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With the constant evolution of workforce dynamics, if we do not manage these changes effectively, it could materially adversely affect our culture, reputation, and operational flexibility.
−Removed: Our business and reputation are impacted by information technology system failures and network disruptions.
−Removed: We, and our global supply chain, are exposed to information technology system failures or network disruptions caused by natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, ransomware or other cybersecurity incidents, or other events or disruptions.
−Removed: System redundancy and other continuity measures may be ineffective or inadequate, and our, or our vendors', business continuity and disaster recovery planning may not be sufficient for all eventualities.
−Removed: Such failures or disruptions can adversely impact our business by, among other things, preventing access to our cloud-based systems, interfering with customer transactions or impeding the manufacturing and shipping of our products.
−Removed: These events could materially adversely affect our business, reputation, results of operations and financial condition.
−Removed: Future cybersecurity incidents could expose us to liability and damage our reputation and our business.
−Removed: We collect, process, store, and transmit large amounts of data, and it is critical to our business strategy that our facilities and infrastructure remain secure and are perceived by the marketplace to be secure.
−Removed: Our information technology systems are essential to our efforts to manufacture our products, process customer sales transactions, manage inventory levels, conduct business with our suppliers and other business partners, and record, summarize and analyze the results of our operations.
−Removed: These systems contain, among other things, material operational, financial and administrative information related to our business.
−Removed: As with most companies, there will always be some risk of physical or electronic break-ins, computer viruses, or similar disruptions.
−Removed: In addition, we, like all entities, are the target of cybercriminals who attempt to compromise our systems.
−Removed: From time to time, we experience threats and intrusions that may require remediation to protect sensitive information, including our intellectual property and personal information, and our overall business.
−Removed: Any physical or electronic break-in, computer virus, cybersecurity attack or other security breach or compromise of the information handled by us or our service providers may jeopardize the security or integrity of information in our computer systems and networks or those of our customers and cause significant interruptions in our and our customers' operations.
−Removed: Any systems and processes that we have developed that are designed to protect customer, associate and vendor information, and intellectual property, and to prevent data loss and other security attacks, cannot provide absolute security.
−Removed: In addition, we may not successfully implement remediation plans to address all potential exposures.
−Removed: It is possible that we may have to expend additional financial and other resources to address these problems.
−Removed: Failure to prevent or mitigate data loss or other security incidents could expose us or our customers, associates and vendors to a risk of loss or misuse of such information, cause customers to lose confidence in our data protection measures, damage our reputation, adversely affect our operating results or result in litigation or potential liability for us.
−Removed: Additionally, we expect to continue to make investments in our information technology infrastructure.
−Removed: The implementation of these investments may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position, results of operations or cash flows.
We cannot guarantee that our share repurchase program will enhance long-term stockholder value, or that it will successfully mitigate the dilutive effect of employee equity awards.
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In addition, the program could affect the trading price of our Common Stock and increase volatility, and any announcement of a termination of this program may result in a decrease in the trading price of our Common Stock.
−Removed: We may not be able to realize the benefits anticipated as a result of the Nu Aire acquisition.
−Removed: On November 1, 2024, we completed the acquisition of Nu Aire.
−Removed: The success of this acquisition will depend, in part, on our ability to realize the anticipated business opportunities and growth prospects from combining Nu Aire with our existing business.
−Removed: Achieving those benefits depends on the timely, efficient, and successful execution of a number of post-acquisition events, including integrating the acquired business into the Company.
−Removed: Factors that could affect our ability to achieve these benefits include:
−Removed: • Difficulties in integrating and managing personnel, financial reporting, and other systems used by the acquired business;
−Removed: • The failure of the acquired business to perform in accordance with our expectations;
−Removed: • Failure to achieve anticipated synergies between our business units and the business units of the acquired business;
−Removed: • The loss of customers of the acquired business;
−Removed: • The loss of key managers and employees of the acquired business;
−Removed: • Other material adverse events in the acquired business.
−Removed: The process of integrating Nu Aire into our existing operations also may require additional financial resources and attention from management that would otherwise be available for ongoing development or expansion of our existing operations.
−Removed: Costs associated with the acquisition have included and may include in the future significant transaction, consulting, and third-party service fees as we build up internal resources and/or engage third party providers as part of the integration of Nu Aire into our operations.
