| 8 | | | |
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| | PART I | | 4 |
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| ITEM 1. | BUSINESS | | 4 |
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| ITEM 1A. | RISK FACTORS | | 12 |
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| ITEM 1B. | UNRESOLVED STAFF COMMENTS | | 27 |
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| ITEM 1C. | CYBERSECURITY | | 28 |
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| ITEM 2. | PROPERTIES | | 29 |
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| ITEM 3. | LEGAL PROCEEDINGS | | 30 |
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| ITEM 4. | MINE SAFETY DISCLOSURES | | 30 |
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| | PART II | | 31 |
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| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | | 31 |
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| ITEM 6. | [RESERVED] | | 32 |
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| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | 33 |
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| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | | 47 |
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| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | 48 |
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| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | | 93 |
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| ITEM 9A. | CONTROLS AND PROCEDURES | | 93 |
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| ITEM 9B. | OTHER INFORMATION | | 94 |
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| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | | 94 |
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| | PART III | | 95 |
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| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | | 95 |
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| ITEM 11. | EXECUTIVE COMPENSATION | | 95 |
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| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | | 95 |
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| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | | 96 |
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| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | | 96 |
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| | PART IV | | 96 |
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| ITEM 15. | EXHIBIT AND FINANCIAL STATEMENT SCHEDULES | | 96 |
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| | SIGNATURES | | 100 |
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Special Note on Forward-Looking Statements
This annual report on Form 10-K contains, in addition to historical information, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements in this report that are not historical information are forward-looking statements. For example, statements relating to our beliefs, expectations and plans are forward-looking statements, as are statements that certain actions, conditions, events, or circumstances will continue. The inclusion of words such as “anticipate,” “expect,” “estimate,” “can,” “may,” “might,” “continue,” “enable,” “plan,” “intend,” “should,” “could,” “would,” “will,” “likely,” “potential,” “believe,” and similar expressions and the negative versions thereof indicate forward-looking statements; however, not all forward-looking statements may contain such words or expressions. These forward-looking statements are based upon information available as of the date of this report and management’s current estimates, forecasts, and assumptions. Although we believe that our expectations reflected in or suggested by these forward-looking statements are reasonable, we may not achieve the results, performance, plans, or objectives expressed or implied by such forward-looking statements. Forward-looking statements involve risks and uncertainties, which are difficult to predict and many of which are beyond our control.
Risks and uncertainties to which our forward-looking statements are subject include:
| ● | volatility and cyclicality, economic conditions, and business fluctuations in the industries in which we compete; |
| ● | our ability to achieve design wins with new and existing customers; |
| ● | our ability to accurately forecast and meet customer demand; |
| ● | risks related to global economic conditions, such as the impact of tariffs and export regulations, escalating global conflicts on macroeconomic conditions, economic uncertainty, market volatility, rising interest rates, inflation, lack of growth in our markets, or recession; |
| ● | risks associated with scaling our manufacturing capacity and securing sufficient critical components to meet customer demand; |
| ● | pricing pressure from customers and competitors; |
| ● | concentration of our customer base; |
| ● | risks associated with potential breach of our information security measures— either external breach or internal data theft; |
| ● | difficulties with the implementation of our enterprise resource planning and other enterprise-wide information technology system applications; |
| ● | our loss of or inability to attract and retain key personnel; |
| ● | risks associated with our manufacturing footprint optimization and movement of manufacturing locations for certain products; |
| ● | disruptions to our manufacturing operations or those of our customers or suppliers; |
| ● | our ability to successfully identify, close, integrate and realize anticipated benefits from our acquisitions or divestitures; |
| ● | quality issues, unanticipated costs in fulfilling our warranty obligations or adequacy of our warranty reserves, claims outside of warranty, or product liability claims; |
| ● | risks inherent in our international operations, including the effect of export controls, the impact of tariffs on our supply chain or products we sell, political and geographical risks, and fluctuations in currency exchange rates; |
| ● | our ability to enforce, protect and maintain our proprietary technology and intellectual property rights, and avoid claims alleging infringement of the intellectual property rights of others; |
| ● | regulatory risk related to our supply chain; |
| ● | legal matters, claims, investigations, and proceedings; |
| ● | changes to tax laws and regulations or our tax rates; |
| ● | changes to and maintaining compliance with U.S. federal, state, local and foreign regulations, including with respect to trade compliance, privacy and data protection, supply chain, and environmental regulation; |
| ● | effect of our debt obligations and restrictive covenants on our ability to operate our business; |
| ● | risks related to our unfunded pension obligations; |
| ● | our estimates of the fair value of intangible assets; |
| ● | the potential impact of dilution related to our convertible debt, hedge, and warrant transactions; |
| ● | risks relating to ownership of our common stock; and |
Actual results could differ materially and adversely from those expressed in any forward-looking statements, and readers are cautioned not to place undue reliance on forward-looking statements. Factors that could contribute to these differences or prove our forward-looking statements, by hindsight, to be overly optimistic or unachievable include, but are not limited to, the risks and uncertainties listed above and described in Part I, Item 1A “Risk Factors.” We assume no obligation to update any forward-looking statement or provide the reasons why our actual results might differ.
Market and Industry Data
The market and industry information used in this annual report on Form 10-K is based on management’s good faith estimates, which we derive from our review of internal information and independent sources. Although we believe these independent sources to be reliable, we have not verified the accuracy or completeness of the information.
