What changed in this filing

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Item 1A. Risk Factors

2020-09-03 compared with 2020-05-05 · 34 added, 11 removed, 22 unchanged (67% of the section changed)

There were no material changes in our assessment of risk factors as discussed in Part I, Item 1A in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 , except for the addition of the following risk factors:

If we do not successfully manage the transitions associated with the election of three new members of our Board of Directors, the appointment of a new Chairman of the Board and a new Chief Financial Officer, it could have an adverse impact on our business operations, including our internal controls over financial reporting, as well as be viewed negatively by our customers and shareholders.

On June 30, 2020, the Company appointed Sally M.

Cunningham Senior Vice President and Chief Financial Officer effective June 30, 2020 after the resignation of Dennis M.

In addition, on July 7, 2020, the Company announced the election of three new members of the Board of Directors at the 2020 Annual Meeting of Shareholders.

On July 9, 2020, the Company's Board of Directors elected Henry L.

Guy as Chairman of the Board of Directors.

Such leadership transitions can be inherently difficult to manage, and an inadequate transition may cause disruption to our business, including our relationships with customers, suppliers, vendors, and employees.

It may also make it more difficult to hire and retain key employees.

An impairment in the carrying value of our fixed assets, intangible assets, or goodwill could adversely affect our financial condition and Consolidated Results of Operations.

Goodwill represents the excess of cost over the fair value of identified net assets of businesses acquired.

We review goodwill for impairment annually, or whenever circumstances change in a way which could indicate that impairment may have occurred.

Goodwill is tested at the reporting unit level.

We identify potential goodwill impairments by comparing the fair value of the reporting unit to its carrying amount, which includes goodwill and other intangible assets.

If the carrying amount of the reporting unit exceeds the fair value, an impairment exists.

The amount of the impairment is the amount by which the carrying amount exceeds the fair value.

A significant amount of judgment is involved in determining if an indication of impairment exists.

Factors may include, among others:

a significant decline in our expected future cash flows;

a sustained, significant decline in our stock price and market capitalization;

a significant adverse change in legal factors or in the business climate;

unanticipated competition;

the testing for recoverability of a significant asset group within a reporting unit;

and slower growth rates.

Any adverse change in these factors would have a significant impact on the recoverability of these assets and negatively affect our financial condition and consolidated results of operations.

We are required to record a non-cash impairment charge if the testing performed indicates that goodwill has been impaired.

We evaluate the useful lives of our fixed assets and intangible assets to determine if they are definite or indefinite-lived.

Reaching a determination on useful life requires significant judgments and assumptions regarding the lease term, future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance expenditures and the expected lives of other related groups of assets.

We cannot accurately predict the amount and timing of any impairment of assets.

Should the value of goodwill, fixed assets or intangible assets become impaired, there could be an adverse effect on our financial condition and consolidated results of operations.

Our business, financial condition, results of operations and cash flows may be adversely affected by global public health epidemics and pandemics, including the recent COVID-19 outbreak.

Our business and operations expose us to risks associated with global health epidemics or pandemics, such as the recent outbreak of the coronavirus (COVID-19) which has spread from China to many other countries including the United States.

The outbreak has resulted in governments around the world implementing increasingly stringent measures to help the control of the spread of the virus, including quarantines, "shelter in place" and "stay at home" orders, travel restrictions, business curtailments, and school closures among others.

The outbreak has resulted in governments around the world implementing increasingly stringent measures to help the control of the spread of

the virus, including quarantines, "shelter in place" and "stay at home" orders, travel restrictions, business curtailments, and school closures among others.

The President of the United States has declared the COVID-19 outbreak a national emergency and the Federal Reserve has enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19.

12 unchanged sentences

As such, the related financial impacts cannot be reasonably estimated at this time.

Our Board of Directors has adopted a limited duration shareholder rights agreement, which could delay or discourage a merger, tender offer, or assumption of control of the Company if not approved by our Board of Directors.

On March 31, 2020, the Board of Directors approved the adoption of a limited duration shareholder rights plan expiring on March 31, 2021 and an ownership trigger threshold of 15%.

In connection with the shareholder rights plan, the Board of Directors authorized and declared a dividend to stockholders of record at the close of business on April 10, 2020 of one Common Stock purchase right (a “Right”) for each outstanding share of common stock of the Company.

Upon certain triggering events, each Right entitles the holder to purchase from the Company one half (subject to adjustment) of one share of

Common Stock, $1.00 par value per share of the Company at an exercise price of $22.50 (equivalent to $45.00 for each whole share of Common Stock) (the "Exercise Price").

In addition, if a person or group acquires beneficial ownership of 15% or more of the Company’s Common Stock without prior Board approval, each holder of a Right (other than the acquiring person or group) will have the right to purchase, upon payment of the Exercise Price and in accordance with the terms of the Rights Agreement, a number of shares of the Company’s common stock having a market value of twice the Exercise Price.

The adoption of the shareholder rights plan is intended to enable all of our shareholders to realize the long-term value of their investment in the Company and to protect the interests of the Company and its shareholders from efforts by a shareholder or group of shareholders to gain control of the Company through open market accumulations without paying all shareholders an appropriate control premium.

The shareholder rights plan could render more difficult, or discourage, a merger, tender offer, or assumption of control of the Company that is not approved by our Board of Directors.

The shareholder rights plan, however, should not interfere with any merger, tender or exchange offer or other business combination approved by our Board of Directors.

In addition, the shareholder rights plan does not prevent our Board of Directors from considering any offer that it considers to be in the best interest of the Company’s shareholders.

Our business could be negatively affected as a result of actions of activist shareholders.

3 unchanged sentences

and (iii) pursuit of an activist shareholder's agenda may adversely affect our ability to effectively implement our business strategy and create additional value for our shareholders.

Unregistered Sales of Equity Securities and Use of Proceeds

Defaults Upon Senior Securities

Mine Safety Disclosures

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-Q

Item 1A. Risk Factors