What changed in this filing

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Item 1. Business

2025-03-05 compared with 2024-03-13 · 86 added, 80 removed, 245 unchanged (40% of the section changed)

We are the largest designer, manufacturer, and marketer of in-ground residential swimming pools in North America, Australia, and New Zealand.

We hold the #1 position in North America in every product category in which we compete.

We believe that we are the most desirable brand in the pool industry and the only pool company that has established a direct relationship with the homeowner.

We hold the leading position in North America in every product category in which we compete.

It is our view that we are the most sought-after brand in the pool industry and the only pool company that has established a direct relationship with the homeowner.

We are Latham, The Pool Company TM .

With an operating history that spans over 65 years, we offer the industry’s broadest portfolio of pools and related products, including in-ground swimming pools, pool liners, and pool covers.

With an operating history that spans over 65 years, we offer the industry’s broadest portfolio of pools and related products, including in-ground swimming pools, pool covers, and pool liners.

We have a heritage of innovation.

In an industry that has traditionally marketed from pool manufacturer to dealer, we pioneered the first “direct-to-homeowner” digital and social marketing strategy that has transformed the homeowner’s purchase journey.

In an industry that has traditionally marketed on a business-to-business basis (pool manufacturer to dealer), we pioneered the first “direct-to-homeowner” digital and social marketing strategy that has transformed the homeowner’s purchase journey.

Through this marketing strategy, we are able to create demand for our pools and to provide high quality, purchase-ready consumer leads to our dealer partners.

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We support our dealer network with business development tools, co-branded marketing programs, and in-house training.

Our operations consist of approximately 1,800 employees across all of our locations.

The broad geographic reach of our manufacturing and distribution network allows us to service our customers at short lead times and to deliver a fiberglass pool in a cost-effective manner.

The full resources of our company are dedicated to designing and manufacturing high-quality pool products, with the homeowner in mind, and positioning ourselves as a value-added partner to our dealers.

We conduct our business as one operating and reportable segment that designs, manufactures, and markets in-ground swimming pools, pool covers, and pool liners.

Our operations consist of approximately 1,800 employees across about 30 locations.

The broad geographic reach of our national manufacturing and distribution network allows us to service our customers on short lead times and to deliver our products in a cost-effective manner.

Our mission is to design and manufacture high-quality pool products, with the homeowner in mind, and to be a value-added partner to our dealers.

Over the last decade, macroeconomic trends have driven an increase in reinvestment in the home, and we expect that consumers will continue to focus a portion of their rest-and-relaxation spending on exterior living spaces as they look for more ways to spend time outdoors.

Fiberglass pools are underpenetrated in the United States residential in-ground swimming pool market relative to other geographic markets.

Demand for our products has also been affected by the level of interest rates and the availability of credit, consumer confidence and spending, housing affordability, demographic trends, employment levels, and other macroeconomic factors that may influence the extent to which consumers engage in renovations to their backyard, including pool installation projects to enhance the outdoor living spaces of their homes.

Fiberglass pools are underpenetrated in the United States residential in-ground swimming pool market relative to other geographic markets, such as Australia, New Zealand, and Western Europe.

A conversion to fiberglass pools from legacy pool construction materials is being driven by greater homeowner awareness of the benefits of fiberglass products.

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● Less chemicals .

The smooth non-porous finish of fiberglass dramatically reduces the need for harsh chemicals to treat the pool.

The smooth non-porous finish of fiberglass significantly reduces the need for harsh chemicals to treat the pool.

It also allows homeowners to opt for an eye- and skin-friendly saltwater pool, without concern for corrosion.

● Lifetime warranty .

Our fiberglass pools are guaranteed to the original purchaser for a lifetime and do not need to be resurfaced or repainted every eight to ten years like legacy materials.

Our fiberglass pools are guaranteed to the original purchaser for a lifetime and do not need to be resurfaced or repainted every eight to ten years like legacy materials such as concrete.

Pool manufacturers have traditionally marketed to dealers rather than to homeowners.

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Additionally, the connectivity we have built with our homeowners has provided us with the insights needed to stay ahead of homeowner demand trends that shape our market.

Drive Fiberglass and Automatic Safety Cover Adoption in the Sand States

In 2024, the Sand States (which we define as Florida, Texas, Arizona and California) accounted for approximately two-thirds of the pool starts in the United States.

As the largest pool manufacturer in the United States, this provides a clear opportunity for our market share expansion.

Our goals in executing this strategy are to expand our pool dealer base, target planned communities, align our product offerings with market demand, and address our marketing campaigns specifically to consumers and builders in these regions.

Our primary focus in the Sand States is driving the conversion to fiberglass pools from concrete but we also see this as an opportunity to increase adoption of automatic safety covers.

Utilize Leading Brand and Digital Assets to Generate Greater Volumes and Quality of Homeowner Leads

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Our content-rich digital platform provides homeowners with education and engagement tools that help them to navigate their pool buying journey, including an unrivaled pool visualization experience, informational videos and resources, budget calculators, and a pool expert community consisting of a blog and direct homeowner outreach.

For example, the Latham Augmented Reality Pool Visualizer app allows homeowners to browse fiberglass models and to select from a variety of options from their mobile device.

For example, the Latham Augmented Reality Pool Visualizer app allows homeowners to browse fiberglass

models and to select from a variety of options from their mobile device.

Our digital strategy has resulted in superior search engine optimization performance.

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With our differentiated portfolio of products, manufacturing capabilities, customer service, and homeowner connectivity, we have developed a reputation as an innovative and dependable partner to our dealers and distributors.

At our “Latham University” training program, our dealer partners discover firsthand the benefits of fiberglass pools, including the ease and speed of installation.

Through our “Latham University” training program, our dealer partners discover firsthand the benefits of fiberglass pools, including the ease and speed of installation.

Dealers also learn both basic and advanced fiberglass pool installation techniques.

We have exclusive supply arrangements with many of our top dealer partners, including the nation’s largest franchised dealer network, Premier Pools & Spas.

We have exclusive supply arrangements with many of our top dealer partners.

As the only participant with national distribution in the fiberglass pool product category, we intend to continue pursuing strategic partnerships with priority dealers in underpenetrated geographical markets that can help us accelerate our growth.

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As such, we intend to continue to use our leadership position in the industry to educate small business owners currently installing concrete pools, as well as those in related trades, about the economic opportunities available in the fiberglass product category of the pool market.

We further intend to onboard, train, and support dealers with the same emphasis we have placed on our existing dealer partnerships,

including our co-branding programs, “Latham University” and our “Business Excellence” coaching, designed to help them manage their growth.

Leveraging our investments and management expertise, we should be able to play a key role in growing the industry’s pool building capacity.

We further intend to onboard, train, and support dealers with the same emphasis we have placed on our existing dealer partnerships, including our co-branding programs, “Latham University” and our “Business Excellence” coaching, designed to help them manage their growth.

Leveraging our investments and management expertise positions us to play a key role in growing the industry’s pool building capacity.

Expand Margins through Mix Shift Towards Fiberglass and Productivity Initiatives

We have made significant manufacturing capacity investments not only to support long-term growth of fiberglass pools, but also to continue to deliver the compelling margin profile of our fiberglass pool offering.

We believe we have an opportunity to increase our margins as we grow into our capacity investments and our product mix continues to shift towards fiberglass pools.

We have made significant manufacturing capacity investments to support the long-term growth of fiberglass pools and we have an opportunity to increase our margins as we grow into our capacity investments and our product mix.

Additionally, we expect that our investments in people, processes, and equipment aimed at enhancing our manufacturing efficiency will expand our margins.

In particular, we have structurally changed our cost base in the last two years through value engineering, lean manufacturing and other cost reduction initiatives as well as enhanced procurement programs.

Strategic Acquisitions that Enhance the Latham Platform

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We have historically undertaken strategic acquisitions to expand our geographic reach within the United States and internationally, enhance our product portfolio, and drive operational efficiencies.

For example, in August 2024, we acquired Coverstar Central, LLC (“Coverstar Central”), our exclusive dealer of automatic safety covers in 29 states and our trusted partner since 2006.

With key integration activities complete, our revenue synergy initiatives are underway through an integrated marketing and sales strategy to effectively reach the builder and consumer markets.

We will continue to focus on acquiring high-quality, market-leading businesses with teams, capabilities, and technologies that are complementary to our existing offerings and that enable us to better serve homeowners and dealer partners.

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Our products are recognized by homeowners, dealers, and distributors for their quality, durability, performance, compelling value proposition, ease of installation and diverse style and design options.

Our broad and compelling product offering, proven ability to serve as a value added partner to our dealers and distributors, and our connectivity with homeowners have been critical in achieving the leading position in every pool product category in which we compete.

Our broad and compelling product offering, proven ability to serve as a value added partner to our dealers and distributors,

and our connectivity with homeowners have been critical in achieving the leading position in every pool product category in which we compete.

Below is a summary of our products.

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Our innovative product portfolio is made up of a fiberglass, carbon fiber and Kevlar build and is backed by a lifetime warranty to the original purchaser, providing our homeowners with peace of mind and security.

Our fiberglass pools can be installed in as little as two to three days, compared to three months for comparable concrete pools.

Our fiberglass pools can be installed in as little as two to three days, compared to three months or more for comparable concrete pools.

While we believe that our fiberglass pools are the future of the industry and meet the majority of the market of pools sold, fiberglass pools do have some limitations.

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Packaged Pools

We believe that we are the largest manufacturer of custom vinyl pools in the North American residential in-ground swimming pool market.

We are the largest manufacturer of custom vinyl pools in the North American residential in-ground swimming pool market.

Our leadership has been driven by our high-quality product offering, which is fully customizable and allows homeowners to choose from a wide range of colors and features (built-in sun ledges, benches, entry systems, and spillover spas), as well as our best-in-class national distribution network.

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The wall system for our custom vinyl pools is built of either non-corrosive steel or composite polymer, which provides our dealers with ease of installation.

We believe we are the largest replacement liner manufacturer in the North American residential in-ground swimming pool market, serving a market with large, non-discretionary replacement demand.

Vinyl liners are a required component for the interior surface of a vinyl pool and our liners are highly customizable in shape, size, color, and pattern.

Vinyl liners typically need to be replaced every eight to ten years.

Replacement vinyl liners provide us with a significant source of stable recurring revenue.

There are two types of covers in the pool market, automatic safety covers and all-season pool covers.

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They protect the pool and its immediate surroundings from debris and weather, and they also provide safety for homeowners and their guests.

We are the largest replacement liner manufacturer in the North American residential in-ground swimming pool market, serving a market with large, non-discretionary replacement demand.

Vinyl liners are a required component for the interior surface of a vinyl pool and our liners are highly customizable in shape, size, color, and pattern.

Vinyl liners typically need to be replaced every eight to ten years.

Replacement vinyl liners provide us with a significant source of stable recurring revenue.

Automatic Safety Covers

We believe that Latham holds the top position in the category for automatic safety covers in North America.

Our automatic safety covers provide increased safety, especially for children, and convenience for our homeowners while also driving savings by reducing energy, chemical and cleaning costs, and lowering water evaporation.

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All-Season Pool Covers

We believe we are the leader in the category for all-season pool covers by volume in North America.

Our winterizing mesh and solid covers are used during the off-season, reducing maintenance requirements for our homeowners.

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Our literature for dealers, marketing materials, our website, social media, advertising and promotion and our co-branding of dealer premises each reflect the Latham branding.

Our sub-brands, which sit under the Latham master brand, include Narellan TM , CoverStar, Radiant, and GLI, among others.

