What changed in this filing

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Item 1A. Risk Factors

2021-03-01 compared with 2020-03-02 · 140 added, 106 removed, 113 unchanged (69% of the section changed)

Covid-19 Pandemic Risks

The COVID-19 pandemic has adversely affected and is expected to continue to pose risks to our business, results of operations, financial condition and cash flows, and other epidemics or outbreaks of infectious diseases may have a similar impact.

As previously disclosed, we face risks related to outbreaks of infectious diseases, including the ongoing COVID-19 pandemic.

The COVID-19 coronavirus pandemic has caused significant volatility in financial markets, including the market price of our stock, and the aerospace industry, which has raised the prospect of an extended global recession.

In response to COVID-19, national and local governments around the world have instituted certain measures, including travel bans, prohibitions or limits on group events and gatherings, shutdowns of certain businesses, curfews, shelter-in-place orders and recommendations to practice social distancing.

Our operations have been deemed essential under applicable law, but there is no guarantee this will continue.

We follow the COVID-19 guidelines from the CDC concerning the health and safety of our personnel, these measures have resulted in attenuating activity and, in some cases, required temporary closures of certain of our facilities, among other impacts.

The duration of these measures is unknown, may be extended and additional measures, including facility closures, may be imposed.

Among the potential effects of COVID-19 and other similar outbreaks on the Company include, but are not limited to, the following:

• Reduced consumer and investor confidence, instability in the credit and financial markets, volatile corporate profits, and reduced business and consumer spending, which may adversely affect our results of operations by reducing our sales, margins and/or net income as a result of a slowdown in customer orders or order cancellations.

In addition, volatility in the financial markets could increase the cost of capital and/or limit its availability.

• Economic uncertainty as a result of COVID-19 is expected to cause continued difficulty for our customers, suppliers and the Company to accurately forecast and plan future business activities.

• Aircraft manufacturers have experienced a disruption in production and demand as customers defer delivery of new aircraft, resulting in slowed or halted production at facilities throughout the world.

Commercial airlines have experienced a significant reduction in air traffic.

Commercial airlines and other manufacturers have focused on conserving cash to preserve liquidity, which has had a negative impact on airframe and aftermarket sales.

• The potential to weaken the financial position of some of our customers.

If circumstances surrounding our customers’ financial capabilities were to deteriorate, asset write-downs or write-offs could negatively affect our operating results and, if large, could have a material adverse effect on our business, financial condition, results of operations and cash flow.

• Disruption of our supply chain.

Our third-party manufacturers, suppliers, third-party distributors, sub-contractors and customers have been and may be disrupted by worker absenteeism, quarantines and restrictions on their employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions.

Depending on the magnitude of such effects on our manufacturing or the operations of our suppliers, third-party distributors, or sub-contractors, our supply chain, manufacturing and product shipments could be delayed, which could adversely affect our business, operations, and customer relationships.

• The need to incur additional restructuring charges to optimize our cost structure if a recovery in the aerospace market occurs slower than anticipated.

Recognizing the unprecedented nature, scale and uncertainty associated with this global health crisis, the duration and extent of the on-going impacts cannot be reasonably estimated at this time.

The loss of Boeing or Panasonic as major customers or a significant reduction in business with either of those customers would reduce our sales and earnings.

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The loss of either of these customers or a significant reduction in business with them would significantly reduce our sales and earnings.

In October 2018 and March of 2019, two commercial aircraft accidents led to the grounding by the Federal Aviation Administration and other regulators of the Boeing 737 MAX aircraft, on which we have significant content.

The grounding of the Boeing 737 MAX, which started in March of 2019, has caused the production rate of that aircraft to be lower than expected in fiscal year 2019.

The ongoing 737 MAX grounding affects our business both because of the production pause, impacting our line-fit content, and because it leaves many of our airline customers short of capacity, which makes them reluctant to take other aircraft out of service to install the types of retrofit products they buy from us.

Although we expect, based on information that Boeing has made publicly available, that deliveries of the 737 MAX program will resume and that the demand for the aircraft in the long-term has not changed, a prolonged or permanent grounding of the Boeing 737 MAX could substantially decrease our Aerospace segment sales in the near or long-term, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Even if deliveries of the 737 MAX program resume, demand for the aircraft could be lower than was expected prior to the initial grounding of the aircraft.

A write-off of all or part of our goodwill or other intangible assets could adversely affect our operating results and net worth.

At December 31, 2019, goodwill and net intangible assets were approximately 18.5% and 16.3% of our total assets, respectively.

In 2019, we recorded goodwill and intangible asset impairment charges of $1.6 million and $6.2 million related to our AeroSat antenna business, respectively.

Our goodwill and other intangible assets may increase in the future since our strategy includes growing through acquisitions.

We may have to write-off all or part of our goodwill or purchased intangible assets if their value becomes impaired.

Although this write-off would not result in an outlay of cash, it could reduce our earnings and net worth significantly.

The grounding of the Boeing 737 MAX, which started in March of 2019, has caused the production rate of that aircraft to be lower than expected in fiscal year 2019 and 2020.

The 737 MAX grounding affected our business both because of the production pause, impacting our line-fit content, and because it left many of our airline customers short of capacity, particularly in 2019 but continuing into 2020, which made them reluctant to take other aircraft out of service to install the types of retrofit products they buy from us.

Although the 737 MAX was re-certified in the United States in November 2020 and in Europe in January 2021, if production rates do not materialize as anticipated, our Aerospace segment sales could be significantly impacted in the near or long-term, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Even as deliveries of the 737 MAX program resumes, demand for the aircraft could be lower than was expected prior to the initial grounding of the aircraft due to the continuing effects of the COVID-19 pandemic.

The markets we serve are cyclical and sensitive to domestic and foreign economic conditions and events, which may cause our operating results to fluctuate.

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In our Aerospace segment, demand by the business jet markets for our products is dependent upon several factors, including capital investment, product innovations, economic growth and wealth creation and technology upgrades.

In addition, the commercial airline industry is highly cyclical and sensitive to such things as fuel price increases, labor disputes, global economic conditions, availability of capital to fund new aircraft purchases and upgrades of existing aircraft and passenger demand.

A change in any of these factors could result in a reduction in the amount of air travel and the ability of airlines to invest in new aircraft or to upgrade existing aircraft.

These factors would reduce orders for new aircraft and would likely reduce airlines’ spending for cabin upgrades for which we supply products, thus

reducing our sales and profits.

A change in any of these factors could result in a further reduction in the amount of air travel and the ability of airlines to invest in new aircraft or to upgrade existing aircraft.

These factors would reduce orders for new aircraft and would likely reduce airlines’ spending for cabin upgrades for which we supply products, thus reducing our sales and profits.

A reduction in air travel may also result in our commercial airline customers being unable to pay our invoices on a timely basis or not at all.

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If we do not maintain sufficient resources to make these investments, or are not successful in maintaining our competitive position, our operations and financial performance will suffer.

Our future success depends to a significant degree upon the continued contributions of our management team and technical personnel.

The loss of members of our management team could have a material and adverse effect on our business.

In addition, competition for qualified technical personnel in our industry is intense, and we believe that our future growth and success will depend on our ability to attract, train and retain such personnel.

We depend on government contracts and subcontracts with defense prime contractors and subcontractors that may not be fully funded, may be terminated, or may be awarded to our competitors.

The failure to be awarded these contracts, the failure to receive funding or the termination of one or more of these contracts could reduce our sales.

Sales to the U.S.

government and its prime contractors and subcontractors represent a significant portion of our business.

The funding of these programs is generally subject to annual congressional appropriations, and congressional priorities are subject to change.

In addition, government expenditures for defense programs may decline or these defense programs may be terminated.

A decline in governmental expenditures or the termination of existing contracts may result in a reduction in the volume of contracts awarded to us.

We have resources applied to specific government contracts and if any of those contracts were terminated, we may incur substantial costs redeploying those resources.

Contracting in the defense industry is subject to significant regulation, including rules related to bidding, billing and accounting kickbacks and false claims, and any non-compliance could subject us to fines and penalties or possible debarment.

Like all government contractors, we are subject to risks associated with this contracting.

These risks include the potential for substantial civil and criminal fines and penalties.

These fines and penalties could be imposed for failing to follow procurement integrity and bidding rules, employing improper billing practices or otherwise failing to follow cost accounting standards, receiving or paying kickbacks or filing false claims.

We have been, and expect to continue to be, subjected to audits and investigations by government agencies.

The failure to comply with the terms of our government contracts could harm our business reputation.

It could also result in suspension or debarment from future government contracts.

Strategic Risks

We may incur losses and liabilities as a result of our acquisition strategy.

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In addition, any acquisition, once successfully integrated, could negatively impact our financial performance if it does not perform as planned, does not increase earnings, or does not prove otherwise to be beneficial to us.

