What changed in this filing

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Item 1A. Risk Factors

2024-03-12 compared with 2023-03-14 · 82 added, 93 removed, 166 unchanged (51% of the section changed)

4 unchanged sentences

This section should be read in conjunction with Part II, Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and the consolidated financial statements and accompanying notes in Item 8, Financial Statements and Supplementary Data of this Form 10-K.

Risks Related to Our Business

Our financial and operating performance has been and may continue to be adversely affected by COVID-19 pandemic and the resulting economic conditions, including inflation, rising interest rates, and potential recessionary pressures, and may be adversely affected by future developments with respect to this or another epidemic.

As a result of the COVID-19 pandemic and its impact on economic conditions, the Company has experienced and could continue to experience disruptions to its business, its operations, the delivery of its products and customer demand for its products, including the following:

The broader economic impact of the COVID-19 pandemic, including resurgences, may continue to result in unfavorable operating earnings and cash flow generation in the months to follow.

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 the markets we serve.

This has led to and may continue to lead to decreased demand for the Company’s products, which in turn has negatively impacted, and may continue to negatively impact, the Company’s financial condition and operating results.

Other macroeconomic factors also remain dynamic, and any causes of market size contraction, and overall economic slowdowns could reduce the Company’s sales or erode operating margin, in either case reducing earnings.

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.

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.

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.

Supply shortages and supply chain disruptions originally triggered by shutdowns and 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 and components used in the production of the Company’s products, which could impair the Company’s ability to procure the required raw materials and components for its operations or increase the cost of manufacturing its products.

The Company may be unable to pass increases in the cost of raw materials and components on to its customers and could experience reductions to its profit margins.

Also, any decrease in the availability of raw materials and components could impair the Company’s ability to meet production requirements in a timely manner or at all.

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.

To the extent the Company draws under the revolving portion of the Credit Agreement, debt of the Company would increase.

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.

The continuing economic 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.

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, and related economic effects, including inflation, rising interest rates, and potential recessionary pressures.

There can be no assurance that such financing would be available on acceptable terms, in sufficient quantities, or at all.

Pension plan funded status, the ratio of plan assets over plan liabilities, is largely influenced by current market conditions.

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.

Any of the foregoing effects of the COVID-19 pandemic and resulting economic conditions, if it persists, worsens or recurs, or the future occurrence of any other epidemic, could have a material adverse effect on the Company’s business, financial condition and results of operations.

Indebtedness may affect our business and may restrict our operating flexibility.

As of December 31, 2022, the Company had $64,147,000 in total consolidated indebtedness.

Subject to restrictions contained in the Credit Agreement, the Company may incur additional indebtedness in the future, including indebtedness incurred to finance acquisitions.

The level of indebtedness and servicing costs associated with that indebtedness could have important effects on our operation and business strategy.

For example, the indebtedness could:

Place the Company at a competitive disadvantage relative to the Company’s competitors, some of which have lower debt service obligations and greater financial resources;

Limit the Company’s ability to borrow additional funds;

Limit the Company’s ability to complete future acquisitions;

Limit the Company’s ability to pay dividends;

Limit the Company’s ability to make capital expenditures;

Increase the Company’s vulnerability to general adverse economic and industry conditions.

The Company’s ability to make scheduled principal payments, to pay interest on, or to refinance our indebtedness and to satisfy other debt obligations will depend upon future operating performance, which may be affected by factors beyond the Company’s control.

In addition, there can be no assurance that future borrowings or the issuance of equity would be available to the Company on favorable terms for the payment or refinancing of the Company’s debt.

If the Company were unable to service its indebtedness, the business, financial condition, and results of operation would be materially adversely affected.

The Credit Agreement contains covenants requiring the Company to achieve certain financial and operations results and maintain compliance with specified financial ratios.

The Company’s ability to meet the financial covenants or requirements in the Credit Agreement may be affected by events beyond our control, and the Company may not be able to satisfy such covenants and requirements.

