What changed in this filing

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Item 1A. Risk Factors

2021-12-08 compared with 2021-09-09 · 66 added, 7 removed, 10 unchanged (88% of the section changed)

3 unchanged sentences

We obtain hardware components, various subsystems and systems from a limited group of suppliers, some of which are sole source suppliers.

Although we hold long term non-binding contracts with certain key suppliers that establishes pricing, minimizes lead times and to some degree mitigates risk, we do not have long-term agreements with all suppliers that obligate them to continue to sell components, products required to build our systems or products to us.

Although we hold long term non-binding contracts with certain key suppliers that establishes

pricing, minimizes lead times and to some degree mitigates risk, we do not have long-term agreements with all suppliers that obligate them to continue to sell components, products required to build our systems or products to us.

Our reliance on suppliers without long term non-binding contracts involves significant risks and uncertainties, including whether our suppliers will provide an adequate supply of required components or products of sufficient quality, will increase prices for the components or products and will perform their obligations on a timely basis.

1 unchanged sentence

Particularly, the market for electronic components is experiencing increased demand and a global shortage of semiconductors, creating substantial uncertainty regarding our suppliers’ ongoing timely delivery of these components to us.

In the quarter ended July 31, 2021, we continued to experience delays in receiving of certain electronic components for our TMS product line resulting from the global shortage, which caused short term delays in production and negatively affected our revenue for the period.

Should such shortages continue or additional shortages occur and we are unable to obtain components from third party suppliers in the quantities and of the quality that we require, on a timely basis and at acceptable prices, then we may be impaired in our ability to execute development programs on schedule or deliver products on a timely or cost effective basis to our customers.

Shortages in components for our products and delays in obtaining components for our products could cause customers to terminate their contracts with us, increase our costs and seriously harm our business, results of operations and financial condition.

In the quarter ended October 30, 2021, we experienced delays in receiving of certain electronic components for our product lines resulting from the global shortage and began experiencing delays in receiving other components for our products, which caused delays in production and development programs and negatively affected our revenue and results for the period and could negatively impact our revenue and results in future periods.

We expect shortages in certain critical components to continue through at least the remainder of our fiscal year 2022.

Should such shortages of components continue or additional shortages occur and we are unable to obtain components from third party suppliers in the quantities and of the quality that we require, on a timely basis and at acceptable prices, then we may be impaired in our ability to execute development programs on schedule or deliver products on a timely or cost-effective basis to our customers.

Shortages in components for our products and delays in obtaining components for our products could cause customers to terminate their contracts with us, delay orders from us or cause us to delay accepting orders, negatively impact our ability to win new programs and/or contracts, negatively impact and disrupt our development programs, increase our costs and seriously harm our business, results of operations and financial condition.

Moreover, if any of our suppliers become financially unstable, or otherwise unable or unwilling to provide us with raw materials or components, then we may have to find new suppliers.

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Even if we identify alternate suppliers, we may experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing and other costs to establish such alternative sources, are required to redesign our products and to complete additional quality control procedures.

We cannot predict if we will be able to obtain replacement components within the time frames that we require at an affordable cost, if at all.

In particular, governmental measures responsive to the global COVID-19 pandemic have disrupted manufacturing and some supply chains, including our supply chain, which has had, and is expected to continue to have, a significant impact, both direct and indirect, on businesses and commerce worldwide.

Although we have not yet seen significant delays from our suppliers generally, and we keep stock of all our raw materials and other product components with long lead times to assist in the event that our supply chain is disrupted, if the COVID-19 outbreak continues and results in a prolonged period of commercial and/or governmental restrictions, this may impact our ability to obtain certain raw materials and certain components used in the manufacture of our products and in our development programs.

We have experienced increased costs for components, as well as increased shipping, warehousing and inventory costs.

We cannot predict the extent to which these costs will continue and/or continue to increase or if we will be able to obtain replacement components within the time frames that we require at an affordable cost, if at all.

