governmental programs, such as D3 RINs and LCFS credits.

The price at which you purchase shares of our common stock may not be indicative of the price that will prevail in the trading market.

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Any of the risks described above could have a material adverse effect on our results of operations or the price of our common stock, or both.

We do not intend to pay dividends.

We have not paid any cash dividends on any of our securities since inception and we do not anticipate paying any cash dividends on any of our securities in the foreseeable future.

We do not currently plan to pay dividends in the next few years.

We have not paid any cash dividends on any of our securities since inception and do not anticipate paying cash dividends on or commons stock in the foreseeable future.

Our principal shareholders hold a substantial amount of our common stock.

McAfee, our Chief Executive Officer and Chair of the Board, and our other officers and directors beneficially own, in the aggregate, a portion of our outstanding stock as further described in our proxy that is incorporated by reference into this 10-K .

McAfee, our Chief Executive Officer and Chairman of the Board, along with our other officers and directors beneficially own, in the aggregate, a portion of our outstanding stock as further described in our proxy that is incorporated by reference into this 10-K .

As a result, these shareholders, acting together, may be able to influence matters requiring shareholder approval, including the election of directors and approval of mergers and acquisitions and other significant corporate transactions.

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Our success depends on our continued ability to attract, retain and motivate highly qualified management, manufacturing and scientific personnel, in particular our Chairman and Chief Executive Officer, Eric McAfee.

In addition, as disclosed in our Quarterly Report on Form 10-Q for the period ending September 30, 2024, our Chief Financial Officer, Todd Waltz, has informed the Company of his desire to retire with an effective date expected in 2025.

We maintain key person insurance on our Mr.

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If we sell common stock, convertible securities, or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales and new investors could gain rights superior to our existing stockholders.

Inflation may adversely affect us by increasing costs of our business.

Inflation may adversely affect us by increasing the costs of operating our business.

Inflation can adversely affect us by increasing costs of feedstock, equipment, materials, and labor.

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We monitor and manage this exposure as part of our overall risk management program, but the changes in interest rates cannot always be predicted, hedged, or offset with price increases to eliminate earnings volatility.

Inflation, including as a result of commodity price inflation or supply chain constraints due to the war in Ukraine, may adversely impact our results of operations.

Inflation, including as a result of commodity price inflation or supply chain constraints due to wars, may adversely impact our results of operations.

We have experienced inflationary impacts on key production inputs, feedstock, wages and other costs of labor, equipment, services, and other business expenses.

Commodity prices in particular have risen significantly over the past year.

Commodity prices in particular have risen significantly over the past year, though some commodity prices have decreased.

Inflation and its negative impacts could escalate in future periods.

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As a result, inflation may have a material adverse effect on our results of operations and financial condition.

The impact of potential tariffs proposed by the new presidential administration is uncertain.

Changes in U.S.

foreign trade policy, including as a result of the new presidential administration, could lead to the imposition of additional economic or trade sanctions, tariffs or other trade barriers against countries, individuals or entities with whom we transact.

Increased and/or new tariffs on equipment supply and raw materials, and shortages of skilled labor could significantly delay a project or otherwise increase our costs.

For example, the new administration has imposed and announced plans to impose broad-based tariffs on imports from many countries, including China, Mexico, and Canada, as well as countries of the European Union and Japan.

Such tariffs could cause the cost of procuring material and equipment used in the construction and development of our construction projects to significantly increase.

Such changes in U.S.

trade policy or in laws and policies governing foreign trade could materially and adversely affect our business, financial condition, operating results and liquidity.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors