What the changes say
- New internal control risks were added following recent restatements.
- Tariff and trade uncertainties continue to impact raw material costs and international operations.
- Union contract expiration timelines for manufacturing facilities were updated.
What changed since the prior 10-K
New
- NewFinancial Risks
Failure to maintain effective internal controls over financial reporting could have a material adverse effect on the Company’s financial condition and the trading price of its common stock
Failure to maintain effective internal controls over financial reporting could impair our ability to accurately report financial results and harm our stock price.
Dropped
- DroppedFinancial Risks
Adverse publicity and potential concerns from our customers arising from the required restatements of the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024 could have an adverse effect on our business and financial condition
- DroppedInternational Risks
sales in those currencies will be unfavorable. Conversely, a favorable result will be reported if the US dollar weakens in value as compared to the value of the Canadian dollar, British pound, or Euro
- DroppedInternational Risks
Economic conditions and regulatory changes caused by the United Kingdom’s exit from the European Union could adversely affect our business
Reworded
- 82% rewrittenBusiness and Operational Risks
Our success is highly dependent on the continued service and availability of qualified personnel
Updated labor market language to focus on talent attraction, development, and retention alongside rising compensation costs.
- 50% rewrittenInternational Risks
A portion of our sales are derived from our international operations, which expose us to certain risks inherent in doing business on an international level
Added specific mentions of retaliatory tariffs by foreign governments and ongoing uncertainties regarding trade disputes.
- 43% rewrittenBusiness and Operational Risks
Fluctuations in the price, quality, and availability of the primary raw materials used in our business could have a material and adverse effect on our operations and profitability
Updated to reference 2025 U.S. steel import tariffs, legal challenges, and potential supply chain disruptions or cost increases.
- 33% rewrittenLegal, Tax, and Regulatory Risks
Compliance with environmental laws and regulations could incur significant costs
Added context acknowledging that the current U.S. federal administration has taken steps to reduce environmental regulation.
- 32% rewrittenLegal, Tax, and Regulatory Risks
Legislative or regulatory initiatives related to climate policy change could have a material adverse effect on our business
Noted that despite current federal deregulation efforts, climate change concern may still drive new legislative and regulatory requirements.
Was: Legislative or regulatory initiatives related to climate change could have a material adverse effect on our business
- 28% rewrittenBusiness and Operational Risks
Labor disputes may have a material and adverse effect on our operations and profitability
Updated the union collective bargaining agreement expiration date from March 2025 to March 2030 and reduced the affected employee count from 8 to 7.
- 27% rewrittenBusiness and Operational Risks
We are subject to cybersecurity risks and may incur increasing costs in an effort to minimize those risks
Minor phrasing update changing personal identification information to personally identifiable information regarding cybersecurity risks.
- 21% rewrittenBusiness and Operational Risks
We may not foresee or be able to control certain events that could adversely affect our business or the stability of our supply chain
Retained existing supply chain disruption risk factors without substantive textual changes.
All 23 risk factors
Headings as the filing states them, in filing order.
Business and Operational Risks
- 01Our inability to successfully manage acquisitions, divestitures, and other significant transactions or to otherwise execute our strategic plan could harm our financial results, business, and prospects
- 02Prolonged negative economic conditions, volatile energy prices, tariffs or trade wars, and other unfavorable changes in US, global, or regional economic and market conditions could adversely affect our business
- 03Our ability to maintain or improve our profitability could be adversely impacted by cost pressures
- 04Our success is in part dependent on the accuracy and proper utilization of our management information and communications systems
- 05We are subject to cybersecurity risks and may incur increasing costs in an effort to minimize those risks27% rewritten
- 06Certain divisions of our business depend on a small number of suppliers. The loss of any such supplier could have a material and adverse effect on our business, financial condition, and result of operations
- 07Fluctuations in the price, quality, and availability of the primary raw materials used in our business could have a material and adverse effect on our operations and profitability43% rewritten
- 08Labor disputes may have a material and adverse effect on our operations and profitability28% rewritten
- 09Actions of activist shareholders could be disruptive and potentially costly and the possibility that activist shareholders may seek changes that conflict with our strategic direction could cause uncertainty about the strategic direction of our business
- 10Our success is highly dependent on the continued service and availability of qualified personnel82% rewritten
- 11We may not foresee or be able to control certain events that could adversely affect our business or the stability of our supply chain21% rewritten
- 12Our business operates in highly competitive markets and a failure to react to changing market conditions could adversely impact our business
- 13If we are unable to protect our intellectual property and prevent its improper use by third parties, our ability to compete may be harmed
- 14We are dependent upon key customers
Financial Risks
- 15Our future performance and market value could cause write-downs of long-lived and intangible assets in future periods
- 16Our indebtedness could materially and adversely affect our business, financial condition, and results of operations and prevent us from fulfilling our obligations
- 17Failure to maintain effective internal controls over financial reporting could have a material adverse effect on the Company’s financial condition and the trading price of its common stockNew
Legal, Tax, and Regulatory Risks
- 18Violations of the US Foreign Corrupt Practices Act and similar worldwide anti-corruption laws and other foreign governmental regulations, could result in fines, penalties, and criminal sanctions against the Company, its officers, or both and could have a material and adverse effect on our business
- 19Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited
- 20Shifting federal, state, local, and foreign regulatory policies impose risks to our operations
- 21Legislative or regulatory initiatives related to climate policy change could have a material adverse effect on our business32% rewritten
- 22Compliance with environmental laws and regulations could incur significant costs33% rewritten
International Risks
- 23A portion of our sales are derived from our international operations, which expose us to certain risks inherent in doing business on an international level50% rewritten
Other Foster L B 10-Ks
- FY2024 10-K risk factors25 risks
Foster L.B. Co.'s risk profile is dominated by supply chain vulnerabilities, raw material price volatility, and recent financial restatements.
Filed Mar 07, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.