We currently are involved or may become involved in the future, in legal proceedings that, if adversely adjudicated or settled, could materially impact our financial condition.

As an aerospace company, we may become a party to litigation in the ordinary course of our business, including, among others, matters alleging product liability, warranty claims, breach of commercial or government contract or other legal actions.

In general, litigation claims can be expensive and time consuming to bring or defend against and could result in settlements or damages that could significantly impact results of operations and financial condition.

Currently, our subsidiary, AES is a defendant in actions filed in various jurisdictions by Lufthansa Technik AG relating to an allegation of patent infringement and based on rulings to date we have concluded that losses related to these proceedings are probable.

Refer to Note 19 of our Consolidated Financial Statements in Item 8 for discussion on the legal proceedings.

If these actions are decided adversely against the Company, the associated damages could result in a material adverse effect on our results of operations or financial condition.

Other than these proceedings, we are not party to any significant pending legal proceedings that management believes will result in a material adverse effect on our results of operations or financial condition.

The amount of debt we have outstanding, as well as any debt we may incur in the future, could have an adverse effect on our operational and financial flexibility.

As of December 31, 2019, we had approximately $188.2 million of debt outstanding of which $188.0 million is long-term debt.

Changes to our level of debt subsequent to December 31, 2019 could have significant consequences to our business, including the following:

• Depending on interest rates and debt maturities, a substantial portion of our cash flow from operations could be dedicated to paying principal and interest on our debt, thereby reducing funds available for our acquisition strategy, capital expenditures or other purposes;

• A significant amount of additional debt could make us more vulnerable to changes in economic conditions or increases in prevailing interest rates;

• Our ability to obtain additional financing for acquisitions, capital expenditures or for other purposes could be impaired;

• The increase in the amount of debt we have outstanding increases the risk of non-compliance with some of the covenants in our debt agreements which require us to maintain specified financial ratios;

• We may be more leveraged than some of our competitors, which may result in a competitive disadvantage.

We are subject to debt covenant restrictions.

Our credit facility contains certain financial and other restrictive covenants.

A significant decline in our operating income could cause us to violate our covenants.

A covenant violation would require a waiver by the lenders or an alternative financing arrangement be achieved.

This could result in our being unable to borrow under our bank credit facility or being obliged to refinance and renegotiate the terms of our bank indebtedness.

Historically both choices have been available to us, however, it is difficult to predict the availability of these options in the future.

We are subject to financing and interest rate exposure risks that could adversely affect our business, liquidity and operating results.

Changes in the availability, terms and cost of capital, and increases in interest rates could cause our cost of doing business to increase and place us at a competitive disadvantage.

At December 31, 2019, substantially all of our debt was subject to variable interest rates.

The potential phase out of LIBOR may negatively impact our debt agreements and financial position, results of operations and liquidity .

On July 27, 2017, the UK’s Financial Conduct Authority announced that it intends to phase out LIBOR by the end of 2021.

It is unclear whether new methods of calculating LIBOR will be established or whether different benchmark rates used to price indebtedness will develop.

If LIBOR ceases to exist, we may need to renegotiate our debt agreements that extend beyond 2021 that utilize LIBOR as a factor in determining the interest rate, which may negatively impact the terms of such indebtedness.

In addition, the overall financial markets may be disrupted as a result of the phase out or replacement of LIBOR.

Disruption in the financial markets could have an adverse effect on our financial position, results of operations, and liquidity.

Our future operating results could be impacted by estimates used to calculate impairment losses on long-lived assets.

The preparation of financial statements in conformity with U.S.

generally accepted accounting principles requires management to make significant and subjective estimates and assumptions that may affect the reported amounts of long-lived assets in the

financial statements.

These estimates are integral in the determination of whether a potential non-cash impairment loss exists as well as the calculation of that loss.

Actual future results could differ from those estimates.

As discussed in Note 23 to the Consolidated Financial Statements, we recorded long-lived asset impairment losses of $9.5 million (excluding goodwill impairment, which has been previously discussed) in connection with the AeroSat restructuring.

Future terror attacks, war, or other civil disturbances could negatively impact our business.

Continued terror attacks, war or other disturbances could lead to economic instability and decreases in demand for our products, which could negatively impact our business, financial condition and results of operations.

Terrorist attacks world-wide have caused instability from time to time in global financial markets and the aviation industry.