The Credit Agreement also contains a number of restrictive covenants that could adversely affect the Company’s ability to operate its business.

These covenants restrict, among other things, the Company’s ability to:

Merge with or into another company or sell assets;

Incur additional indebtedness;

Make investments or guarantee indebtedness of another person or entity;

Pay dividends, make distributions or repurchase equity;

Engage in certain transactions with affiliates;

Make certain changes to the Company’s business.

A breach of these covenants or the Company’s inability to comply with the financial ratios, tests or other restrictions contained in our Credit Agreement could result in an event of default under the Credit Agreement.

Upon the occurrence of an event of default under the Credit Agreement and/or the expiration of any grace periods, the lenders could elect to declare all amounts outstanding under our credit facility, together with accrued interest, to be immediately due and payable.

If this were to occur, the Company’s assets may not be sufficient to fully repay the amounts due under our credit facility or the Company’s other indebtedness.

The phaseout of the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with a different reference rate such as SOFR, may adversely affect interest rates.

Central banks around the world, including the FRB, are working to implement the transition from the London Interbank Offered Rate (“LIBOR”) to replacement benchmarks including the Secured Overnight Financing Rate (“SOFR”) in the United States.

The ICE Benchmark Administration (the “IBA”) ceased publication of all settings of non-US dollar LIBOR and the one-week and two-month U.S.

dollar LIBOR settings on December 31, 2021, with the publication of the remaining U.S.

dollar LIBOR settings scheduled to be discontinued after June 30, 2023.

The Adjustable Interest Rate Act (the “LIBOR Act”), which was signed into law on March 15, 2022, provided a replacement framework for outstanding financial contracts tied to LIBOR once LIBOR ceases to be published.

The LIBOR Act provides a statutory mechanism and safe harbor that applies on a nationwide basis to replace LIBOR with a benchmark rate, selected by the Federal Reserve Board based on SOFR, for certain contracts that reference LIBOR and contain no or insufficient fallback provisions.

The LIBOR Act preempts and supersedes any state or local law, statute, rule, regulation, or standard relating to the selection or use of a benchmark replacement or related changes and allows parties that already have effective fallback provisions to opt out of the legislation.

On December 16, 2022, the Federal Reserve adopted a final rule implementing the LIBOR Act that, among other things, identifies the applicable SOFR-based benchmark replacements under the LIBOR Act for various contact types.

The difference between LIBOR and SOFR is that LIBOR is a forward-looking rate which means the interest rate is set at the beginning of the period with payment due at the end.

SOFR is a backward-looking overnight rate which has implications for how interest and other payments are based.

The change from LIBOR to SOFR may adversely affect interest rates and result in higher borrowing costs.

The effect of this change is still unknown and could materially and adversely affect the Company’s results of operations, cash flows and liquidity.

Risks Related to Competition and Global Operations

The Company’s business is subject to risks associated with conducting business overseas.

International operations could be adversely affected by changes in political and economic conditions, trade protection measures, restrictions on repatriation of earnings, differing intellectual property rights and changes in regulatory requirements that restrict the sales of products or increase costs.

International operations have been and could in the future be adversely affected by changes in political and economic conditions, trade protection measures, restrictions on repatriation of earnings, differing intellectual property rights and changes in regulatory requirements that restrict the sales of products or increase costs.

Changes in exchange rates between the U.S.

dollar and foreign currencies could result in increases or decreases in earnings and may adversely affect the value of the Company’s assets outside the United States.

Some of the Company’s competitors import products from Asia and Latin America that benefit from favorable currency exchange rates and lower cost labor, which has created downward pricing pressure with respect to the Company’s products that is likely to continue.

Exchange rate fluctuations have at times and could in the future exacerbate this pricing pressure and impair the ability of the Company’s products to compete with products imported from regions with favorable exchange rates.

The Company’s operations are also subject to the effects of international trade agreements and regulations.