Our sub-brands, which sit under the Latham master brand, include Narellan TM , CoverStar TM , Radiant, and GLI, among others.

Our products are sold through both one-step and two-step business-to-business distribution channels.

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In order to strengthen our relationship with our most loyal dealer partners, we have implemented our “Latham Grand” dealer program, whereby we have secured exclusivity with over 300 of our largest dealers in North America.

Included in this dealer population is the largest franchised dealer network in the United States, Premier Pools & Spas.

We also have a strong distribution network with over 475 distributor branch locations that represent our products.

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Each Latham Grand dealer operates in specified territories, and our agreements with our Latham Grand dealers are generally perpetual and terminable at will by both parties.

Our exclusive supply agreement with Premier Pools & Spas governs the sales of certain of our products to Premier Pools & Spas franchisees.

We agree to provide training support, marketing materials and, upon prior written request, on-site field support with respect to the first installation of a product by any franchisee of Premier Pools & Spas.

We also agree to provide rebates as a percentage of sales to Premier Pools & Spas.

Our exclusive supply agreement with Premier Holdco, LLC (“Premier Pools & Spas”), certain of its subsidiaries and its franchisees, which provided for certain volume and growth rebates based on the sales of certain of our products to Premier Pools & Spas franchisees, terminated effective January 16, 2025 and was replaced with a non-exclusive, preferred supplier agreement.

For additional information, see Note 4 to our Consolidated Financial Statements included elsewhere in this Annual Report.

We have long-term relationships with both our dealers and distributors.

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We have continuously invested to expand our manufacturing capacity and to improve our manufacturing processes for efficiency and consistency.

In particular, we have implemented significant value engineering and lean manufacturing initiatives in the last two years.

We have sufficient capacity and capability to support our growth targets over the next several years.

We are in the middle of our digital transformation effort to upgrade all of our technology and enterprise resource planning systems.

We are in the middle of our digital transformation effort to upgrade our enterprise technology and resource planning systems.

We use our own fleet of trucks and drivers, as well as third-party common carriers to ship our finished products.

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We use finite element analysis, which is a computerized method for predicting how a product reacts to real-world forces, vibration, heat, fluid flow, and other physical effects.

This allows us to model the fiberglass pools that

we build to minimize the risk of any structural weak points in the designs.

This allows us to model the fiberglass pools that we build to minimize the risk of any structural weak points in the designs.

Our use of a flow-controlled material delivery system allows us to ensure that we are applying the appropriate mixture of resin and material, and to align the mixture to the temperature and humidity of the local environment of our production plant.

Our coast-to-coast network of facilities allows us to be within close proximity of our customers with shorter lead times and lower transportation costs.

Our coast-to-coast network of facilities allows us to be within a close proximity to our customers with shorter lead times and lower transportation costs.

This is a key competitive advantage as transportation costs of fiberglass pools become increasingly expensive with longer shipping distances.

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The manufacture of our custom vinyl pools requires different techniques based on the product type.

For our polymer wall vinyl pools, we have a facility that produces all of our polymer panels on structural foam equipment, which require unique and specialized molds for each panel, as well as a system to inject the resin into the molds.

For our polymer wall vinyl pools, we have a facility that produces all of our polymer panels on structural foam equipment, which requires unique and specialized molds for each panel, as well as a system to inject the resin into the molds.

Our highly-engineered plastic molding machines provide us the leading-edge capability to mold high-quality structural panels in customized, proprietary shapes.

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We also have a thermoforming machine that produces all of our thermoformed one piece drop-in steps utilizing a wide variety of specialized molds of various shapes and sizes.

We manufacture a complete line of both sonically and heat welded vinyl pool liners for both above and in-ground swimming pool applications, with what we believe is the most technologically advanced processing of vinyl sonic welding in the industry.

Our Ultra-Seam TM technology provides an industry-leading capability to reduce seam tear or separation.

We have production capacity to support custom liners with a three-day delivery promise from design to shipment, better than the industry standard delivery window.

