What changed in this filing

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Item 1A. Risk Factors

2022-12-06 compared with 2021-12-08 · 70 added, 76 removed, 185 unchanged (44% of the section changed)

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This has had, and may continue to have, an adverse effect on our future operating results.

The end markets that we serve have historically been, and will continue to be vulnerable to general downturns, which in turn could materially and adversely affect the demand for our products and services.

Our customer projects, budgets for capital expenditures and the need for our services have in the past, and may in the future, be adversely affected by among other things, the price of oil and gas, poor economic conditions, low commodity prices, political uncertainties, and currency fluctuations.

The end markets that we serve have historically been cyclical and will continue to be vulnerable to general downturns, which in turn could materially and adversely affect the demand for our products and services.

Our customer projects, budgets for capital expenditures and the need for our services have in the past, and may in the future, be adversely affected by among other things, the price of oil and gas, poor economic conditions, commodity prices, political uncertainties, cost of capital, and currency fluctuations.

These variables may impact the number and/or the amount of new awards, delays in the timing of awards or potential cancellation of projects.

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Our industry is highly competitive.

Some of our competitors are significantly larger and have substantially greater global resources such as engineering, manufacturing and marketing resources, and at various times, may be a customer or supplier on any given project.

Competition in the industry depends on a number of factors, including the number of projects available, technical ability, production capacity, location and the ability to win projects we bid.

Certain of our competitors may have lower cost structures and may, therefore, be able to provide their products or services at lower prices.

Certain of our competitors may have lower cost structures or a more favorable geographic footprint and may, therefore, be able to provide their products or services at lower prices.

Similarly, we cannot be certain that we will be able to maintain or enhance our competitive position within our industry, maintain our customer base at current levels, increase our customer base or continue to provide technologically superior products at a competitive price.

New companies may enter the markets in which we compete, or industry consolidation may occur, further increasing competition in our markets.

Our failure to compete effectively and secure projects we bid could adversely affect future revenues and have an adverse impact on our results of operations.

Our failure to compete effectively and secure projects could adversely affect future revenues and could have an adverse impact on our business and results of operations.

Technological innovations may make existing products and production methods obsolete.

All of the products that we manufacture and sell depend upon the best available technology for success in the marketplace.

All of the products that we manufacture and sell depend upon optimizing available technology for success in the marketplace.

The industries in which we operate are characterized by intense competition and are highly sensitive to technological innovation and customer requirements.

It is possible for competitors (both domestic and international) to develop products or production methods that will make current products or methods obsolete or at a minimum hasten their obsolescence;

therefore, we cannot be certain that our competitors will not develop the expertise, experience and resources to provide products and services that are superior in both price and quality.

Our future success will depend, in part, on our ability to anticipate and offer products that meet changing customer specifications as well as fund our research and development costs.

therefore, we cannot

be certain that our competitors will not develop the expertise, experience and resources to provide products and services that are superior in both price and quality.

Our future success will depend, in part, on our ability to anticipate and offer products that meet changing industry and customer specifications as well as fund our research and development costs.

Consumer demand for further automation is changing the markets we operate in.

Failure to successfully develop new products, or to enhance existing products, could result in the loss of existing customers to competitors, the inability to attract new business or an overall reduction in our competitive position, any of which may adversely affect our business or results of operations.

Failure to successfully develop new products, or to enhance existing products, could result in the loss of existing customers to competitors, the inability to attract new business or an overall reduction in our competitive position, any of which could adversely affect our business and results of operations.

Unforeseen difficulties with expansions, relocations, or consolidations of existing facilities could adversely affect our operations.

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In the event that one of our products fails to meet our customers' standards or safety requirements or fails to operate effectively, our reputation could be harmed, which would adversely affect our marketing and sales efforts.

We provide warranties to our customers for our products and the cost to satisfy customer warranty claims, which may include, among other things, costs for the repair or replacement of products, could adversely impact our business and results of operations.

Growth and product diversification through strategic acquisitions involves a number of risks.

Our strategy includes the pursuit of growth and product diversification through the acquisition of companies or assets and entering into joint ventures that will enable us to expand our geographic coverage and product and service offerings.

We provide warranties to our customers for our products and services and the cost to satisfy customer warranty claims, which may include, among other things, costs for the repair or replacement of products, could adversely impact our business and results of operations.

Growth and product diversification through strategic acquisitions involve a number of risks.

