What changed in this filing

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Item 1A. Risk Factors

2020-12-11 compared with 2019-12-12 · 24 added, 23 removed, 103 unchanged (31% of the section changed)

23 unchanged sentences

Actual future operating results and residual values associated with our operations could differ significantly from these estimates, which may result in an impairment charge in a future period, resulting in a decrease in net income from operations in the year of the impairment, as well as a decline in our recorded net worth.

We recorded goodwill impairment charges in 2019 and 2016 and could record future impairment charges.

We recorded goodwill impairment charges in 2019 and could record future impairment charges.

Goodwill totaled $146.2 million at October 31, 2020.

The results of goodwill impairment testing are described in the accompanying notes to the audited financial statements, Note 5 , " Goodwill and Intangible Assets " included elsewhere in this Annual Report on Form 10-K.

The results of goodwill impairment testing are described in the accompanying notes to the audited financial statements, Note 6, "Goodwill and Intangible Assets" of the accompanying financial statements in this Annual Report on Form 10-K.

We may not be able to protect our intellectual property.

13 unchanged sentences

Allegations of violations of applicable anti-corruption laws, may result in internal, independent, or government investigations, and violations of anti-corruption laws may result in severe criminal or civil sanctions or other liabilities which could have a material adverse effect on our business, consolidated results of operations and financial condition.

Due to the fact that we have operations located within the U.K., our business and financial results may be negatively impacted as a result of the U.K.'s planned exit from the European Union (E.U.), resulting primarily from (a) continued depression in the value of the British Pound Sterling as compared to the United States Dollar;

Our operations within the U.K.

may be negatively affected as a result of the U.K.'s exit from the European Union (E.U.), (commonly referred to as Brexit).

We have operations located within the U.K., and as such, our business and financial results may be negatively impacted as a result of Brexit, resulting primarily from (a) continued depression in the value of the British Pound Sterling as compared to the United States Dollar;

and (b) potential price increases or unavailability of supplies purchased by our U.K.

1 unchanged sentence

or elsewhere.

These risks would be heightened in the event that the U.K.

are unable to reach a mutually satisfactory exit agreement before the current deadline of January 31, 2020.

Following the U.K.’s vote to leave the E.U.

in 2016 (commonly referred to as Brexit), the value of the British Pound Sterling incurred significant fluctuations.

Additionally, further actions related to Brexit may occur in the future.

If the value of the British Pound Sterling continues to incur similar fluctuations, unfavorable exchange rate changes may negatively affect the value of our operations and businesses located in the U.K., as translated to our reporting currency, the United States Dollar, in accordance with US GAAP, which may impact the revenue and earnings we report.

If the value of the British Pound Sterling continues to fluctuate as a result of Brexit, unfavorable exchange rate changes may negatively affect the value of our operations and businesses located in the U.K., as translated to our reporting currency, the United States Dollar, in accordance with U.S.

GAAP, which may impact the revenue and earnings we report.

For more information with respect to Exchange Rate risk applicable to us, please see Part 2 Item 7A.

2 unchanged sentences

businesses, as those suppliers seek to compensate for the changes in value of the British Pound Sterling as compared to the European Euro.

In addition, a so-called “Hard Brexit,” where no formal agreement is made between the E.U.

prior to the U.K.’s exit, could result in a continued deflation of the British Pound Sterling;

additional increases in prices, fees, taxes or tariffs applicable to goods that are bought and sold between the U.K.

and Europe, and a negative impact on end markets in the U.K.

as a result of declines in consumer sentiment or decreased immigration rates into the U.K.

Any of these results could have a material adverse effect on the business, revenues and financial condition of our U.K.

and European operations.

Failure to achieve and maintain effective internal controls could have a material adverse effect on our business and on our stock price.

8 unchanged sentences

Company Risks

Our business will suffer if we are unable to adequately address potential supplier or customer pricing pressures, both with respect to OEMs that have significant pricing leverage over suppliers, and to large suppliers who have significant pricing leverage over our customers.

Our primary customers are OEMs, who have substantial leverage in setting purchasing and payment terms.

7 unchanged sentences

Our revolving credit facility contains certain financial covenants and other operating and reporting requirements that could present risk to our operating results or limit our ability to access capital for use in the business.

For a full discussion of the various covenants and operating requirements imposed by our revolving credit facility and information related to the potential limitations on our ability to access capital, see Item 7, Management’s Discussion and Analysis of Financial Conditions and Results of Operations-Liquidity and Capital Resources , in this Annual Report on Form 10-K.

