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The Company’s business is subject to a number of risks, some of which are beyond its control.
−Removed: In addition to the other information set forth in this Quarterly Report on Form 10-Q, the Company’s shareholders should carefully consider the risk factors discussed in Part I, Item 1A “Risk Factors” of the Company’s 2019 Form 10-K, as amended by Part II, Item 1A, “Risk Factors” of the Company’s Quarterly Reports on Form 10-Q filed on May 6, 2020 and August 5, 2020.
+Added: In addition to the other information set forth in this Quarterly Report on Form 10-Q, the Company’s shareholders should carefully consider the risk factors discussed in Part I, Item 1A “Risk Factors” of the 2020 Form 10-K.
These risk factors could have a material adverse effect on the Company’s business, results of operations, financial condition and/or liquidity and could cause our operating results to vary significantly from period to period.
−Removed: In light of recent developments relating to the COVID-19 pandemic, the Company is supplementing the risk factors previously disclosed in Part I, Item 1A, “Risk Factors” in our 2019 Form 10-K, as amended by Part II, Item 1A, “Risk Factors” of the Company’s Quarterly Reports on Form 10-Q filed on May 6, 2020 and August 5, 2020, to include the following risk factor:
−Removed: RISK RELATED TO COVID-19
−Removed: The Company’s business has been and is expected to continue to be negatively impacted by the ongoing coronavirus (COVID-19) pandemic.
−Removed: As a result of the COVID-19 pandemic, the Company has experienced and can be expected to continue to experience disruptions to its business, its operations, the delivery of its products and customer demand for its products, including the following:
−Removed: The Company has operations in Shanghai and Dongguan, China that were adversely affected by the impact of COVID-19.
−Removed: The virus interfered with the ability of Company employees and suppliers to conduct business.
−Removed: We source approximately 10% of our products and components from China.
−Removed: As a result of government mandated shutdowns at the Company’s and its suppliers’ factories in China, many of the products ordered were delayed by approximately 4 to 6 weeks, which resulted in corresponding delays in delivery of the Company’s products to its customers.
−Removed: These delays had an adverse impact on our business, operations, fulfillment of production requirements and operating results.
−Removed: There may be similar delays in the future as a result of the COVID-19 pandemic, which may have an adverse impact on our business, operations, fulfillment of production requirements and operating results.
−Removed: On March 11, 2020, the World Health Organization declared the rapidly spreading COVID-19 outbreak to be a global pandemic, and shortly thereafter government authorities in the United States began closing non-essential business.
−Removed: The majority of the Company’s businesses are considered essential and have remained open but are operating at reduced levels.
−Removed: This reduction in operations has exacerbated delays in delivery of customer orders and, to the extent we continue to operate at reduced levels, is likely to cause further delays.
−Removed: Any sustained reduction in operations could impair the Company’s ability to meet production requirements in a timely manner or at all.
−Removed: These effects have had and are likely to continue to have an adverse impact on the Company’s business, financial condition and operating results.
−Removed: Many of the Company’s customers in both automotive and non-automotive industries experienced varying degrees of shutdowns beginning in the last week of March 2020, with some of these customers tentatively expected to begin reopening as soon as May 4, 2020.
−Removed: These temporary shutdowns have had and, for so long as they remain in place, are likely to continue to have, an adverse impact on demand for our products.
−Removed: A sustained decrease in demand would negatively impact our business, financial condition and operating results.
−Removed: In addition, the COVID-19 pandemic has had and may continue to have an adverse impact on the operations, financial results and finances of many of our customers, which has impacted and could continue to impact customer payment cycles and payments due from customers.
−Removed: The broader economic impact of the COVID-19 pandemic, including any resurgences, may result in unfavorable operating earnings and cash flow generation in the months to follow.
−Removed: Current global economic conditions are highly volatile due to the COVID-19 pandemic, resulting in economic slowdowns that have caused and are likely to continue to cause contractions in some or all of the markets we serve, which has led to and is likely continued to lead to decreased demand for the Company’s products, which in turn is expected to negatively impact the Company’s financial condition and operating results.
−Removed: Other macroeconomic factors also remain dynamic, and any causes of market size contraction, including economic uncertainty related to the United Kingdom’s exit from the European Union, and overall economic slowdowns, could reduce the Company’s sales or erode operating margin, in either case reducing earnings.
−Removed: In addition, volatile global economic conditions may cause foreign exchange rate fluctuations, which could result in increases or decreases in earnings and may adversely affect the value of the Company’s assets outside the United States.