The long-term effects of terrorist attacks on us are unknown.

These attacks and the U.S.

government’s continued efforts against terrorist organizations may lead to additional armed hostilities or to further acts of terrorism and civil disturbance in the U.S.

or elsewhere, which may further contribute to economic instability.

General business conditions are vulnerable to the effects of epidemics, such as the COVID-19 coronavirus, which could materially disrupt our business.

We are vulnerable to the global economic effects of epidemics and other public health crises, such as the novel strain of COVID-19 virus reported to have surfaced in Wuhan, China in 2019.

Due to the recent outbreak of the COVID-19 virus, there has been a substantial curtailment of global travel and business activities which could have an impact on airline spending and demand, and could negatively impact our sales if conditions worsen or extend for a prolonged period of time.

China has also limited the shipment of products in and out of its borders, which could negatively impact our ability to receive products from our China-based suppliers and our ability to ship products to customers in that region.

Supply chain disruptions could negatively impact our sales.

If not resolved quickly, the impact of the epidemic could have a material adverse effect on our business.

If we are unable to adapt to technological change, demand for our products may be reduced.

The technologies related to our products have undergone, and in the future may undergo, significant changes.

To succeed in the future, we will need to continue to design, develop, manufacture, assemble, test, market and support new products and enhancements on a timely and cost-effective basis.

Our competitors may develop technologies and products that are more effective than those we develop or that render our technology and products obsolete or uncompetitive.

Furthermore, our products could become unmarketable if

new industry standards emerge.

We may have to modify our products significantly in the future to remain competitive, and new products we introduce may not be accepted by our customers.

Our new product development efforts may not be successful, which would result in a reduction in our sales and earnings.

We may experience difficulties that could delay or prevent the successful development of new products or product enhancements, and new products or product enhancements may not be accepted by our customers.

In addition, the development expenses we incur may exceed our cost estimates, and new products we develop may not generate sales sufficient to offset our costs.

If any of these events occur, our sales and profits could be adversely affected.

Operational Risks

Our business and operations could be adversely impacted in the event of a failure of our information technology infrastructure or adversely impacted by a successful cyber-attack.

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This litigation could result in significant costs and divert our management’s focus away from operations.

Refer to the risk factor related to pending patent infringement litigation above and Note 19 to the Consolidated Financial Statements for further discussion.

If we are unable to adapt to technological change, demand for our products may be reduced.

The technologies related to our products have undergone, and in the future may undergo, significant changes.

To succeed in the future, we will need to continue to design, develop, manufacture, assemble, test, market and support new products and enhancements on a timely and cost effective basis.

Our competitors may develop technologies and products that are more effective than those we develop or that render our technology and products obsolete or uncompetitive.

Furthermore, our products could become unmarketable if

new industry standards emerge.

We may have to modify our products significantly in the future to remain competitive, and new products we introduce may not be accepted by our customers.

Our new product development efforts may not be successful, which would result in a reduction in our sales and earnings.

In addition, the development expenses we incur may exceed our cost estimates, and new products we develop may not generate sales sufficient to offset our costs.

If any of these events occur, our sales and profits could be adversely affected.

We depend on government contracts and subcontracts with defense prime contractors and subcontractors that may not be fully funded, may be terminated, or may be awarded to our competitors.

The failure to be awarded these contracts, the failure to receive funding or the termination of one or more of these contracts could reduce our sales.

Sales to the U.S.

government and its prime contractors and subcontractors represent a significant portion of our business.

The funding of these programs is generally subject to annual congressional appropriations, and congressional priorities are subject to change.

In addition, government expenditures for defense programs may decline or these defense programs may be terminated.

A decline in governmental expenditures or the termination of existing contracts may result in a reduction in the volume of contracts awarded to us.

We have resources applied to specific government contracts and if any of those contracts were terminated, we may incur substantial costs redeploying those resources.

Refer to the risk factor related to pending patent infringement litigation above and Note 19 to the consolidated financial statements in Item 8 for further discussion.

If our subcontractors or suppliers fail to perform their contractual obligations, our prime contract performance and our ability to obtain future business could be materially and adversely impacted.

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In addition, a delay in our ability to obtain components and equipment parts from our suppliers may affect our ability to meet our customers’ needs and may have an adverse effect upon our profitability.

Some of our contracts contain late delivery penalties .

Failure to deliver in a timely manner due to supplier problems, development schedule slides, manufacturing difficulties, or similar schedule-related events could have a material adverse effect on our business.