Our automatic safety cover manufacturing facilities cut, sew, and assemble highly engineered motorized safety covers in a build-to-order model at or better than the industry standard delivery window, from design to shipment.

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Our processing equipment offers tight tolerance and flexible manufacturing with compressed lead times across the various laser cutters, bending, assembly, and test equipment.

Our Ultra-Seam TM technology provides an industry-leading capability to reduce seam tear or separation.

We have production capacity to support custom liners with a three-day delivery promise from design to shipment, better than the industry standard delivery window.

Raw Materials and Suppliers

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The manufacturing facilities coordinate all material deliveries with respect to volume and timing to ensure proper alignment between consumption and working capital programs.

In particular, we have implemented enhanced procurement programs to further diversify our supplier base in the last two years.

In 2024, we purchased supplies from 236 suppliers, with 64% of supplies being purchased from our top ten suppliers and 13% of supplies being purchased from our largest supplier.

The primary raw materials used in our products are PVC, galvanized steel, fiberglass, aluminum, various resins, high impact polystyrene, gelcoat and polypropylene fabric.

Our supply agreements with key suppliers are typically

negotiated on an annual basis.

Our supply agreements with key suppliers are typically negotiated on an annual basis.

The cost of the raw materials used in our manufacturing processes has historically varied and has been affected by changes in supply and demand.

We have minimal fixed-price contracts with our major vendors.

Occasionally, based on market conditions, we utilize hedges to control our raw material costs.

Prices for spot market purchases are negotiated on a continuous basis in line or better than current market prices.

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Additionally, we provide on-site installation assistance to our new dealer partners on their initial fiberglass pool installation.

In early 2023, we launched Measure by Latham ("Measure"), a proprietary advanced AI-powered device that dramatically reduces dealer time and error in measuring swimming pool safety covers.

Measure is an end-to-end solution that

provides dealers with a simple, cost-effective user experience, high-performance measuring accuracy, and a modernized ordering process.

In the future, we will add the capability to measure vinyl liners.

Demand for our products is also affected by the level of interest rates and the availability of credit, consumer confidence and spending, housing affordability, demographic trends, employment levels, and other macroeconomic factors that may influence the extent to which consumers engage in renovations to their backyard, including pool installation projects to enhance the outdoor living spaces of their homes.

In 2024, we continued the roll-out of Measure by Latham ("Measure"), a proprietary advanced AI-powered device that significantly reduces dealer time and error in measuring swimming pool safety covers, which we initially launched in early 2023.

Measure is an end-to-end solution that provides dealers with a simple, cost-effective user experience, high-performance measuring accuracy, and a modernized ordering process.

As of February 2025, we have added the capability to measure vinyl liners.

To facilitate the decision to buy, we offer warranties for our products.

In addition, to assist consumers in financing their pool purchase, we connect them to specialist pool financing providers with which we partner.

We hold the leading position by volume in each of our product categories.

We also operate in New Zealand and Australia, where we hold the leading position by volume in the fiberglass pools category.

We hold the leading position in each of our product categories in North America, Australia and New Zealand.

We compete with regional and local manufacturers on the basis of a number of considerations, including brand recognition and loyalty, quality, performance, product characteristics, marketing, product development, sales and distribution, and price.

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national manufacturing footprint in the United States;

leading sales force;

and large network of dealers.

The main alternative to vinyl and fiberglass pools are concrete pools, which are built in the ground and are constructed by pouring concrete over steel rods to create the shell of the pool.

Concrete pools are highly customizable when compared to fiberglass pools (which use a pre-manufactured shell), but they require frequent and more costly maintenance than fiberglass.

Based on our knowledge of our dealers, we believe it takes approximately three months to install a concrete pool compared to two to three days for fiberglass.

Concrete pools require frequent and more costly maintenance than fiberglass.

Based on our knowledge of our dealers, we believe it takes three months or more to install a concrete pool compared to two to three days for fiberglass.

We do not participate in the concrete pool market other than to provide automatic safety covers and all-season covers for concrete pools.