Our strategy includes the pursuit of growth and product diversification through the acquisition of companies or assets and entering into joint ventures that could enable us to expand our geographic coverage and product and service offerings.

We periodically review potential acquisitions;

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failure to realize cost savings;

the termination of relationships by key personnel and customers of the acquired company and a failure to add additional employees to handle the increased volume of business.

Additionally, financial and accounting challenges and complexities in areas such as valuation, tax planning, treasury management and financial reporting from our acquisitions may impact our operating results.

the termination of relationships by key personnel and customers of the acquired company and a failure to retain or add additional employees to handle the increased volume of business.

Additionally, financial and accounting challenges and complexities in areas such as valuation, tax planning, treasury management, systems integration and financial reporting from our acquisitions may impact our operating results.

Due diligence may not be adequate or reveal all risks and challenges associated with our acquisitions.

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Our ability to maintain our productivity at competitive levels may be limited by our ability to employ, compensate, train and retain personnel necessary to meet our requirements.

We face competition for qualified personnel in our industry.

We may experience shortages of qualified personnel such as engineers, project managers and select skilled trades.

We face competition within and outside of our markets for qualified personnel across all of our workforce.

We may experience shortages of qualified personnel such as engineers, project managers, supervisors, office personnel and select skilled trades.

We cannot be certain that we will be able to maintain an adequate skilled or unskilled labor force or key technical personnel necessary to operate efficiently and to support our growth strategy and operations.

We cannot be certain that our labor costs will not increase as a result of a shortage in the supply of skilled, unskilled and technical personnel or any governmental regulations.

Labor shortages or increased labor costs could impair our ability to maintain our business, meet customer commitments or grow our revenues, and may adversely impact our business and results of operations.

We are exposed to risks relating to the use of subcontractors on some of our projects.

We hire subcontractors to perform work on some projects and sometimes depend on third-party suppliers to provide equipment and materials necessary to complete or ship our products.

Labor shortages or increased labor costs could impair our ability to maintain our business, meet customer commitments or grow our revenues, and could adversely impact our business and results of operations.

We are exposed to risks relating to the use of subcontractors.

We hire subcontractors to perform work on some projects and may depend on third-party labor suppliers to provide the personnel necessary to engineer, manufacture and ship our products.

If our subcontractors do not perform as expected for any reason, we may experience delays in completing our projects or incur additional costs.

In addition, we may have disputes with these independent subcontractors arising from, among other things, the quality and timeliness of the work they have performed.

In addition, we may have disputes with these independent subcontractors arising from, among other things, the price, quality or timeliness of the work performed.

Some of the third parties we engage in support of our operations operate internationally and thus we may be impacted by the

economic, political and labor conditions in those regions as well as uncertainty caused from international relations issues between the United States and those countries.

Any of these factors could adversely impact our business and results of operations.

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We place great emphasis on workplace safety in our entire organization through various safety initiatives and training.

We have both indoor and outdoor manufacturing facilities that are susceptible to numerous industrial safety risks that can lead to personal injury, loss of life, damage to property and equipment, as well as potential environmental damage.

We have both indoor and outdoor manufacturing and fabrication facilities that are susceptible to numerous industrial safety risks that can lead to personal injury, loss of life, damage to property and equipment, as well as potential environmental damage.

While we take every precaution to avoid incidents, we have experienced accidents in the past and may again in the future, which can negatively affect our safety record.

A poor safety record can harm our reputation with existing and potential customers, jeopardize our relationship with employees, increase our insurance costs and could adversely impact our business and results of operations.

Catastrophic events, including natural disasters, health epidemics (including the COVID-19 pandemic), acts of war and terrorism, among others, could disrupt our business.

The occurrence of catastrophic events, ranging from natural disasters to health epidemics (including the COVID-19 pandemic), to acts of war and terrorism, among others, could disrupt or delay our ability to operate our business and complete projects for our customers and could potentially expose us to third-party liability claims.

A poor safety record can harm our reputation with existing and potential customers, jeopardize our relationship with employees, increase our insurance and operating costs and could adversely impact our business and results of operations.

Catastrophic events, including natural disasters, health epidemics (including the COVID-19 pandemic and any new variants), acts of war and terrorism, among others, could disrupt our business.

The occurrence of catastrophic events, ranging from natural disasters and extreme weather conditions to health epidemics (including the COVID-19 pandemic and any new variants), to acts of war and terrorism, among others, could increase operating costs, disrupt or delay our ability to operate our business and complete projects for our customers and could potentially expose us to third-party liability claims or delay damages under our contracts.

