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You should review carefully the risk factors listed in "Item 1A.
−Removed: Risk Factors" in our 2019 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission and the risk factors below related to the impact of COVID-19.
+Added: Risk Factors" in our 2020 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission.
We do not assume an obligation to update any forward-looking statement.
−Removed: The full effect of the COVID-19 pandemic on our business is currently unknown but it may adversely affect our business and operating results.
−Removed: The full impacts of the global emergence of COVID-19 on our business and financial results remain unknown.
−Removed: We continue to conduct business with modifications to our manufacturing production levels, mill and distribution center housekeeping and cleanliness protocols, employee travel, employee work locations, and virtualization or cancellation of certain sales and marketing events, among other modifications.
−Removed: Companies and various governmental agencies have taken precautionary and preemptive actions to address COVID-19, and further actions may yet be taken that alter our normal business operations as well as those in our industry.
−Removed: Department of Homeland Security (DHS) has continued to designate the forest products industry, and thereby wood products manufacturing and building materials distribution, as part of the Essential Critical Infrastructure Workforce.
−Removed: However, state and local agencies are not mandated to follow the DHS designations, and in certain geographies across the U.S., additional restrictions have been imposed that further limit or preclude residential construction activity.
−Removed: Furthermore, a re-acceleration of COVID-19 cases could prompt state or local officials to reinstitute restrictions that could limit or constrain building activity.
−Removed: All of our manufacturing and distribution facilities are operating, but we have experienced periodic disruptions at many locations due to COVID-19.
−Removed: We may be required to implement temporary curtailments and to operate both manufacturing and distribution facilities at reduced levels, which would result in negative impacts on our business, financial condition, results of operations, and cash flows.
−Removed: In addition, the economic consequences of COVID-19 may adversely affect the pace of household formation rates and residential repair-and-remodeling activity due to high unemployment rates, lower wages, reduced consumer confidence, prospective home buyers' lack of ability to view homes in person, homebuyers' access to and cost of financing, and housing affordability, as well as other factors.
−Removed: We continue to actively monitor evolving developments and may take actions that alter our business operations as may be required by federal, state or local authorities, or that we determine are in the best interests of our associates, customers, suppliers, and stockholders.
−Removed: A material disruption at one of our manufacturing facilities could prevent us from meeting customer demand, including the demand from our Building Materials Distribution business, reduce our sales, and/or negatively affect our financial results.
−Removed: Any of our manufacturing facilities, or any of our machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including but not limited to:
−Removed: • labor difficulties, including the inability to staff our facilities due to the COVID-19 outbreak;
−Removed: • equipment failure, particularly a press at one of our major EWP production facilities;
−Removed: • fires, floods, earthquakes, hurricanes, or other catastrophes;
−Removed: • unscheduled maintenance outages;
−Removed: • utility, information technology, telephonic, and transportation infrastructure disruptions;
−Removed: • other operational problems;
−Removed: • ecoterrorism or threats of ecoterrorism.
−Removed: Any downtime or facility damage could prevent us from meeting customer demand for our products and/or require us to make unplanned capital expenditures.
−Removed: If our machines or facilities were to incur significant downtime, our ability to satisfy customer requirements would be impaired, resulting in lower sales and net income.
−Removed: Because approximately 60% of our Wood Products sales in 2019 were to our Building Materials Distribution business, a material disruption at our Wood Products facilities would also negatively affect our Building Materials Distribution business.
−Removed: We are therefore exposed to a larger extent to the risk of disruption to our Wood Products manufacturing facilities due to our vertical integration and the resulting impact on our Building Materials Distribution business.
−Removed: In addition, a number of our suppliers are subject to the manufacturing facility disruption risks noted above.
−Removed: Our suppliers' inability to produce the necessary raw materials for our manufacturing processes or supply the finished goods that we distribute through our Building Materials Distribution segment would adversely affect our results of operations, cash flows, and financial position.
−Removed: Our long-lived assets, goodwill, and/or intangible assets may become impaired, which may require us to record non-cash impairment charges that could have a material impact on our results of operations.