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Although we generally have demand for our products throughout the year, our business is seasonal, and weather is one of the principal external factors affecting the business.

In general, net sales and net income are highest during spring and summer, representing the peak months of swimming pool use, pool installation, and remodeling and repair activities.

In general, net sales and net income are highest (or net loss is lowest) during the second and third quarters, representing the peak months of swimming pool use, pool installation, and remodeling and repair activities.

Calendar years having severe weather also play a role in affecting sales growth, as particularly rainy or cold years tend to slow the volume of sales, including as a result of complicating conditions for pool installations.

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Our intellectual property rights may be challenged by third parties and may not be effective in excluding competitors from using the same or similar technologies, brands, or works.

Acquisitions and Partnerships

We have made five strategic acquisitions and one strategic investment since 2019:

the purchase of CoverStar Central, an automatic safety cover dealer, in August 2024;

the purchase of certain fiberglass pool manufacturing assets in Seminole, Oklahoma, in November 2022;

the purchase of Radiant Pools, a manufacturer of vinyl-lined and aluminum-walled swimming pools, in November 2021;

the purchase of GLI, a vinyl liner and safety cover manufacturer based in Ohio, in October 2020;

and the purchase of Narellan, a manufacturer of fiberglass pools in Australia and New Zealand, in May 2019.

We also made a strategic investment in October 2020 by acquiring a minority interest in Premier Pools & Spas, a pool builder focusing on in-ground swimming pools.

We anticipate that we will continue to look to grow our portfolio of outdoor living products through further acquisitions.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Factors Affecting Our Performance — Acquisitions and Partnerships.”

Human Capital Resources

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We provide regular training and competency development to verify and ensure compliance with health and safety procedures and regulations.

Diversity, Equity, and Inclusion

Diversity, equity, inclusion, and belonging are fundamental principles in our culture.

We are committed to fostering, cultivating, celebrating, and preserving a culture of diversity, equity, inclusion, and belonging among our employees, customers, and suppliers.

Latham’s diversity initiatives include, but are not limited to, our practices and policies on recruitment and selection;

Employee Engagement and Inclusion

Employee engagement and inclusion, and belonging are fundamental principles in our culture.

We are committed to fostering, cultivating, celebrating, and preserving a culture of belonging among our employees, customers,

and suppliers.

Latham’s initiatives include, but are not limited to, our practices and policies on recruitment and selection;

compensation;

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We monitor our total recordable incident rate monthly and review workplace injury and claims trends with our carriers monthly to identify areas of focus and opportunities for implementing new programs to protect our employees.

Acquisitions and Partnerships

We have made four acquisitions since 2018:

the purchase of certain fiberglass pool manufacturing assets in Seminole, Oklahoma in November 2022;

the purchase of Radiant Pools in November 2021, a manufacturer of vinyl-lined and aluminum-walled swimming pools;

the purchase of GLI, a vinyl liner and safety cover manufacturer based in Ohio, in October 2020;

and the purchase of Narellan, a manufacturer of fiberglass pools in Australia and New Zealand in May 2019.

We also made a strategic investment in October 2020 by acquiring a minority interest in Premier Pools & Spas, a pool builder focusing on in-ground swimming pools.

We anticipate that we will continue to look to grow our portfolio of outdoor living products through further acquisitions.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Factors Affecting Our Performance — Acquisitions and Partnerships.”

Environmental, Health and Safety Laws and Regulations

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To achieve long-term success as a business, we recognize the need to align our business strategy and priorities with the expectations of our stakeholders, and our ambition is to lead our industry towards a more sustainable future.

In launching our formal ESG program in 2021, we worked with independent consultants to assess our ESG performance, benchmark our efforts against our competitors, and establish a comprehensive strategy to manage ESG risks and opportunities effectively.

Our Board views oversight and effective management of ESG related risks and opportunities as essential to the Company’s ability to execute its strategy and achieve long-term sustainable growth.