A significant portion of our operations are located near the Texas Gulf Coast;

Our operations have been and are subject to the potential impacts of weather-related events such as hurricanes and flooding.

Future weather events could cause significant damage to our property and equipment and adversely impact our operations.

as a result, our operations have been and are subject to the potential impacts of weather-related events, including but not limited to hurricanes and flooding.

Future weather events could cause significant damage to our property and equipment or customer projects and adversely impact our operations.

We may declare the existence of a force majeure event under our contracts in certain situations;

however, a customer may dispute our force majeure claim, which may result in additional liabilities.

Losses arising from such events may or may not be fully covered by our various insurance policies or may be subject to deductibles or exceed coverage limits.

In addition, such events could result in temporary or long-term delays and/or cancellations of orders for raw materials from our suppliers that could impact our project execution.

Losses or delays arising from such events may or may not be fully covered by our various insurance policies or may be subject to deductibles or exceed coverage limits.

In addition, such events could result in temporary or long-term delays of existing projects as well as cancellations of orders for raw materials from our suppliers that could impact our project execution.

These situations or other disruptions are outside of our control and may adversely impact our business and results of operations.

The COVID-19 pandemic continues to create significant uncertainty and economic disruption across the world.

It is difficult to predict the economic impact that the COVID-19 pandemic may continue to have on our business, results of operations and cash flows going forward.

Certain of our customers have asked that we delay or cancel our manufacturing on their projects as their operations have been negatively impacted by this pandemic.

These delays and cancellations may have a negative effect on the timing of revenue recognition and cash flow.

We have experienced supply disruptions and anticipate these supply disruptions may continue.

Any delays in the supply of material or labor could negatively impact our production schedule and delay the completion of certain projects.

The extent to which the COVID-19 pandemic specifically will impact our business will depend on numerous factors that are hard to predict, some of which include:

the duration, spread and severity of the pandemic;

governmental actions in response to the pandemic;

including travel restrictions and quarantine or related orders;

any closures of our offices and facilities or those of our suppliers as a result of the pandemic, and how quickly and to what extent normal economic and operating conditions can resume.

Any of these factors, as well as other related business impacts resulting from COVID-19, could contribute to the risks and uncertainties described in this Annual Report.

As a result, the magnitude of the impact on our business, results of operations and cash flows is not currently known.

Risk Factors Related to our Financial Condition and Markets

Economic uncertainty and financial market conditions may impact our customer base, suppliers and backlog.

Various factors drive demand for our products and services, including the price and demand for oil and gas, capital expenditures, economic forecasts and financial markets.

Unanticipated increases in raw material requirements or prices, the imposition of tariffs, and changes in supplier availability or supplier consolidation, could increase production costs and adversely affect profitability.

Global economic uncertainty and financial market conditions may impact our customer base, suppliers and backlog.

Various factors drive demand for our products and services, including the price and demand for oil and gas, capital expenditures, economic forecasts, global political environments (including war and terrorism) and financial markets.

Unanticipated increases in raw material and component requirements or prices, the imposition of tariffs, and changes in supplier availability or supplier consolidation, could increase production costs and adversely affect profitability.

Uncertainty regarding these factors could impact our customers and severely impact the demand for projects and orders for our products and services.

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While we may be reimbursed for certain costs, we may not have a contractual right to the total revenue reflected in our backlog.

We may be unable to recover certain direct costs and cancelled projects may also result in additional unrecoverable costs due to the underutilization of our assets.

Accordingly, the amounts recorded in backlog may not be a reliable indicator of our future operating results and may not be indicative of continuing revenue performance over future fiscal quarters.

The ultimate realization of the future revenue in our backlog is based upon our ability to complete the projects and we cannot control all of the various factors that might impact the timely delivery of our projects to our customers.

We may be unable to recover certain costs and cancelled or suspended projects may also result in additional unrecoverable costs due to the underutilization of our assets and personnel.

Accordingly, the amounts recorded in backlog may not be a reliable indicator of our future operating results and may not be indicative of continuing revenue performance over future fiscal years or quarters.

Revenues recognized over time from our fixed-price contracts could result in volatility in our results of operations.

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The cost estimation process is based upon the professional knowledge and experience of our management teams, engineers, project managers and financial professionals.

We bear the risk of cost overruns in most of our contracts, which may result in reduced profits.

We bear the risk of cost overruns and delays in most of our contracts, which may result in reduced profits.