We have experienced delays in obtaining certain key components and while we have sought to keep stock of all our raw materials and other product components with long lead times to assist in the event that our supply chain is disrupted, the prolonged outbreak of COVID-19 and the related global supply chain shortages have depleted our on-hand stock of certain components and continues to deplete our reserves of other components, which if the COVID-19 outbreak continues and results in an additional commercial and/or governmental restrictions, may continue to impact our ability to obtain certain raw materials and certain components used in the manufacture of our products and in our development programs.

A decline in the U.S.

and other government budgets, changes in spending or budgetary priorities, or delays in contract awards may significantly and adversely affect our future revenue.

Because we generate a significant portion of our total sales, including our small and medium UAS and TMS sales, from the U.S.

government and its agencies, our results of operations could be adversely affected by government spending caps or changes in government budgetary priorities, as well as by delays in the government budget process, program starts, or the award of contracts or orders under existing contracts.

As a result, our business may be impacted due to shifts in the political environment and changes in the government and agency leadership positions under the new U.S.

administration.

We cannot assure you that current levels of congressional funding for our products and services will continue and that our business will not decline.

If annual budget appropriations or continuing resolutions are not enacted timely, we could face U.S.

government shutdowns, which could adversely impact our programs and contracts with the U.S.

our ability to receive timely payment from U.S.

government entities and our ability to timely obtain export licenses for our products to fulfill contracts with our international customers.

Additionally, there is a possibility that political decisions made by the new U.S.

administration, such as changes in prior military commitments, including the withdrawal from Afghanistan, or an impasse on policy issues, could impact future spending and program authorizations, which may not increase or may decrease or shift to programs in areas in which we do not provide products or services or are less likely to be awarded contracts.

Such changes in spending authorizations and budgetary priorities may occur as a result of shifts in spending priorities from defense-related and other programs due to, among other factors, competing demands for federal funds and the number and intensity of military conflicts.

Military transformation and changes in overseas operational levels may affect future procurement priorities and existing programs, which could limit demand for our UAS.

With the inception of the global war on terror, operational activity in the US-CENTCOM combatant command area of operations led to broad deployment and increased demand for UAS and TMS products, training and spares.

Over the course of the prior six years, the tempo of Department of Defense counterinsurgency operations receded, reducing demand for certain of our small UAS and TMS products, training and spares from prior levels.

We cannot predict whether the reduction in overseas operational levels will continue, how future procurement priorities related to defense transformation will be impacted or how changes in the threat environment will impact opportunities and competition for our UAS and TMS products and our ISR services, in terms of existing, additional or replacement programs.

If defense transformation or overseas operations slow down further or cease in key operational areas, then our business, financial condition and results of operations could be impacted negatively.

In the past 18 months, the operations tempo in the U.S.

Department of Defense both of training and deployments, both domestically and overseas, has reduced as a result of the COVID-19 pandemic.

This has negatively affected demand for spares, repairs, and replacement product ordinarily required for the operation and maintenance of our UAS products.

We cannot predict whether this reduction in demand will continue and to the extent it may cause an adverse impact on our results of operations.

We face various risks related to the COVID-19 novel coronavirus pandemic and similar public health crises which may adversely impact our business.

In December 2019, a novel strain of a virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which causes coronavirus disease, or COVID-19, was reported to have surfaced in Wuhan, China, and has reached multiple other regions and countries, including the United States and, more specifically, Southern California, where our primary operations are located.

The coronavirus pandemic is evolving, and to date has led to the implementation of various responses and evolving public health safety measures.

Although our operations have mostly continued uninterrupted during the COVID-19 outbreak, adoption of work from home protocols, social distancing measures in the workplace, international travel restrictions, vaccine mandates and other responsive actions have required certain changes to our operations.

In particular, additional surges in infection rates and resulting travel disruptions, quarantine requirements or other similar logistics restrictions, may further reduce our and our customers’ capabilities to travel, domestically and internationally, which may impact our ability to perform certain contracts, develop and renew contracts, or market our products, or could otherwise disrupt portions of our business and have a material adverse effect on our results of operations.