Our results of operations are affected by our fixed-price contracts, which could subject us to losses in the event that we have cost overruns.

For the year ended December 31, 2019, fixed-price contracts represented almost all of the Company’s sales.

For the year ended December 31, 2020, fixed-price contracts represented almost all of the Company’s

On fixed-price contracts, we agree to perform the scope of work specified in the contract for a predetermined price.

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However, we bear the risk that increased or unexpected costs may reduce our profit.

Some of our contracts contain late delivery penalties .

The failure of our products may damage our reputation, necessitate a product recall or result in claims against us that exceed our insurance coverage, thereby requiring us to pay significant damages.

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A product recall or a product liability claim not covered by insurance could have a material adverse effect on our business, financial condition and results of operations.

Financial Risks

We are subject to debt covenant restrictions.

The terms of our credit facility may restrict our current and future operations, particularly our ability to take certain actions.

Our credit facility contains certain financial covenants.

An unexpected decline in our operating income could cause us to violate our covenants.

A covenant violation could result in a default under the revolving credit facility.

If any such default occurs, the lenders may elect to declare all outstanding borrowings, together with accrued interest and other amounts payable thereunder, to be immediately due and payable.

The lenders also have the right in these circumstances to terminate any commitments they have to provide further borrowings.

In addition, following an event of default, the lenders under the credit facility will have the right to proceed against the collateral granted to them to secure the debt, which includes our available cash.

If the debt under the credit facility were to be accelerated, we cannot assure that our assets would be sufficient to repay in full our debt.

Additionally, our credit facility also contains a number of restrictive covenants that impose significant operating and financial restrictions on the Company and may limit our ability to engage in acts that may be in our long-term best interests.

The credit facility includes covenants restricting, among other things, the ability of the Company to

• incur additional indebtedness;

• pay dividends on or repurchase our capital stock;

• make certain acquisitions or investments;

• sell assets;

• engage in certain business activities.

The amount of debt we have outstanding, as well as any debt we may incur in the future, could have an adverse effect on our operational and financial flexibility.

As of December 31, 2020, we had approximately $173.0 million of long-term debt outstanding.

Changes to our level of debt subsequent to December 31, 2020 could have significant consequences to our business, including the following:

• A significant amount of additional debt could make us more vulnerable to changes in economic conditions or increases in prevailing interest rates;

• Our ability to obtain additional financing for acquisitions, capital expenditures or for other purposes could be impaired;

• The increase in the amount of debt we have outstanding and the associated interest expense increases the risk of non-compliance with some of the covenants in our debt agreements which require us to maintain specified financial ratios;

• We may be more leveraged than some of our competitors, which may result in a competitive disadvantage.

A write-off of all or part of our goodwill or other intangible assets could adversely affect our operating results and net worth.

At December 31, 2020, goodwill and net intangible assets were approximately 9.4% and 17.7% of our total assets, respectively.

In 2020, we recorded goodwill impairment charges associated with four Aerospace reporting units, totaling $86.3 million.

In 2019, we recorded goodwill and intangible asset impairment charges of $1.6 million and $6.2 million related to our AeroSat antenna business, respectively.

Our goodwill and other intangible assets may increase in the future since our strategy includes growing through acquisitions.

We may have to write-off all or part of our goodwill or purchased intangible assets if their value becomes impaired.

Although this write-off would not result in an outlay of cash, it could reduce our earnings and net worth significantly.

We are subject to financing and interest rate exposure risks that could adversely affect our business, liquidity and operating results.

Changes in the availability, terms and cost of capital, and increases in interest rates could cause our cost of doing business to increase and place us at a competitive disadvantage.

At December 31, 2020, all of our debt was subject to variable interest rates.

The potential phase out of LIBOR may negatively impact our debt agreements and financial position, results of operations and liquidity .

On July 27, 2017, the UK’s Financial Conduct Authority announced that it intends to phase out LIBOR by the end of 2021.

The administrator of LIBOR has announced it will consult on its intention to cease the publication of the one week and two month USD LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023.

Extending the publication of certain USD LIBOR tenors until June 30, 2023 would allow most legacy USD LIBOR contracts to mature before LIBOR experiences disruptions.

However, it is unclear whether different benchmark rates used to price indebtedness will develop.

In addition, the overall financial markets may be disrupted as a result of the phase out or replacement of LIBOR.

Disruption in the financial markets could have an adverse effect on our financial position, results of operations, and liquidity.