Contract losses are recognized in full when determined, and estimates of revenue and cost to complete are adjusted based on ongoing reviews of estimated contract performance.

Previously recorded estimates of revenues and costs are adjusted as the project progresses and circumstances change.

In certain circumstances, it is possible that such adjustments to costs and revenues could have an adverse impact on our results of operations.

In certain circumstances, it is possible that such adjustments to estimated costs and revenues could have an adverse impact on our results of operations.

Many of our contracts contain performance obligations that may subject us to penalties or additional liabilities.

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In addition, some customer contracts stipulate protection against our gross negligence or willful misconduct.

Each individual contract defines the conditions under which the customer may make a claim against us.

Each individual contract seeks to define the conditions under which the customer may make a claim against us.

It is possible that adjustments arising from such claims, or our failure to manage our contract risk, may not be covered by insurance and could have an adverse impact on our results of operations.

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Our material costs represented 51% of our consolidated revenues for Fiscal 2022.

Unanticipated increases in raw material requirements, rising prices due to overall inflationary pressure, the imposition of tariffs, changes in supplier availability, delays in transportation, or supplier consolidation could increase production costs and adversely affect profitability as fixed-price contracts may prohibit our ability to charge the customer for the increase in raw material prices.

We purchase a wide variety of materials and component parts from various suppliers to manufacture our products, including steel, aluminum, copper and various components.

Unanticipated shortages in raw material and components, rising prices due to overall inflationary pressure, the imposition of tariffs, changes in supplier availability, delays in transportation, or supplier consolidation could increase production costs or lead times and adversely affect profitability as fixed-price contracts may prohibit our ability to charge the customer for the increase in raw material prices.

We purchase a wide variety of materials and component parts from various suppliers around the world to manufacture our products, including steel, aluminum, copper and various components.

Our supply base for certain key components and raw materials is limited and may come from a single supplier.

If we are unable to obtain key components and raw materials from these suppliers, the key components and raw materials may not be readily available from other suppliers or available with acceptable terms.

Our success depends on our ability to meet customer commitments and could be negatively impacted if a supplier experiences a disruption or discontinuance in their operations or we experience a delay in transportation of materials and components from our suppliers.

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Additionally, we rely on certain competitors for key materials used in our products.

This could negatively impact our ability to manufacture our products if the relationships change or become adversarial.

This could negatively impact our ability to manufacture our products if the relationships change or become unfavorable and could have an adverse impact on our results of operations.

We have chosen to mitigate our inventory risks by increasing the levels of inventory for certain key components and raw materials and entering into commodity hedges when appropriate.

Such increased inventory levels may increase the potential for excess and obsolete inventories.

Obtaining surety bonds, letters of credit, bank guarantees, or other financial assurances, may be necessary for us to successfully bid on and obtain certain contracts.

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If we fail to remain in compliance with such covenants and restrictions, absent an amendment or waiver, this could result in an event of default under the credit agreement.

Among other things, the occurrence of an event of default could limit our ability to issue letters of credit, obtain additional financing or result in acceleration of outstanding amounts under the credit agreement or a termination of the agreement, any of which could have an adverse impact on our liquidity, business and results of operations.

Among other things, the occurrence of an event of default could limit our ability to pay dividends, issue letters of credit, obtain additional financing or result in acceleration of outstanding amounts under the credit agreement or a termination of the agreement, any of which could have an adverse impact on our liquidity, business and results of operations.

We extend credit to customers in conjunction with our performance under fixed-price contracts which subjects us to potential credit risks.

We typically agree to allow our customers to defer payment on projects until certain milestones have been met or until the projects are substantially completed, and customers typically withhold some portion of amounts due to us as retainage.

We typically agree to allow our customers to defer payment on projects until certain performance milestones have been met or until the projects are substantially completed, and customers often withhold some portion of amounts due to us as retainage.

Our payment arrangements subject us to potential credit risk related to changes in business and economic factors affecting our customers, including material changes in our customers' revenues or cash flows.

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Although we maintain insurance policies with respect to our related exposures, including certain casualty, property, professional, business interruption, cyber security and self-insured medical and dental programs, these policies contain deductibles, self-insured retentions and limits of coverage.

In addition, we may not be able to continue to obtain insurance at commercially reasonable rates, or at the policy limits we may require or may be faced with liabilities not covered by insurance, such as, but not limited to, environmental contamination or terrorist attacks.

We estimate our liabilities for known claims and unpaid claims and expenses based on information available as well as projections for claims incurred but not reported.