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Supply chain disruptions, delays in production, and forecast inaccuracies have affected and could continue to affect our ability to meet customer demand, lead to higher costs, result in excess inventory, and could have an adverse effect on our results of operations and financial condition.

Raw materials needed to manufacture products are obtained from numerous suppliers.

Raw materials needed to manufacture the Company’s products are obtained from numerous suppliers.

Under normal market conditions, these raw materials are readily available on the open market from a variety of producers.

However, from time to time, the prices and availability of these raw materials fluctuate due to the impact of inflation, as well as changes in existing and expected rates of inflation, which could impair the Company’s ability to procure the required raw materials for its operations or increase the cost of manufacturing its products.

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.

Additionally, 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.

However, from time to time, the prices and availability of these raw materials fluctuate due to changes in existing and expected rates of inflation, which could impair the Company’s ability to procure the required raw materials for its operations or increase the cost of manufacturing its products.

For example, supply shortages and supply chain disruptions originally triggered by shutdowns and other restrictions imposed to slow the spread and resurgence of COVID-19 impacted the prices and availability of certain raw materials and components used in the production of the Company’s products.

The Company may be unable to pass all of these price increases on to its customers and could experience reductions in its profit margins.

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.

Similarly, any prolonged interruption in service by one of our key component suppliers could have a material adverse effect on our business, results of operations and financial condition.

Additionally, we may not be able to establish additional or replacement suppliers for such components within a reasonable period of time, or on commercially reasonable terms, if at all, which could result in delays or interruptions in our operations, which in turn would adversely affect our business, results of operations and financial condition.

The Company faces active global competition and if it does not compete effectively, its business may suffer.

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To remain profitable and defend market share, the Company must continue to offer high quality custom engineered products on a timely basis, develop new products or update existing products to compete with new or updated products introduced by competitors, deploy internal engineering resources, maintain cost-effective manufacturing capabilities through its wholly owned Asian subsidiaries, expand its product lines through product development and acquisitions, and maintain sufficient inventory for fast turnaround of customer orders.

Additionally, technological developments and enhancements of products and services offerings in our industry may require an expanded use of artificial intelligence (“AI”) and machine learning;

if we are unable to keep pace with the rate of these and other developments, our ability to effectively compete could be adversely affected.

We expect the level of competition to remain high in the future, which, if not effectively matched or exceeded, could limit our ability to maintain or increase our profitability.

The Company may not be able to compete effectively on all these fronts and with all its competitors, and the failure to do so could have a material adverse effect on its sales and profit margins.

In addition, the Company may have to reduce prices on its products and services, or make other concessions, to stay competitive and retain market share.

Furthermore, the Company may have to reduce prices on its products and services, or make other concessions, to stay competitive and retain market share.

Price reductions taken by the Company in response to customer and competitive pressures, as well as price reductions and promotional actions taken to drive demand that may not result in anticipated sales levels, could also negatively impact the Company’s business.

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In addition, if the Company is unable to acquire timely nickel, steel or aluminum supplies, the Company may need to decline customer orders, which could also have an adverse effect on the business, financial position, results of operations or cash flows of the Company.

In addition to sustained increases in the cost of raw materials, the military conflict between Ukraine and Russia and the related sanctions and trade restrictions have continued to cause supply disruptions with respect to component parts for our products and resulted in higher oil and other commodity prices that have increased shipping and transportation costs.

If the conflict persists or escalates, this may further disrupt global supply chains and could result in shortages of key raw materials or component parts that the Company’s suppliers require to satisfy our needs.

Any increases in the cost, or shortages, of raw materials or energy may continue to create supply issues for critical materials that could constrain the Company’s manufacturing levels, which may lead to inability to meet demand for our products and could result in a loss of business and possible reduced margins for the Company if the cost increases cannot be fully offset by higher selling prices.

Changes in competition in the markets that the Company services could impact revenues and earnings.