Our future operating results could be impacted by estimates used to calculate impairment losses on long-lived assets.

The preparation of financial statements in conformity with U.S.

generally accepted accounting principles requires management to make significant and subjective estimates and assumptions that may affect the reported amounts of long-lived assets in the financial statements.

These estimates are integral in the determination of whether a potential non-cash impairment loss exists as well as the calculation of that loss.

Actual future results could differ from those estimates.

As discussed in Note 23 to the consolidated financial statements in Item 8, we recorded a long-lived asset impairment charge of approximately $0.7 million and $9.5 million in the years ending December 31, 2020 and 2019, respectively.

Changes in discount rates and other estimates could affect our future earnings and equity.

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The most critical assumption is the discount rate.

Other assumptions include mortality, salary increases

and retirement age.

Other assumptions include mortality, salary increases and retirement age.

The discount rate assumptions are based on current market conditions and are outside of our control.

Changes in these assumptions could affect our future earnings and equity.

Like all government contractors, we are subject to risks associated with this contracting.

These risks include the potential for substantial civil and criminal fines and penalties.

We have been, and expect to continue to be, subjected to audits and investigations by government agencies.

The failure to comply with the terms of our government contracts could harm our business reputation.

It could also result in suspension or debarment from future government contracts.

If we fail to meet expectations of securities analysts or investors due to fluctuations in our sales or operating results, our stock price could decline significantly.

Our sales and earnings may fluctuate from quarter to quarter due to a number of factors, including delays or cancellations of programs.

It is likely that in some future quarters our operating results may fall below the expectations of securities analysts or investors.

In this event, the trading price of our stock could decline significantly.

Legal and Compliance Risks

We currently are involved or may become involved in the future, in legal proceedings that, if adversely adjudicated or settled, could materially impact our financial condition.

If these actions are decided adversely against the Company, the associated damages could result in a material adverse effect on our results of operations or financial condition.

Refer to Note 19 of our consolidated financial statements in Item 8 for discussion on this and other legal proceedings.

Our operations in foreign countries expose us to political and currency risks and adverse changes in local legal and regulatory environments.

In 2020, approximately 10% of our sales were made by our subsidiaries in foreign countries, predominately in our subsidiaries in France and Canada.

Net assets held by these two subsidiaries total $64.3 million at December 31, 2019.

Net assets held by our foreign subsidiaries total $63.3 million at December 31, 2020.

Approximately 25% of our consolidated sales in 2020 were made to customers outside of the United States.

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Our failure, or failure by an authorized agent or representative that is attributable to us, to comply with these laws and regulations could result in administrative, civil or criminal liabilities and could, in the extreme case, result in monetary penalties, suspension or debarment from government contracts or suspension of our export privileges, which would have a material adverse effect on us.

General Risks

Our future success depends to a significant degree upon the continued contributions of our management team and technical personnel.

The loss of members of our management team could have a material and adverse effect on our business.

Future terror attacks, war, or other civil disturbances could negatively impact our business.

Terrorist attacks world-wide have caused instability from time to time in global financial markets and the aviation industry.

The long-term effects of terrorist attacks on us are unknown.

These attacks and the U.S.

government’s continued efforts against terrorist organizations may lead to additional armed hostilities or to further acts of terrorism and civil disturbance in the U.S.

or elsewhere, which may further contribute to economic instability.

If we fail to meet expectations of securities analysts or investors due to fluctuations in our sales or operating results, our stock price could decline significantly.

Our sales and earnings may fluctuate from quarter to quarter due to a number of factors, including delays or cancellations of programs and the impacts of the ongoing COVID-19 pandemic.

It is likely that in some future quarters our operating results may fall below the expectations of securities analysts or investors.

In this event, the trading price of our stock could decline significantly.

Our stock price is volatile.

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• the cancellation of major contracts or programs with our customers;

• impacts of the COVID-19 pandemic on the aerospace industry and our Company.

In addition, the stock market in general, and the market prices for companies in the aerospace and defense industry in particular, have experienced significant price and volume fluctuations that often have been unrelated to the operating performance of the companies affected by these fluctuations.

These broad market fluctuations may adversely affect the market price of our common stock, regardless of our operating performance.

These broad market fluctuations may adversely affect the market price of our

common stock, regardless of our operating performance.

Global health crises, such as the current COVID-19 pandemic, with the breadth of its impact worldwide, and particularly on the aerospace industry, could also cause significant volatility in the market price.

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