What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-11-03 compared with 2023-08-04 · 30 added, 17 removed, 628 unchanged (7% of the section changed)

172 unchanged sentences

Any significant delay in deliveries to our customers could lead to increased returns or cancellations, expose us to damage claims from our customers or damage our brands and, in turn, negatively affect our business, financial condition or results of operations.

Work stoppages or other disruptions at seaports could adversely affect our operating results.

Work stoppages or other disruptions at seaports or involving our customers could adversely affect our operating results.

A portion of our goods move through ports on the Western Coast of the U.S.

5 unchanged sentences

Furthermore, the ongoing COVID-19 pandemic has only increased uncertainty for global supply chains, as port congestion and shipping container shortages have become exacerbated, which could adversely affect our operating results.

Work stoppages, labor disputes, and other disruptions involving our customers could also adversely affect our operating results.

For example, on September 15, 2023, the UAW commenced an ongoing labor strike against Ford Motor Company, General Motors, and Stellantis after UAW was unable to reach a deal with the three automakers.

Automotive OEMs are some of the largest consumers of our powered vehicle suspension products.

While the duration and scope of the initial and any future UAW strikes against automakers, as well as the corresponding impact on the business of suppliers to such automakers and the impact on our own business, financial position or results of operations, are impossible to predict at this time, the prolonged idling of our customers’ production facilities in response to the strikes could have a material adverse impact on us.

The extent to which the UAW strikes will impact us will depend on future developments, which cannot be predicted and are highly uncertain.

The ultimate impact on our business, financial position and results of operations will depend on factors beyond our control including the duration and scope of the strikes.

Our business depends substantially on our ability to attract and retain experienced and qualified talent, including our senior management team.

140 unchanged sentences

We are subject to certain risks in our manufacturing and in the testing of our products.

As of June 30, 2023, we employed approximately 4,300 employees worldwide, a large percentage of which work at our manufacturing facilities.

As of September 29, 2023, we employed approximately 4,200 employees worldwide, a large percentage of which work at our manufacturing facilities.

Our business involves complex manufacturing processes that can be inherently dangerous.

Although we employ safety procedures in the design and operation of our facilities, there is a risk that an accident or death could occur in one of our facilities.

In addition, prior to the introduction of new products, our employees test the products under rigorous

conditions, which involve the risk of injury or death.

In addition, prior to the introduction of new products, our employees test the products under rigorous conditions, which involve the risk of injury or death.

Any accident could result in manufacturing or product delays, which could negatively affect our business, financial condition or results of operations.

32 unchanged sentences

Any such future transformation, due to acquisition integration or business growth and consolidation, involves risks inherent in the conversion to a new computer system, including loss of information and potential disruption to our normal operations.

Our business and results of operations may be adversely affected if we experience

operating problems or cost overruns during the ERP implementation process, or if the ERP system and the associated process changes do not give rise to the benefits that we expect.

Our business and results of operations may be adversely affected if we experience operating problems or cost overruns during the ERP implementation process, or if the ERP system and the associated process changes do not give rise to the benefits that we expect.

Additionally, if we do not effectively implement the ERP system as planned or the system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected.

56 unchanged sentences

government in reaction to such events could negatively impact our business by increasing our operating costs and our borrowing costs as well as decreasing capital.

Specifically, the Federal Reserve increased benchmark interest rates multiple times in 2022 and has already increased benchmark interest rates multiple times in 2023.

While the Federal Reserve did not increase benchmark interest rates at the June 2023 meeting, it has indicated its intention to continue to raise benchmark interest rates in 2023 in an effort to curb the upward inflationary pressure on the cost of goods and services across the U.S.

Specifically, the Federal Reserve increased benchmark interest rates multiple times in 2022 and has increased benchmark interest rates multiple times in 2023.

While the Federal Reserve did not increase benchmark interest rates at the June 2023 or September 2023 meeting, it has indicated it may continue to raise benchmark interest rates in 2023 in an effort to curb the upward inflationary pressure on the cost of goods and services across the U.S.

The raw materials and other supplies we use to produce our products have experienced increasing prices during recent periods as a result of inflation.

In response, we have increased the prices we charge customers for our products.

While these price adjustments have not caused a reduction in sales thus far, continued increases in

inflation rates may result in a reduction of customers or sales volumes.

While these price adjustments have not caused a reduction in sales thus far, continued increases in inflation rates may result in a reduction of customers or sales volumes.

Additionally, as the Federal Reserve begins to increase interest rates, the result could be a recession which would slow demand for our products and hinder our sales growth, or cause sales to decline in future periods.

14 unchanged sentences

In the future, we and our subsidiaries may be able to incur substantial additional debt from amendments to the 2022 Credit Facility, additional lending sources subject to the restrictions contained in the 2022 Credit Facility, or because of certain debt instruments we may issue.