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or other countries.

Additionally, the compliance with foreign and domestic import and export regulations and anti-corruption laws, such as the U.S.

Additionally, compliance with foreign and domestic import and export regulations and anti-corruption laws, such as the U.S.

Foreign Corrupt Practices Act, General Data Protection Regulation, or similar laws of other jurisdictions outside the U.S., could adversely impact our ability to compete for contracts in such jurisdictions.

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Accordingly, our financial performance is subject to fluctuations due to changes in foreign currency exchange rates relative to the U.S.

dollar and such fluctuations could adversely impact our financial position and results of operations.

Failures or weaknesses in our internal controls over financial reporting could adversely affect our ability to report on our financial condition and results of operations accurately and/or on a timely basis.

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Preparing our financial statements involves a number of complex processes, many of which are performed manually and are dependent upon individual data input or review.

We are continually working to maintain and strengthen our internal controls over financial reporting, however, any system of controls has limitations, including the possibility of human error, the circumvention or overriding of controls and/or fraud.

Our failure to maintain effective internal controls over financial reporting could adversely affect our ability to report our financial results on a timely and accurate basis, which could result in a loss of investor confidence in our financial reports or have an adverse impact on our business and results of operations.

We are continually working to maintain and strengthen our internal controls over operational and financial reporting, however, any system of controls has limitations, including the possibility of human error, availability of qualified personnel, circumvention or overriding of controls and/or fraud.

Our failure to maintain effective internal controls over financial reporting could adversely affect our ability to report our financial results on a timely and accurate basis, which could result in a loss of investor confidence in our financial reports, a decline in our stock price or have an adverse impact on our business and results of operations.

A failure in our business systems or cyber security attacks on any of our facilities, or those of third parties, could adversely affect our business and our internal controls.

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If any of our financial, operational, or other data processing systems fail or have other significant shortcomings due to natural disaster, power loss, telecommunications failures, cyber security attacks or other similar events, our business or results of operations could be adversely affected.

In addition, despite implementation of security measures, our business systems may be vulnerable to computer viruses, ransomware attacks, cyber-attacks, the accidental release of sensitive information and other unauthorized access.

In addition, despite implementation of security measures, our business systems may be vulnerable to computer viruses, ransomware attacks, cyber-attacks, social engineering, the accidental release of sensitive information and other unauthorized access.

These failures of our business systems or security breaches could impact our customers, employees and reputation and result in a disruption to our operations or in legal claims or proceedings.

A material network breach of our business systems could involve the theft of intellectual property, financial data, employee or customer data, which may be used by competitors.

We rely on third-party systems which could also suffer operational system failure or cyber-attacks.

Any of these occurrences may not be covered by insurance and could disrupt our business, result in potential liability or reputational damage or otherwise have an adverse effect on our business or results of operations.

Network security and internal control measures have been implemented to address these risks and disruptions to our business.

However, our portfolio of hardware and software products, solutions and services and information contained within our enterprise information technology (IT) systems may be vulnerable to damage or disruption caused by circumstances beyond our control such as catastrophic events, cyber-attacks, other malicious activities from unauthorized third parties, power outages, natural disasters, computer system or network failures or computer viruses.

A material breach of our business systems could involve the theft of intellectual property, financial data, employee or customer data, which may be used by competitors.

We rely on third-party systems which could suffer operational system failure, engineered social manipulation or cyber-attacks.

Certain network security and internal control measures have been implemented to address these risks and disruptions to our business.

Any significant disruption or failure could damage our reputation or have a material adverse effect on our business and our results of operations.

Risk Factors Related to our Common Stock

Our stock price could decline or fluctuate significantly due to unforeseen circumstances.

Our stock price could decline or fluctuate significantly due to unforeseen circumstances which may be outside of our control.

These fluctuations may cause our stockholders to incur losses.

Our stock price could fluctuate or decline due to a variety of factors including, but not limited to, the risks factors described herein, the timing and cancellation of projects, changes in our estimated costs to complete projects, investors' opinions of the sectors and markets in which we operate or failure of our operating results to meet the expectations of securities analysts or investors, which could reduce investor confidence.

Our stock price could fluctuate or decline due to a variety of factors including, but not limited to, the risk factors described herein, declines in the overall financial and economic outlook, timing and cancellation of projects, changes in our estimated costs to complete projects, investors' opinions of the sectors and markets in which we operate or failure of our operating results to meet the expectations of securities analysts or investors, which could reduce investor confidence.