−Removed: Further, because Nu Aire was a private company and was not subject to the requirements of Sarbanes-Oxley, the Nu Aire acquisition requires or will require us to incorporate additional internal controls for the acquired company, which may be difficult, costly, and time-consuming.
−Removed: Although we expect to successfully integrate Nu Aire, we may not achieve the desired net benefit in the timeframe planned if the integration process takes longer than expected or is more costly than anticipated.
−Removed: If the acquired company does not operate as we anticipate, it could materially impact our business, financial condition, and results of operations.
−Removed: We have recently acquired Nu Aire, which was not subject to rules and regulations promulgated under the Sarbanes-Oxley Act of 2002, as amended ("Sarbanes-Oxley"), and may therefore lack the internal controls that would be required of a U.S.
−Removed: public company, which could ultimately affect our ability to ensure compliance with the requirements of Section 404 of Sarbanes-Oxley.
−Removed: We have recently acquired Nu Aire, Inc., which was not previously subject to the rules and regulations promulgated under Sarbanes-Oxley and accordingly was not required to establish and maintain an internal control infrastructure meeting the standards promulgated under Sarbanes-Oxley.
−Removed: Our assessment of and conclusion on the effectiveness of our internal control over financial reporting as of April 30, 2025 does not include consideration of the controls of Nu Aire, which was acquired on November 1, 2024.
−Removed: Although management will continue to review and evaluate the effectiveness of our internal controls in light of this acquisition, we cannot provide any assurances that there will be no significant deficiencies or material weaknesses in our internal control over financial reporting.
−Removed: Any significant deficiency or material weakness in the internal control structure of our acquired business may cause significant deficiencies or material weaknesses in our internal control over financial reporting, which could have an adverse effect on our business and our ability to comply with Section 404 of Sarbanes-Oxley.
Internal controls over financial reporting may not be effective at preventing or detecting material misstatements.
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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: We have recorded goodwill and other intangible assets in connection with the Nu Aire business acquisition.
Goodwill and other acquired intangible assets could become impaired and adversely affect our future operating results.
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As a result, comparisons of future results against prior period results will be more difficult for investors.
−Removed: In additional, there can be no guarantee that acquired intangible assets, particularly in-process research and development, will generate revenues or profits that we include in our forecast that is the basis for their fair value as of the acquisition date.
+Added: Further, there can be no guarantee that acquired intangible assets, particularly in-process research and development, will generate revenues or profits that we include in our forecast that is the basis for their fair value as of the acquisition date.
Any such impairment charges relating to goodwill or other intangible assets could have a material impact on our operating results in future periods, and the announcement of a material impairment could have a material adverse effect on the trading price and trading volume of our common stock.
−Removed: As of April 30, 2025, our Condensed Consolidated Balance Sheet reflected goodwill of $12.5 million and other intangible assets, net of $17.8 million.
We are subject to other risks that might also cause our actual results to vary materially from our forecasts, targets, or projections, including:
10 unchanged sentences
Our international expansion efforts may not be successful in creating further demand for our products outside of the United States or in effectively selling our products in the international markets we enter.
+Added: Our future growth may depend on our ability to penetrate new international markets.
+Added: International laws and regulations, construction customs, standards, techniques and methods differ from those in the United States.
+Added: Significant challenges of conducting business in foreign countries include, among other factors, geopolitical tensions, local acceptance of our products, political instability, currency controls, changes in import and export regulations, changes in tariff and freight rates, and fluctuations in foreign exchange rates.
If we fail to compete effectively, our revenue and profit margins could decline.
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Our principal raw materials are steel, including stainless steel, wood, and epoxy resin.
−Removed: Numerous factors beyond our control, such as general economic conditions, competition, worldwide demand, labor costs, energy costs, and import duties and
−Removed: other trade restrictions, influence prices for our raw materials.
+Added: Numerous factors beyond our control, such as general economic conditions, competition, worldwide demand, labor costs, energy costs, and import duties and other trade restrictions, influence prices for our raw materials.
We have not always been able, and in the future we might not be able, to increase our product prices in amounts that correspond to increases in costs of raw materials.
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Declines in construction activity or demand for our products could materially and adversely affect our business and financial condition.
−Removed: Changes in the U.S.
−Removed: political or regulatory environment could affect the availability of government funding, which could negatively impact our business.