As of June 30, 2023, we had $325.0 million of indebtedness, and $325.0 million in revolving credit available to borrow under the 2022 Credit Facility.

As of September 29, 2023, we had $190.0 million of indebtedness, and $460.0 million in revolving credit available to borrow under the 2022 Credit Facility.

Our ability to borrow under the 2022 Credit Facility fluctuates from time to time due to, among other factors, our borrowings under the 2022 Credit Facility.

10 unchanged sentences

Any such increases in the interest rate or increases of our borrowings under the 2022 Credit Facility will increase our interest expense.

The Federal Reserve increased benchmark interest rates multiple times in 2022 and has already increased benchmark interest rates multiple times in 2023.

The Federal Reserve increased benchmark interest rates multiple times in 2022 and has increased benchmark interest rates multiple times in 2023.

Increases in these rates increase our interest expense and reduce our funds available for operations and other purposes.

2 unchanged sentences

Refer to Note 9 - Derivatives and Hedging for additional information regarding the interest rate swap arrangement.

As of June 30, 2023, we had $325.0 million of indebtedness outstanding under the 2022 Credit Facility.

Based on the $225.0 million of variable interest rate indebtedness that was outstanding under the 2022 Credit Facility as of June 30, 2023, after giving effect to our interest rate swap, a hypothetical 100 basis point increase or decrease in the interest rate would have resulted in an approximately $0.6 million increase or decrease in interest expense for the three months ended June 30, 2023, respectively.

As of September 29, 2023, we had $190.0 million of indebtedness outstanding under the 2022 Credit Facility.

Based on the $90.0 million of variable interest rate indebtedness that was outstanding under the 2022 Credit Facility as of September 29, 2023, after giving effect to our interest rate swap, a hypothetical 100 basis point increase or decrease in the interest rate would have resulted in an approximately $0.2 million increase or decrease in interest expense for the three months ended September 29, 2023, respectively.

We may incur losses on interest rate swap and hedging arrangements.

113 unchanged sentences

The trading price of our common stock could be volatile, and you could lose all or part of your investment in our common stock.

For example, from July 3, 2020 through June 30, 2023, our stock price has fluctuated between $190.29 and $69.28 per share and such volatility may continue in the future.

For example, from October 2, 2020 through September 29, 2023, our stock price has fluctuated between $190.29 and $69.28 per share and such volatility may continue in the future.

Factors affecting the trading price of our common stock could include:

15 unchanged sentences

The issuance of additional shares of our common stock, such as the follow-on offering of approximately 2.8 million shares of common stock that we completed in June 2020, could dilute the ownership interest of our common stockholders and could depress the market price of shares of our common stock.

Our Amended and Restated Certificate of Incorporation authorizes us to issue 90,000,000 shares of common stock, 42,354,348 of which shares were outstanding as of June 30, 2023.

Our Amended and Restated Certificate of Incorporation authorizes us to issue 90,000,000 shares of common stock, 42,380,363 of which shares were outstanding as of September 29, 2023.

In the future, we may issue additional shares of common stock or other equity or debt securities convertible into common stock in connection with financings, acquisitions, registration statements or otherwise.

25 unchanged sentences

Any delay or prevention of a change in control transaction or changes in our Board of Directors and management could deter potential acquirers or prevent the completion of a transaction in which our stockholders could receive a substantial premium over the then-current market price for their shares of our common stock.

We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value, and share repurchases could increase the volatility of the price of our common stock.

Pursuant to the new share repurchase program authorized by our Board of Directors on November 1, 2023, we are authorized to repurchase up to $300.0 million of outstanding shares of our common stock through various methods, including, but not limited to, open market, privately negotiated, or accelerated share repurchase transactions.

Such program will expire on November 1, 2028, and may be suspended or discontinued at any time.

We are not obligated to repurchase a specified number or dollar of shares, and the timing, manner, price, and actual amount of share repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance.

The program does not obligate the Company to acquire a minimum amount of shares.

The timing of repurchases pursuant to our share repurchase program could affect our stock price and increase its volatility.

We cannot guarantee that we will repurchase shares, and there can be no assurance that any repurchases pursuant to our stock repurchase program will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchase such shares.

In addition, there is no guarantee that our stock repurchases in the past or in the future will be able to successfully mitigate the dilutive effect of recent and future employee stock option exercises and restricted stock unit vesting.

The amounts and timing of the repurchases may also be influenced by general market conditions, regulatory developments (including recent legislative actions which, subject to certain conditions, may impose an excise tax of 1% on our stock repurchases) and the prevailing price and trading volumes of our common stock.

If our financial condition deteriorates or we decide to use our cash for other purposes, we may suspend repurchase activity at any time.

Our Amended and Restated Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

18 unchanged sentences

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