−Removed: Increased pricing in response to fluctuations in foreign currency exchange rates may offset portions of the currency impacts but could also have a negative impact on demand for the Company’s products, which would affect sales and profits.
−Removed: Exchange rate fluctuations could also increase pricing pressure and impair the ability of the Company’s products to compete with products imported from regions with favorable exchange rates.
−Removed: Shutdowns or other restrictions imposed to slow the spread and resurgence of COVID-19 have impacted and may continue to impact the prices and availability of certain of the raw materials used in the production of the Company’s products, which could impair the Company’s ability to procure the required raw materials for its operations or increase the cost of manufacturing its products.
−Removed: If the price of raw materials increases, the Company may be unable to pass these increases on to its customers and could experience reductions to its profit margins.
−Removed: Also, any decrease in the availability of raw materials could impair the Company’s ability to meet production requirements in a timely manner or at all.
−Removed: The Company’s management has been focused on mitigating the impact of the COVID-19 pandemic on our employees and operations, which has required and will continue to require a substantial investment of time and resources.
−Removed: This has resulted and can be expected to continue to result in a diversion of management attention and resources away from strategic, initiatives, new business opportunities, potential acquisitions, and the overall profitability of our business, and the Company cannot predict how long this may continue.
−Removed: The economic downturn has resulted and could continue to result in the carrying value of goodwill or other intangible assets exceeding their fair value, which has required and could continue to require the Company to recognize asset impairment.
−Removed: To the extent the Company draws under the revolving portion of the Credit Agreement, debt of the Company would increase.
−Removed: Such an increase in indebtedness could adversely affect the Company’s financial results or ability to incur additional debt and could negatively impact credit ratings.
−Removed: The continuing impact of the COVID-19 pandemic, including any resurgences, could also negatively impact the Company’s compliance with the financial covenants under the Credit Agreement or the interest rate of borrowings under the Credit Agreement.
−Removed: In addition, as a result of the risks described above, the Company may in the future be required to raise additional debt or equity financing, and the availability, terms and cost of such financing would depend on, among other things, global economic conditions, conditions in the global financing markets, trading prices of the Company’s common stock, the credit ratings of the Company, and the outlook for the industries in which the Company operates, all of which could be negatively impacted by the COVID-19 pandemic, including the extent of any resurgences.
−Removed: There can be no assurance that such financing would be available on acceptable terms, in sufficient quantities, or at all.
−Removed: Pension plan funded status, the ratio of plan assets over plan liabilities, is largely influenced by current market conditions.
−Removed: To the extent asset returns and interest rates, which are used to discount future plan benefits, change from prior measurement periods, the plan’s funded ratio has the potential to change significantly.
−Removed: The COVID-19 pandemic continues to evolve rapidly, and additional material impacts and disruptions are likely to occur.
−Removed: The factors described above, which may worsen, and other factors that the Company cannot predict, can be expected to have a material adverse impact on the business, operations, financial results and capital resources of the Company.
−Removed: The ultimate impact of the COVID-19 pandemic on the Company is highly uncertain and subject to change and will depend on future developments, which cannot be accurately predicted, including, but limited to:
−Removed: (i) the duration of the pandemic, including:
−Removed: (a) the extent of any resurgences particularly in those regions that were previously impacted, bur are now reopening, (b) new outbreaks in the regions previously unaffected and (c) how quickly and to what extent normal economic activity can resume;
−Removed: (ii) additional or modified government actions;
−Removed: (iii) the timing of the development and distribution of an effective vaccine or treatments for COVID-19;
−Removed: (iv) new information that may emerge concerning the severity and impact of the COVID-19 pandemic and (v) the actions taken to contain COVID-19 pandemic or address its impact in the short and long term, among others.
−Removed: We do not yet know and cannot predict the full extent of potential impacts on the business, operations, financial results and capital resources of the Company.
−Removed: In addition, any of the risks and uncertainties set forth in Part I, Item 1A of the 2019 Form 10-K, as amended by Part II, Item 1A of the Company’s Quarterly Reports on Form 10-Q filed on May 6, 2020 and August 5, 2020, can be expected to be further heightened by the COVID-19 pandemic and have a material adverse effect on the Company’s business, prospects, financial condition, results of operations and capital resources.
−Removed: The Company may also disclose changes to risk factors or disclose additional risk factors from time to time in its future filings with the SEC.
+Added: As of April 3, 2021, there have been no material changes to the risk factors disclosed in the 2020 Form 10-K.
+Added: The Company may disclose changes to such risk factors or disclose additional risk factors from time to time in its future filings with the SEC.
Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its business, financial condition, or operating results.
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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.