−Removed: Certain of our customers may rely on government programs as a source of funding, such as medical research grants.
−Removed: Funding from government agencies or government reimbursement programs often fluctuates and is subject to the political process, which is often unpredictable.
−Removed: Any reduction in the availability or rate of funding or reimbursement, or delays surrounding the approval of such funding or reimbursement, may negatively impact our customers.
We face numerous manufacturing and supply chain risks.
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If we are unable to manufacture our products consistently, in sufficient quantities, and on a timely basis, our revenues, gross margins, and our other operating results will be materially and adversely affected.
+Added: Changes in the U.S.
+Added: political or regulatory environment could affect the availability of government funding, which could negatively impact our business.
+Added: Certain of our customers may rely on government programs as a source of funding, such as medical research grants.
+Added: Funding from government agencies or government reimbursement programs often fluctuates and is subject to the political process, which is often unpredictable.
+Added: Any reduction in the availability or rate of funding or reimbursement, or delays surrounding the approval of such funding or reimbursement, may negatively impact our customers.
Disruptions in the financial markets have historically created, and may continue to create, uncertainty in economic conditions that may adversely affect our customers and our business.
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We are unable to predict the likely occurrence or duration of these adverse economic conditions and the impact these events may have on our operations and the end users who purchase our products.
−Removed: Our future growth may depend on our ability to penetrate new international markets.
−Removed: International laws and regulations, construction customs, standards, techniques and methods differ from those in the United States.
−Removed: Significant challenges of conducting business in foreign countries include, among other factors, geopolitical tensions, local acceptance of our products, political instability, currency controls, changes in import and export regulations, changes in tariff and freight rates and fluctuations in foreign exchange rates.
The effects of geopolitical instability may adversely affect us and heighten significant risks and uncertainties for our business, with the ultimate impact dependent on future developments, which are highly uncertain and unpredictable.
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If geopolitical instability adversely affects us, it may also have the effect of heightening other risks related to our business.
+Added: Risks Related to Cybersecurity
+Added: Our business and reputation are impacted by information technology system failures and network disruptions.
+Added: We, and our global supply chain, are exposed to information technology system failures or network disruptions caused by natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, ransomware or other cybersecurity incidents, or other events or disruptions.
+Added: System redundancy and other continuity measures may be ineffective or inadequate, and our, or our vendors', business continuity and disaster recovery planning may not be sufficient for all eventualities.
+Added: Such failures or disruptions can adversely impact our business by, among other things,
+Added: preventing access to our cloud-based systems, interfering with customer transactions or impeding the manufacturing and shipping of our products.
+Added: These events could materially adversely affect our business, reputation, results of operations and financial condition.
+Added: Future cybersecurity incidents could expose us to liability and damage our reputation and our business.
+Added: We collect, process, store, and transmit large amounts of data, and it is critical to our business strategy that our facilities and infrastructure remain secure and are perceived by the marketplace to be secure.
+Added: Our information technology systems are essential to our efforts to manufacture our products, process customer sales transactions, manage inventory levels, conduct business with our suppliers and other business partners, and record, summarize and analyze the results of our operations.
+Added: These systems contain, among other things, material operational, financial and administrative information related to our business.
+Added: As with most companies, there will always be some risk of physical or electronic break-ins, computer viruses, or similar disruptions.
+Added: In addition, we, like all entities, are the target of cybercriminals who attempt to compromise our systems.
+Added: From time to time, we experience threats and intrusions that may require remediation to protect sensitive information, including our intellectual property and personal information, and our overall business.
+Added: Any physical or electronic break-in, computer virus, cybersecurity attack or other security breach or compromise of the information handled by us or our service providers may jeopardize the security or integrity of information in our computer systems and networks or those of our customers and cause significant interruptions in our and our customers' operations.
+Added: Any systems and processes that we have developed that are designed to protect customer, associate and vendor information, and intellectual property, and to prevent data loss and other security attacks, cannot provide absolute security.
+Added: In addition, we may not successfully implement remediation plans to address all potential exposures.
+Added: It is possible that we may have to expend additional financial and other resources to address these problems.
+Added: Failure to prevent or mitigate data loss or other security incidents could expose us or our customers, associates and vendors to a risk of loss or misuse of such information, cause customers to lose confidence in our data protection measures, damage our reputation, adversely affect our operating results or result in litigation or potential liability for us.