Further, the applicability of a vaccine requirement to our workforce has been met with varying levels of support and resistance, creating tensions in an already competitive labor market.

Global health concerns, such as the coronavirus pandemic, could result in social, economic and labor instability in the countries in which we or the third parties with whom we engage operate.

It is not currently possible to ascertain the overall impact of the COVID-19 outbreak, if any, on our business.

The extent to which COVID-19 impacts on our business, financial condition and results of operations and those of our third party partners will depend on future developments as to the geographic presence of COVID-19, new and potentially more contagious variants of the SARS-CoV-2 virus, rates of vaccination, government and healthcare responses to such spread including the duration of the outbreak, new information that may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others, which remain highly uncertain.

We cannot presently predict the scope and severity of existing and other potential business disruptions, but if we or any of the third parties with whom we engage, including suppliers and other third parties with whom we conduct business, were to experience prolonged shutdowns or other business disruptions, including a slowdown in the effectiveness of our workforce due to illness or otherwise, our ability to conduct our business in the manner presently planned could be materially and negatively impacted.

The COVID-19 outbreak has caused delays in the timing of our customers’ awarding of contracts to us, which has begun to have some negative impact on our business for fiscal year 2022;

there can be no assurances that any further delays would not have a material adverse impact on our business and results of operations in the future.

The COVID-19 pandemic could also cause delays or limits in the ability of our customers to make timely payments to us.

Additionally, our government customers may have more limited resources available to purchase our products due to deteriorating economic conditions or due to the diversion of resources to other budget priorities, including efforts to address the COVID-19 pandemic.

The future progression of the COVID-19 outbreak and its resulting effects on our business, financial condition and results of operations are uncertain and are continuing to be assessed.

Based on current projections, there is a substantial risk that we may be in violation of the financial covenants under our credit agreement which could have a material adverse effect on our business and results of operations.

Based upon our current projections, there is a substantial risk that we may be in violation of the financial covenants of our credit agreement during the fiscal quarter ending January 29, 2022 if we do not make a prepayment to reduce the outstanding balance of our outstanding loan or obtain an amendment to the credit agreement to remain in compliance with the covenants.

While we are in discussions with the lender regarding obtaining an amendment, there can be no assurance that we will be successful in negotiating a mutually acceptable amendment to the credit agreement.

If we are required to make a prepayment in order to stay in compliance with the credit agreement, our business and operations could be negatively affected.

If we are unable to make a prepayment or enter into an amendment to the credit agreement to remain in compliance with the covenants, an event of default may occur under the credit agreement, upon the occurrence of which, the lenders may cease making future loans under the agreement and may declare all amounts owing under the credit agreement to be immediately due and payable which would adversely affect our business and results of operations.

We must recruit and retain highly-skilled employees to succeed in our competitive business.

We depend on our ability to recruit and retain employees who have advanced engineering and technical services skills and who work well with our customers.

These employees are in great demand and are likely to remain a limited resource in the foreseeable future.

If we are unable to recruit and retain a sufficient number of these employees, then our ability to maintain our competitiveness and grow our business could be negatively affected.

In addition, because of the highly technical nature of our products, the loss of any significant number of our existing engineering personnel could have a material adverse effect on our business and operating results.

Moreover, some of our U.S.

government contracts contain provisions requiring us to staff a program with certain personnel the customer considers key to our successful performance under the contract.

In the event we are unable to provide these key personnel or acceptable substitutes, the customer may terminate the contract.

We have experienced shortages of skilled employees that has negatively affected our progress on development programs and our results of operations.

We cannot predict the extent to which these shortages will continue or the extent to which they could negatively impact our development programs and results of operations in future periods.

A recent executive order issued by President Biden generally requires that employees of U.S.

government contractors receive COVID-19 vaccinations, unless an employee requests and receives a medical or religious accommodation.

While the loss of certain employees due to this vaccine mandate has not had a significant impact on our operations to date, our ability to recruit skilled employees in the future may be negatively impacted by the vaccine mandate.

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