These factors could adversely affect our business, and the trading price of our common stock could decline significantly.

There can be no assurance that we will declare or pay future dividends on our common stock.

Our Board of Directors has approved a regular quarterly dividend since Fiscal 2014.

Our Board of Directors has approved a regular quarterly dividend since our fiscal year ended September 30, 2014.

The declaration, amount and timing of future dividends are subject to capital availability and determinations by our Board of Directors that cash dividends are in the best interest of our stockholders and are in compliance with all respective laws and applicable agreements.

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Changes in policy, laws or regulations, including those affecting oil and gas exploration and development activities or climate change matters and the resulting decisions by customers and other industry participants, could reduce demand for our products and services, which would have a negative impact on our operations.

Various regulations have been implemented around the world related to safety and certification requirements applicable to oil and gas drilling and production activities, and we cannot predict whether operators will be able to satisfy these requirements.

Further, we cannot predict future changes in any country in which we operate and how those changes may affect our ability to perform projects in those regions.

Increased regulations and reporting requirements around the world may adversely affect the operators in the markets we serve.

Further, we cannot predict future changes in any country in which we operate or do business and how those changes may affect our ability to perform projects in those regions.

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires disclosure of use of "conflict" minerals mined from the Democratic Republic of Congo and adjoining countries and our efforts to prevent the use of such minerals.

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Although we seek to obtain indemnities against liabilities relating to historical contamination at the facilities we own or operate, we cannot provide any assurance that we will not incur liabilities relating to the remediation of potential contamination, including contamination we did not cause.

These potential environmental liabilities may or may not be fully covered by our various insurance policies and may adversely affect our business and results operations.

These potential environmental liabilities may or may not be fully covered by our various insurance policies and may adversely affect our business and results of operations.

Climate change regulations could require us or our customers to incur additional expenditures to either purchase new, or modify existing, equipment or processes.

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The potential for future environmental, social and governance (ESG) and climate risk reporting requirements may result in additional costs to monitor, track and report sustainability measures.

Additionally, increased attention to climate change, conservation measures, energy transition and consumer demand for alternatives to oil and gas could reduce the demand for oil and gas and have an adverse impact on demand for the products produced by our customers and therefore reduce demand for our products, which could adversely impact our business and results of operations.

Additionally, increased attention to climate change, conservation measures, energy transition and consumer demand for alternatives to hydrocarbons could reduce the demand for oil and gas and have an adverse impact on demand for the products produced by our customers and therefore reduce demand for our products, which could adversely impact our business and results of operations.

Provisions of our charter documents or Delaware law could delay or prevent an acquisition of our company, even if the acquisition would be beneficial to our stockholders, and could make it more difficult to change management.

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From time to time, we may be a plaintiff in legal proceedings against customers in which we seek to recover payment of contractual amounts due to us, as well as claims for increased costs incurred by us.

When appropriate, we establish provisions against certain legal exposures, and we adjust such provisions from time to time according to ongoing developments related to each exposure, as well as any potential recovery from our insurance, if applicable.

When appropriate, we establish estimated provisions against certain legal exposures, and we adjust such provisions from time to time according to ongoing developments related to each exposure, as well as any potential recovery from our insurance, if applicable.

If, in the future, our assumptions and estimates related to such exposures prove to be inadequate or wrong, or our insurance coverage is insufficient, our business and results of operations could be adversely affected.

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We are regularly under audit by tax authorities, and our tax estimates and tax positions could be materially affected by many factors including the final outcome of tax audits and related litigation, the introduction of new tax accounting standards, legislation, regulations and related interpretations, our global mix of earnings, the extent to which deferred tax assets are realized and changes in uncertain tax positions.

A significant increase in our statutory tax rates could have a material impact on our net income or loss and cash flow.

A significant increase in our statutory tax rates or loss of our ability to claim Research and Development Tax Credits could have a material impact on our net income or loss and cash flow.

The departure of key personnel could disrupt our business.

We depend on the continued efforts of our executive officers, senior management and other key professionals.

We depend on the continued efforts of our executive officers, senior management and other key personnel.

We cannot be certain that any individual will continue in such capacity for any particular period of time.

The loss of key personnel, or the inability to hire and retain qualified employees, could negatively impact our ability to perform and manage our business.

The loss of key personnel, or the inability to hire, train and retain qualified employees, could negatively impact our ability to perform and manage our business.

Unresolved Staff Comments

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