For a full discussion of the various covenants and operating requirements imposed by our revolving credit facility and information related to the potential limitations on our ability to access capital, see Item 7, "Management’s Discussion and Analysis of Financial Conditions and Results of Operations-Liquidity and Capital Resources," included elsewhere in this Annual Report on Form 10-K.

We may not be able to successfully manage or integrate acquisitions, and if we are unable to do so, then our profitability could be adversely affected.

6 unchanged sentences

Any breach of our or our service providers’ network, or other vendor systems, may result in the loss of confidential business and financial data, misappropriation of our consumers’ or employees’ personal information or a disruption of our business.

Any of these outcomes could have a material adverse effect on our business or our vendor and customer relationships, and could also result in unwanted media attention, reputational damage, or the imposition of fines, lawsuits, or significant legal or remediation expenses.

Any of these outcomes could have a material adverse effect on our business or our vendor and

customer relationships, and could also result in unwanted media attention, reputational damage, or the imposition of fines, lawsuits, or significant legal or remediation expenses.

Epidemics, pandemics or other disease outbreaks could significantly disrupt our operations or those of our customers or suppliers.

If the COVID-19 coronavirus continues to spread worldwide, or if similar widespread disease outbreaks occur in the future, our business, financial condition and results of operations could be negatively affected to the extent such event harms the worldwide economy or region in which we operate.

Our business could be materially and adversely affected by the occurrence of a widespread health epidemic or pandemic.

In particular, any outbreak or resurgence of COVID-19, or any governmental imposition of mandatory or voluntary closures in areas where our manufacturing facilities, suppliers or customers are located, could severely disrupt our operations and result in (a) plant slowdowns or shutdowns, (b) difficulty obtaining necessary supplies, and (c) reduced customer orders and revenues.

In addition to this potential direct impact on our facilities and operations, continuing outbreaks of the virus could negatively impact our industry and end markets as a whole, or result in a longer-term economic recession.

Any of these factors could negatively affect our business, financial condition, cash flows, profitability, and results of operations.

The COVID-19 pandemic could also create inefficiencies or interruptions in the supply chain as our suppliers may be forced to close their own plants or prove unable to obtain their own raw materials.

If our suppliers are unable to timely meet our supply needs, it could impact our ability to provide our customers with high quality products on a timely basis, which could result in order cancellations, delivery refusals, price concessions, or other negative customer outcomes, any of which could negatively impact our business, revenues, financial condition, results of operations and liquidity.

We could also be forced to pay higher prices for the supplies we purchase, which could negatively impact our results of operations and profitability.

We may not have the right personnel in place to achieve our operating goals, and the rural location of some of our operations may make it difficult to locate or hire highly skilled employees.

We operate in some rural areas and small towns where the competition for labor can be fierce, and where the pool of qualified employees may be very small.

If we are unable to obtain skilled workers and adequately trained professionals to conduct our business, we may not be able to manage our business to the necessary high standards.

If we are unable to obtain or retain skilled workers and adequately trained professionals to conduct our business, we may not be able to manage our business to the necessary high standards.

In addition, we may be forced to pay higher wages or offer other benefits that might impact our cost of labor and thereby negatively impact our profitability.

Equipment failures or catastrophic loss at any of our manufacturing facilities could prevent us from manufacturing our products.

Equipment failures or catastrophic loss at any of our manufacturing facilities could prevent us from producing our products.

An interruption in production capabilities at any of our facilities due to equipment failure, catastrophic loss, or other reasons could result in our inability to manufacture products, which could severely affect delivery times, return or cancellation rates, and future sales, any of which could result in lower sales and earnings or the loss of customers.

8 unchanged sentences

Any such settlements, judgments, fees and/or costs could negatively impact our profitability, results of operations, cash flows and financial condition.

Our insurance coverage may be inapplicable or inadequate to cover certain liabilities, and our insurance policies may exclude coverage for certain products.

While we maintain a robust insurance program that is reasonably designed to cover our known and unknown risks, there is no assurance that our insurance carriers will voluntarily agree to cover every potential liability, or that our insurance policies include limits large enough to cover all liabilities associated with our business or products.

Our insurance coverage may be inapplicable or inadequate to cover certain liabilities, and our insurance policies may exclude coverage for certain matters.

While we maintain a robust insurance program that is reasonably designed to cover our known and unknown risks, there is no assurance that our insurance carriers will voluntarily agree to cover every potential liability, or that our insurance policies include limits high enough to cover all liabilities associated with our business or products.

In addition, coverage under our insurance policies may be unavailable in the future for certain products.

15 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-K

Item 1A. Risk Factors