−Removed: We review the carrying value of long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
−Removed: We also test goodwill in each of our reporting units and intangible assets with indefinite lives for impairment annually in the fourth quarter or sooner if events or changes in circumstances indicate that the carrying value of the asset may exceed fair value.
−Removed: To the extent that long-lived assets, goodwill, and/or intangible assets do not provide the future economic benefit we expect, it may result in non-cash impairment or accelerated depreciation charges.
−Removed: These non-cash impairments or accelerated depreciation charges could have a material impact on our results of operations in the period in which these charges are recognized.
−Removed: Future events or circumstances such as sustained negative economic impact of the COVID-19 pandemic, declines in single-family housing starts, environmental regulations or restrictions, sustained periods of weak commodity prices, loss of key customers, capacity additions by competitors, changes in the competitive position of our products, or changes in raw materials or manufacturing costs that lead us to believe the long-lived asset will no longer provide a sufficient return on investment, could prompt decisions to invest capital differently than expected, sell facilities, or to curtail operations.
−Removed: Any of these factors, among others, could result in non-cash impairment or accelerated depreciation charges in the future with respect to the book value of certain assets and past investments we have made.
−Removed: Adverse market conditions, including the inability of our customers to conduct operations due to the COVID-19 pandemic, may increase the credit risk from our customers.
−Removed: Our Building Materials Distribution and Wood Products segments extend credit to numerous customers who are generally susceptible to the same economic business risks as we are, including the COVID-19 pandemic outbreak.
−Removed: Unfavorable market conditions or the inability of our customers to conduct operations due to the COVID-19 pandemic could result in financial failures of one or more of our significant customers.
−Removed: Furthermore, we may not necessarily be aware of any deterioration in our customers' financial position.
−Removed: If our customers' financial positions become impaired, our ability to fully collect receivables from such customers could be impaired and negatively affect our operating results, cash flow, and liquidity.
−Removed: Product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers could affect our financial health.
−Removed: Our ability to offer a wide variety of products to our Building Materials Distribution customers is dependent upon our ability to obtain adequate product supply from manufacturers and other suppliers.
−Removed: In most instances, the commodity products we sell are obtainable from various sources and in sufficient quantities with our customers purchasing decision focused primarily on price and availability.
−Removed: In the case of the general line and EWP products that we distribute, brand preference and product performance characteristics can have a high degree of influence on our customers purchasing decision.
−Removed: Supply chains, including key products purchased from our suppliers, may be disrupted during a pandemic outbreak such as COVID-19.
−Removed: In addition, although we have agreements in place with many of our suppliers, such agreements are generally terminable by either party on relatively short notice.
−Removed: The loss of, or a substantial decrease in the availability of, products from our suppliers or the loss of key supplier arrangements could adversely impact our financial condition, operating results, and cash flows.
−Removed: Our manufacturing operations may have difficulty obtaining wood fiber at favorable prices or at all.
−Removed: Wood fiber is our principal raw material, which accounted for approximately 40% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2019.
−Removed: Our primary source of wood fiber is logs.
−Removed: Log prices have been historically cyclical in response to changes in domestic and foreign demand and supply.
−Removed: Availability of harvested logs and fiber may be limited by pandemics, fire, insect infestation, disease, ice storms, windstorms, hurricanes, flooding, and other natural and man-made causes, thereby reducing supply and increasing prices.
−Removed: Sustained periods of high log costs may impair the cost competitiveness of our manufacturing facilities.
−Removed: We also purchase OSB, which is used as the vertical web to assemble I-joists, from a supplier with multiple locations throughout North America.
−Removed: OSB accounted for approximately 5% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2019.
−Removed: Wood fiber also includes, to a lesser extent than OSB, lumber purchased from third parties for I-joist production at our Canadian EWP facility and for production at our laminated beam plant in Idaho.
−Removed: Availability of these supplies may be limited due to the inability of our vendors to conduct operations due to the COVID-19 pandemic.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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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.