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Difficulties encountered with acquisitions may have a material adverse effect on our business, financial condition, and results of operations.

We may be unable to successfully execute or effectively integrate acquisitions of any businesses we may acquire in the future.

We may be unable to successfully execute or effectively integrate businesses we may acquire in the future.

We regularly review our portfolio of businesses and pursue growth through acquisitions.

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Because the techniques used to obtain unauthorized access, disable, or degrade service, or sabotage systems change frequently and often are not recognized until launched against a target, the Company may be unable to anticipate these techniques or to implement adequate preventative measures.

The risk that these types of events could seriously harm the Company’s business is likely to increase as the Company expands its reliance on technology for its operations and order processing and enhances the number of web-based products we offer, the services we provide, and our global operations.

The risk that these types of events could seriously harm the Company’s business is likely to increase as the Company expands its reliance on technology for its operations and order processing.

Data breaches and other serious cybersecurity incidents have increased globally, along with the methods, techniques, and complexity of attacks, including use of viruses, ransomware and other malicious software, phishing, and other efforts to discover and exploit any design flaws, bugs, or other security vulnerabilities.

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The Company is an “accelerated filer” as defined in Rule 12b-2 under the Exchange Act and is thus required to comply with Section 404 of the Sarbanes-Oxley Act of 2002.

Section 404 requires the Company to include in its report management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of the end of the fiscal period for which the Company is filing its Annual Report on Form 10-K.

Section 404 requires the Company to include in its Annual Report on Form 10-K management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of the end of the fiscal period for which the Company is filing the report.

This report must also include disclosure of any material weaknesses in internal control over financial reporting that the Company has identified.

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In addition, new laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements could require the Company to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on our business, financial condition, and results of operations.

Natural disasters, changes in climate, and geo-political events may negatively impact our business.

Natural disasters, changes in climate, and geo-political events could materially adversely affect our financial performance.

The occurrence of one or more natural disasters, such as hurricanes, tropical storms, floods, fires, earthquakes, tsunamis, cyclones, typhoons, weather conditions such as major or extended winter storms, droughts and tornadoes, whether as a result of climate change or otherwise, severe changes in climate and geo-political events, such as war, civil unrest or terrorist attacks in a country in which we operate or in which our suppliers are located could adversely affect our operations and financial performance.

Natural disasters, changes in climate, geo-political events and public health crises, including pandemics (such as COVID-19) and epidemics, and any related Company or government policies or actions may negatively impact our business.

Natural disasters, changes in climate, geo-political events, and public health crises, including pandemics (such as COVID-19) and epidemics, as well as Company or government policies adopted or actions taken as a result of such events, could materially adversely affect our business and financial performance.

The occurrence of one or more natural disasters, such as hurricanes, tropical storms, floods, fires, earthquakes, tsunamis, cyclones, typhoons, weather conditions such as major or extended winter storms, droughts and tornadoes, whether as a result of climate change or otherwise, severe changes in climate, geo-political events, such as war, civil unrest or terrorist attacks, or public health crises in a country in which we operate or in which our suppliers are located could result in loss of human life, significant property and equipment damage, environmental pollution, or reputational harm and could adversely affect our operations and financial performance.

Our business and operations may be disrupted if we do not respond, or are perceived not to respond, in an appropriate manner to any of these hazards and risks or any other major crisis or if we are unable to efficiently restore or replace affected operational components and capacity.

Countermeasures to address global health crises, epidemics or pandemics, such as those that were taken to reduce the spread of COVID-19, may result in reduced demand for our products;

disruptions to our supply chain, the global economy or financial or commodity markets;

disruptions in our contractual arrangements with our service providers, suppliers and other counterparties;

failures by our suppliers, contract manufacturers, contractors, joint venture partners and external business partners, to meet their obligations to us;

or reduced workforce productivity.

Any such occurrence could materially and adversely impact our financial condition, results of operations, cash flows or liquidity position.

