What changed in this filing

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Item 1A. Risk Factors

2025-02-25 compared with 2024-02-29 · 27 added, 32 removed, 358 unchanged (14% of the section changed)

46 unchanged sentences

We may experience difficulties, delays, or unexpected costs in completing our cost reduction programs.

To remain competitive, particularly when business conditions are difficult, we sometimes take steps to reduce our cost structure by restructuring our existing businesses to achieve efficiencies, eliminate redundant functions, facilities and staff positions, and move operations, where possible, to reduce labor or other costs.

To remain competitive, particularly when business conditions are difficult, from time to time we take steps to reduce our cost structure by restructuring our existing businesses to achieve efficiencies, eliminate redundant functions, facilities and staff positions, and move operations, where possible, to reduce labor or other costs.

We may not realize, in full or in part, the anticipated benefits of these programs without encountering difficulties, which may include complications in the transfer of production knowledge, loss of key employees and/or customers, and the disruption of ongoing business.

Any of these difficulties could delay and/or undermine our ability to realize the benefits of these cost reduction programs, as well as potentially adversely affecting our customer relationships and operations.

Our business is cyclical, and in periods of increased economic strength, we may experience intense demand for our products.

Our business is cyclical, and in periods of increased economic strength, we may experience greater than expected demand for our products.

If our cost reduction programs and related restructuring result in us not being able to satisfy our customer’s demand for products during a rising economy, and our competitors sufficiently expand production, we could lose customers and/or market share.

15 unchanged sentences

In the Office of the United States Trade Representative (“USTR”) annual “Special 301” Report released in April 2024, the adequacy and effectiveness of intellectual property protection in a number of foreign countries were analyzed.

A number of countries in which we manufacture or do business in are identified in the report as being on the Priority Watch List or the Watch List.

In China, for instance, the USTR is concerned about the urgent need to remediate a range of IP-related concerns, including trade secret theft, online piracy and counterfeiting, the high-volume manufacture and export of counterfeit

goods, technology transfer requirements imposed as a condition to access the Chinese market, the mandatory application of adverse terms to foreign IP licensors, and IP ownership and research and development localization requirements.

Structural impediments to administrative, civil, and criminal IP enforcement are also problematic.

The USTR also expressed concern that in India there is a lack of sufficient measurable improvements to its IP framework on long-standing and new challenges that have negatively affected U.S.

right holders over the past year.

Other countries in which we do business were also identified because of problems in intellectual property enforcement.

A number of countries in which we manufacture or do business in are identified in the report as being on the Priority Watch List, such as China and India, or the Watch List, such as Canada and Mexico.

Among the concerns reported were trade secret theft, online piracy and counterfeiting, technology transfer requirements, and inadequate intellectual property protections and

The absence of harmonized intellectual property protection laws and effective enforcement makes it difficult to ensure consistent respect for patent, trade secret, and other intellectual property rights on a worldwide basis.

23 unchanged sentences

In particular, our Measurement Systems business segment which produces highly specialized systems, can be priced for ten thousand dollars to $1 million or more per unit, so that a contract to acquire one or more units can materially contribute to our revenues during the period or periods that we are permitted to recognize the contract revenues for accounting purposes.

The nature of our measurement systems business segments, and in particular, the products and systems manufactured for the steel

industry, may therefore result in substantial fluctuations in our operating results, including revenues and profitability, from period to period, even though there has been no fundamental change in our business or its prospects.

The nature of our measurement systems business segments, and in particular, the products and systems manufactured for the steel industry, may therefore result in substantial fluctuations in our operating results, including revenues and profitability, from period to period, even though there has been no fundamental change in our business or its prospects.

Further, customers may request a delay in shipping a product they have ordered due to changes in their business needs, which may delay the revenue recognition for the product until shipment occurs.

This may make it difficult for investors to undertake period-to-period comparisons of our performance.

Also, the fluctuating nature of key components of our revenues may limit the visibility of our management regarding performance in future periods, and make it more difficult for our management to provide guidance to our investors.

Also, the fluctuating nature of key components of our revenues may limit the visibility of our

management regarding performance in future periods, and make it more difficult for our management to provide guidance to our investors.

We may not have adequate manufacturing capacity to satisfy future increases in demand for our products.

Our business is cyclical and in periods of a rising economy, we may experience intense demand for our products.

Our business is cyclical and in periods of a rising economy, we may experience greater than expected demand for our products.

During such periods, we may have difficulty expanding our manufacturing capacity to satisfy demand.

29 unchanged sentences

For periods in which the prices of these raw materials are rising, we may be unable to pass on the increased cost to our customers, which would result in decreased margins for the products in which they are used.

For periods in which the prices are declining, we may be required to write down our

inventory carrying cost of these raw materials, since we record our inventory at the lower of cost or market.

For periods in which the prices are declining, we may be required to write down our inventory carrying cost of these raw materials, since we record our inventory at the lower of cost or market.

Depending on the extent of the difference between market price and our carrying cost, this write-down could have a material adverse effect on our net earnings.

28 unchanged sentences

Federal, state, provincial, foreign, and local environmental requirements relating to air, soil, and water quality, handling, discharge, storage, and disposal of a variety of substances (including per- and polyfluoroalkyl substances, or PFAS), and climate change are also significant factors in our business, and changes to such requirements generally result in an increase to our costs of operations.

otherwise, we will not be obligated to address environmental matters that could have a material adverse impact on our business, financial condition, and results of operations.

The failure by us to comply with applicable environmental, health and safety requirements could result in fines, penalties, enforcement actions, third-party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders requiring corrective measures, which could have a material adverse effect on our business, financial condition or results of operations.