+Added: Additionally, we expect to continue to make investments in our information technology infrastructure.
+Added: The implementation of these investments may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position, results of operations or cash flows.
+Added: Our use of new and evolving technologies, such as artificial intelligence (“AI”), could adversely impact our business and financial results.
+Added: We, and certain of our third-party service providers, utilize artificial intelligence-enabled software tools to support limited business functions, including administrative and analytical processes.
+Added: The use of these technologies may increase risks related to inaccurate outputs, cybersecurity threats, protection of proprietary or confidential information, data privacy, intellectual property rights, and evolving regulatory requirements.
+Added: In addition, certain vendors and software providers integrated into our operations may incorporate artificial intelligence technologies into their products and services without our direct control or visibility.
+Added: Failures, security incidents, regulatory noncompliance, or inaccuracies associated with the use of artificial intelligence technologies by us or our third-party providers could disrupt operations, expose confidential information, result in legal or reputational harm, or otherwise adversely affect our business.
Legal and Regulatory Compliance Risks
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Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied.
−Removed: Any changes to tax laws could have a material adverse effect on our tax obligations and effective tax rate.
+Added: Any changes to tax laws could
+Added: have a material adverse effect on our tax obligations and effective tax rate.
Our income tax obligations could be affected by many factors, including, but not limited to, changes to our corporate operating structure, intercompany arrangements, and tax planning strategies.
8 unchanged sentences
trade policy could result in one or more foreign governments adopting responsive trade policies making it more difficult or costly for us to import our products or raw materials from those countries.
−Removed: The new tariffs and other changes in U.S.
−Removed: trade policy during the first half of calendar year 2025 have triggered retaliatory actions by affected countries, and foreign governments have instituted or are considering imposing tariffs and trade sanctions.
−Removed: This, together with tariffs already imposed, or that may be imposed in the future, by the U.S., could require us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold.
+Added: Tariffs already imposed, or that may be imposed in the future, by the U.S.
+Added: or any retaliatory actions taken by affected foreign governments, could require us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold.
The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S.
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The impact of future pandemics could adversely affect our business, results of operations, financial condition, and liquidity.
−Removed: While we believe we successfully navigated the risks associated with the COVID-19 pandemic and were able to successfully maintain our business operations, the extent of the impact of future COVID-19 variations or other pandemics on our business and financial results is, by nature of this type of event, highly uncertain.
−Removed: The sweeping nature of pandemics makes it
−Removed: extremely difficult to predict how and to what extent our business and operations could be affected in the long run.
+Added: The sweeping nature of pandemics makes it extremely difficult to predict how and to what extent our business, operations, and financial results could be affected by a future occurrence of this type of event.
Our workforce, and the workforce of our vendors, service providers, and counterparties, could be affected by a pandemic, which could result in an adverse impact on our ability to conduct business.
2 unchanged sentences
Further, should any key employees become ill during the course of a future health event and be unable to work, our ability to operate our internal controls may be adversely impacted.
−Removed: Additional factors related to major public health issues that could have material and adverse effects on our ability to successfully operate include, but are not limited to, the following:
−Removed: • The effectiveness of any governmental and non-governmental organizations in combating the spread and severity, including any legal and regulatory responses;
−Removed: • A general decline in business activity, especially as it relates to our customers' expansion or consolidation activities;
−Removed: • The destabilization of the financial markets, which could negatively impact our customer growth and access to capital, along with our customers' ability to make payments for their purchase orders;
−Removed: • Severe disruptions to and instability in the global financial markets, and deterioration in credit and financing conditions, which could affect our access to capital necessary to fund business operations or current investment and growth strategies.
+Added: Additional factors related to major public health issues that could have material and adverse effects on our ability to successfully operate include, but are not limited to, the effectiveness of any governmental and non-governmental organizations in combating the spread and severity, including any legal and regulatory responses, a general decline in business activity, especially as it relates to our customers' expansion or consolidation activities, the destabilization or disruption of global financial markets, which could negatively impact our customer growth and access to capital, along with our customers' ability to make payments for their purchase orders, and deterioration in credit and financing conditions, which could affect our access to capital necessary to fund business operations or current investment and growth strategies.
We may pursue strategic acquisitions from time to time, in which case we would be subject to the general risks associated with acquisitions.
10 unchanged sentences
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.