Further, our insurance may not be adequate to compensate us for all resulting losses described above, and the cost to obtain adequate coverage may increase for us in the future or may not be available.

The Company could be subject to litigation, which could have a material impact on the Company’s business, financial condition, or results of operations.

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The Company is subject to income tax laws of the United States, its states, and municipalities and those of other foreign jurisdictions in which the Company has business operations.

These laws are complex, evolving, and subject to interpretations by the taxpayer and the relevant governmental taxing authorities.

These laws are complex, evolving, and subject to interpretation by the taxpayer and the relevant governmental taxing authorities.

The Company’s future annual and quarterly tax rates could be affected by numerous factors, including changes in the (1) applicable tax laws;

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Tax Cuts and Jobs Act of 2017 eliminated the existing option to deduct research and development expenditures and requires taxpayers to amortize them over five years pursuant to IRC Section 174.

This requirement is expected to reduce our cash flows.

This requirement is expected to reduce our cash flow.

In August 2022, the United States enacted the Inflation Reduction Act of 2022 (the “IRA”) which includes a new 15% corporate minimum tax as well as a 1% excise tax on fair value of corporate stock repurchases made after December 31, 2022.

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Based on the status of a given tax audit or related litigation, a material effect on the Company’s income tax provision or net income may result during the period or periods from the initial recognition of a particular matter in the Company’s reported financial results to the final closure of that tax audit or settlement of related litigation when the ultimate tax and related cash flow is known with certainty.

New or existing U.S.

or foreign laws and regulations could subject the Company to claims or otherwise impact the Company’s business, financial condition, or results of operations.

The Company is subject to a variety of laws, regulations, rules, and policies in both the U.S.

and foreign countries that are costly to comply with, can result in negative publicity and diversion of management time and effort, and can subject the Company to claims or other remedies.

These laws, regulations, rules, and policies could relate to any of an array of issues including, but not limited to, data privacy and security, environmental, tax, intellectual property, trade secrets, product liability, contracts, antitrust, employment, securities, import/export, and unfair competition.

These laws and regulations may differ in different jurisdictions and are subject to change.

The cost of maintaining compliance under multiple and changing regulatory regimes, and expenditures that may be required to comply with new laws and regulations, may adversely affect the Company’s business, financial condition, and results of operations.

In the event that the Company fails to comply with or violates applicable U.S.

or foreign laws or regulations or customer policies, the Company could be subject to civil or criminal claims or proceedings that may result in monetary fines, penalties or other costs against the Company or its employees, which may adversely affect the Company’s operating results, financial condition, customer relations and ability to conduct its business.

Risks Related to Our Indebtedness

Indebtedness may affect our business and may restrict our operating flexibility.

As of December 30, 2023, the Company had $43.9 million in total consolidated indebtedness.

Subject to restrictions contained in the Credit Agreement, the Company may incur additional indebtedness in the future, including indebtedness incurred to finance acquisitions.

The level of indebtedness and servicing costs associated with that indebtedness could have important effects on our operation and business strategy.

For example, the indebtedness could:

Place the Company at a competitive disadvantage relative to the Company’s competitors, some of which have lower debt service obligations and greater financial resources;

Limit the Company’s ability to borrow additional funds;

Limit the Company’s ability to complete future acquisitions;

Limit the Company’s ability to pay dividends;

Limit the Company’s ability to make capital expenditures;

Increase the Company’s vulnerability to general adverse economic and industry conditions.

In addition, there can be no assurance that future borrowings or the issuance of equity would be available to the Company on favorable terms for the payment or refinancing of the Company’s debt.

If the Company were unable to service its indebtedness, the business, financial condition, and results of operations would be materially adversely affected.

The Credit Agreement contains covenants requiring the Company to achieve certain financial and operational results and maintain compliance with specified financial ratios.

The Credit Agreement also contains several restrictive covenants that could adversely affect the Company’s ability to operate its business.