Our management team develops ESG strategy and related goals and policies through an ESG working group, and our ESG program is overseen by our Nominating and Corporate Governance Committee.

Our Nominating and Corporate Governance Committee and ESG working group are involved in policy planning and the coordination of corporate-wide ESG efforts.

Since launching our formal environmental, social and governance (“ESG”) program in 2021, we have worked with independent consultants to assess our ESG performance, benchmark our efforts against our competitors, and establish and implement a comprehensive strategy to manage ESG risks and opportunities effectively.

Our Board of Directors (“Board”) views oversight and effective management of ESG related risks and opportunities as essential to the Company’s ability to execute its strategy and achieve long-term sustainable growth.

Our management team develops ESG strategy and related goals and policies through an ESG working group, and our ESG program is overseen by the Nominating and Corporate Governance Committee of our Board.

The working group is a cross-functional team managing the day-to-day implementation of company initiatives and accountability for performance.

Our Nominating and Corporate Governance Committee reviews the Company’s progress towards the achievement of its ESG strategy and goals on a periodic basis.

We published our inaugural ESG report in the second quarter of 2022, which included information regarding our first materiality assessment undertaken by an independent third party.

We published our 2022 ESG report in the

fourth quarter of 2023, which highlighted our progress in each of our priority areas.

We intend to publish an annual ESG report to update our stakeholders on our ongoing journey.

Beginning in 2022, we published an annual ESG report highlighting our progress in each of the priority ESG topics and actions that are most relevant to our business and our stakeholders that were determined by a materiality assessment conducted in 2021.

We have since published, and plan to continue to publish, an annual ESG report to update our stakeholders on our ongoing journey.

Health and Safety Matters

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Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

All statements contained in this report other than statements of historical fact may constitute forward-looking statements, including statements regarding our future operating results and financial position, our business strategy and plans, business and market trends, our objectives for future operations, macroeconomic and geopolitical conditions, the implementation of our cost reduction plans and expected benefits, and the sufficiency of our cash balances, working capital and cash generated from operating, investing, and financing activities for our future liquidity and capital resource needs.

Certain statements in this Annual Report on Form 10-K (this “Annual Report” or “report” constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

trade priorities, policies, regulations and tariffs, the implementation of our cost reduction plans and expected benefits, and the sufficiency of our cash balances, working capital and cash generated from operating, investing, and financing activities for our future liquidity and capital resource needs.

These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “confident,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology.

These statements involve known and unknown risks, uncertainties, assumptions and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including those set forth under the section of this Annual Report on Form 10-K titled “Risk Factors,” "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Annual Report on Form 10-K, or as described on other subsequent reports we file or furnish with the SEC.

achievements expressed or implied by the forward-looking statements, including those set forth under the section of this Annual Report titled “Risk Factors,” "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Annual Report, or as described on other subsequent reports we file or furnish with the SEC.

For similar reasons, our past results may not be a reliable indicator of future performance or trends.

We encourage you to read this report and our other filings with the SEC carefully.

Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time.

You also should be aware that these risk factors and other information do not describe every risk that we face.

New emerging risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business, financial condition, results of operations and cash flows.

We operate in a very competitive and rapidly changing environment, and new risks emerge from time to time.

Although we believe that the expectations reflected in the forward-looking statements are reasonable and our expectations based on third-party information and projections are from sources that management believes to be reputable, we cannot guarantee future results, levels of activities, performance, or achievements.

These forward-looking statements reflect our views with respect to future events as of the date of this Annual Report on Form 10-K or the date specified herein, and we have based these forward-looking statements on our current expectations and projections about future events and trends.

These forward-looking statements reflect our views with respect to future events as of the date of this Annual Report or the date specified herein, and we have based these forward-looking statements on our current expectations and projections about future events and trends.

Given these uncertainties, you should not place undue reliance on these forward-looking statements.

Except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Annual Report on Form 10-K.

We anticipate that subsequent events and developments will cause our views to change.

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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 1. Business