Although we have never been involved in any environmental matter that has had a material adverse impact on our overall operations, there can be no assurance that in connection with any past or future operation, acquisition or otherwise, we will not be obligated to address environmental matters that could have a material adverse impact on our business, financial condition, and results of operations.

on our business, financial condition or results of operations.

Additionally, such actions could negatively impact our reputation in the impacted geographic market and more broadly.

23 unchanged sentences

Our effective tax rate can be affected by changes in the mix of earnings in countries with differing statutory tax rates (including as a result of business acquisitions and dispositions), changes in the valuation of deferred tax assets and liabilities, accruals related to contingent tax liabilities, the results of audits and examinations of previously filed tax returns, and changes in tax laws.

For example, in August 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law.

The IRA includes a 15% corporate alternative minimum tax that applies to companies that have a three-year average of at least $1 billion in adjusted profits and is effective for taxable years beginning after December 31, 2022.

The IRA also includes a 1% excise tax on repurchases of stock occurring after December 31, 2022.

Any of these factors may adversely affect our tax rate and decrease our profitability.

37 unchanged sentences

We have manufacturing operations in India, China, Europe, Canada, Israel and the United States, as well as in other countries.

Significant tariffs or other restrictions which are placed on Indian, Chinese, European, Canadian or Israeli imports to the United States, or any related counter-measures which are taken by the countries involved, may materially harm our revenues and results of operations.

Tariffs, or other changes in U.S.

Significant current or future tariffs or other restrictions which are placed on Indian, Chinese, European, Canadian or Israeli imports to the United States, or any related countermeasures which are taken by the countries involved, may materially harm our revenues and results of operations.

Additional tariffs, or other changes in U.S.

trade policy, could trigger retaliatory actions by affected countries.

1 unchanged sentence

We cannot predict future trade policy or the terms of any renegotiated trade agreements and their impacts on our business.

The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental actions related to tariffs, quotas, duties, taxes or trade

agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, and our suppliers, which in turn could adversely impact our business, financial condition and results of operations.

The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental actions related to tariffs, quotas, duties, taxes or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, and our suppliers, which in turn could adversely impact our business, financial condition and results of operations.

In addition, our access to raw materials and other supplies may be adversely impacted by tariffs.

We are subject to the risks of political, economic, health, and military instability in countries outside the United States in which we operate.

1 unchanged sentence

This instability could result in wars, riots, nationalization of industry, currency fluctuations, and labor unrest or unavailability.

These conditions could have an adverse impact on our ability to manufacture, ship and operate in these regions and, depending on the extent and severity of these conditions, could result in a reduction in customer orders and sales to certain regions and end-markets and materially and adversely affect our overall financial condition and operating results.

customer orders and sales to certain regions and end-markets and materially and adversely affect our overall financial condition and operating results.

We have principal manufacturing facilities and operations located in Israel.

28 unchanged sentences

The length of time required by the licensing processes can vary, potentially delaying the shipment of products or performance of services and the recognition of the corresponding revenue.

In addition, failure to comply with any of these regulations could result in substantial civil and criminal, monetary and non-monetary penalties,

disruptions to our business, limitations on our ability to import and export products and services and damage to our reputation.

In addition, failure to comply with any of these regulations could result in substantial civil and criminal, monetary and non-monetary penalties, disruptions to our business, limitations on our ability to import and export products and services and damage to our reputation.

In 2022, we determined that certain export shipments of products from one of our subsidiaries did not comply with the filing requirements of U.S.

61 unchanged sentences

We continuously seek to maintain a robust program of information security and controls, but the impact of a material information technology event could have a material adverse effect on our competitive position, reputation, results of operations, financial condition, and cash flows.

In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position.

Moreover, our proprietary, confidential, and/or sensitive information could be leaked, disclosed, or revealed as a result of or in connection with the use of generative artificial intelligence technologies.

Even if we are not targeted directly, cyberattacks on the U.S.

government, financial markets, financial institutions, or other businesses, including our vendors, software creators, cloud providers, cybersecurity service providers, and other third parties with whom we work, may occur, and such events could disrupt our normal business operations and networks in the future.

Interruptions in our information technology systems could adversely affect our business.

2 unchanged sentences

Such network disruption could result in a loss of the confidentiality of our intellectual property or the release of sensitive competitive information or customer or employee personal data.

Any loss of such information could harm our competitive position, result in a loss of customer confidence, and cause us to incur significant costs to remedy the damages caused by the disruptions or security breaches.

We have implemented protective measures to prevent against and limit the

effects of system or network disruptions, but there can be no assurance that such measures will be sufficient to prevent or limit the damage from any future disruptions and any such disruption could have a material adverse impact on our business and results of operations.

Any loss of such information could harm our

competitive position, result in a loss of customer confidence, and cause us to incur significant costs to remedy the damages caused by the disruptions or security breaches.

We have implemented protective measures to prevent against and limit the effects of system or network disruptions, but there can be no assurance that such measures will be sufficient to prevent or limit the damage from any future disruptions and any such disruption could have a material adverse impact on our business and results of operations.

Third-party service providers, such as subcontractors, distributors and vendors have access to certain portions of our sensitive data.

27 unchanged sentences

• changes in rules or regulations applicable to our business;

• other factors, including economic instability, inflation, COVID-19, labor shortages, supply chain disruptions and changes in political or market conditions.

• other factors, including economic instability, inflation, labor shortages, supply chain disruptions and changes in political or market conditions.

A significant drop in our stock price could expose us to costly and time consuming litigation, which could result in substantial costs, and divert management’s attention and resources, resulting in an adverse effect on our business.

6 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.

What changed 10-K

Item 1A. Risk Factors