These covenants restrict, among other things, the Company’s ability to:

Merge with or into another company or sell assets;

Incur additional indebtedness;

Make investments or guarantee indebtedness of another person or entity;

Pay dividends, make distributions, or repurchase equity;

Engage in certain transactions with affiliates;

Make certain changes to the Company’s business.

If this were to occur, the Company’s assets may not be sufficient to fully repay the amounts due under our credit facility or the Company’s other indebtedness.

Risks Related to Global Economic Conditions

Global economic conditions have in the past and may in the future have a material adverse effect on the Company’s financial condition and operating results.

Global economic conditions have in the past and may in the future impact the Company’s results.

For example, volatile economic conditions that resulted from the COVID-19 pandemic led to economic slowdowns that caused contractions in some or all the markets we serve, and these impacts have continued and may continue for the foreseeable future.

Economic conditions or changes in asset returns interest rates could increase our pension plan funding obligations and reduce our profitability

In addition, pension plan funded status, the ratio of plan assets over plan liabilities, is largely influenced by current market conditions.

Declines in interest rates and projected rates of return could require us to make significant additional contributions to our pension plans in the future.

General Risk Factors

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This may contribute to price volatility, as the trading of relatively small quantities of shares by our shareholders may disproportionately influence share price and may prevent investors from selling their shares at or above their purchase price if there is not sufficient demand for the shares at the time of sale.

The Company depends on key management, sales and marketing and technical personnel, the loss of whom could harm its businesses.

The Company depends on key management, sales and marketing and technical personnel, the loss of whom could harm its business.

The Company depends on key management and technical personnel.

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The Company may not be able to reach acceptable terms for contracts negotiated with its labor unions and be subject to work stoppages or disruption of production.

During 2023, union contracts covering approximately 21% of the Company’s total workforce will expire.

The Company has been successful in negotiating new contracts over the years but cannot guarantee that will continue and the Company has, in the past experienced, and could in the future experience, temporary work stoppages during negotiation of such contracts.

Failure to negotiate new union contracts, or any work stoppage that is prolonged, could result in the disruption of production, inability to deliver product, or a number of unforeseen circumstances, any of which could have an unfavorable material impact on the Company’s results of operations or financial condition.

Failure to negotiate new union contracts, or any work stoppage that is prolonged, could result in the disruption of production, inability to deliver product, or several unforeseen circumstances, any of which could have an unfavorable material impact on the Company’s results of operations or financial condition.

During 2024, no union contracts are scheduled to expire.

Deterioration in the creditworthiness of several major customers could have a material impact on the Company’s business, financial condition, or results of operations.

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Although the Company is not dependent on any one customer, deterioration in several large customers at the same time could have an unfavorable material impact on the Company’s results of operations or financial condition.

One customer exceeded 14% of total accounts receivable for fiscal 2022 and one customer exceeded 10% of total accounts receivable for fiscal 2021.

One customer represented 12% of total accounts receivable for fiscal 2023 and one customer represented 14% of total accounts receivable for fiscal 2022.

The Company’s operating results may fluctuate, which makes the results of operations difficult to predict and could cause the results to fall short of expectations.

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These types of events could cause the price of the Company’s stock to fall.

New or existing U.S.

or foreign laws and regulations could subject the Company to claims or otherwise impact the Company’s business, financial condition, or results of operations.

The Company is subject to a variety of laws, regulations, rules, and policies in both the U.S.

and foreign countries that are costly to comply with, can result in negative publicity and diversion of management time and effort, and can subject the Company to claims or other remedies.

These laws, regulations, rules, and policies could relate to any of an array of issues including, but not limited to, environmental, tax, intellectual property, trade secrets, product liability, contracts, antitrust, employment, securities, import/export and unfair competition.

These laws and regulations may differ in different jurisdictions and are subject to change.

In the event that the Company fails to comply with or violates applicable U.S.

ITEM 1B 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