What changed in this filing

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Item 1A. Risk Factors

2024-03-06 compared with 2023-03-16 · 23 added, 41 removed, 198 unchanged (24% of the section changed)

9 unchanged sentences

A downturn in any of the industries we serve could have a material adverse effect on our financial condition, liquidity and results of operations.

Our business, results of operations and cash flows have been and may continue to be adversely affected by COVID-19.

To date, the COVID-19 pandemic has had an adverse impact on our business, including how it has impacted our customers, employees, supply chain and distribution network.

The impact of the COVID-19 pandemic and uncertainty with respect to the economic effects of the pandemic introduced significant volatility in the financial markets and has had a widespread adverse effect on the industries in which we operate.

The COVID-19 pandemic could continue to negatively impact our business, results of operations, financial position or cash flows in a number of ways, including but not limited to:

• disruptions in our supply chain due to the global semiconductor micro-chip shortage, logistics issues, labor disruptions and our ability to obtain raw materials, among other factors;

• increases in raw material and freight costs;

• labor shortages;

• disruptions to our facilities, including shutdowns or slowdowns as a result of facility closures, reductions in operating hours and labor shortages;

• the inability of a significant portion of our workforce to work as a result of illness or government restrictions;

• exposure to cybersecurity threats and other risks associated with a large number of our employees working remotely;

• the need to reduce our workforce as a result of declines in our business caused by the COVID-19 pandemic, which has caused us, and may continue to cause us, to incur significant expenses.

The extent to which our business, results of operations, financial position or cash flows may ultimately be adversely impacted by the COVID-19 pandemic are highly uncertain and cannot be accurately predicted.

The impact of the COVID-19 pandemic may also exacerbate other risks discussed herein, any of which could have a material effect on us.

Adverse credit market conditions may significantly affect our access to capital, cost of capital and ability to meet liquidity needs.

2 unchanged sentences

Accordingly, we may be forced to delay raising capital or pay unattractive interest rates, which could increase our interest expense, decrease our profitability and significantly reduce our financial flexibility.

Longer-term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives or failures of significant financial institutions could adversely affect our access to liquidity needed for our business.

Longer-term disruptions in the

capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives or failures of significant financial institutions could adversely affect our access to liquidity needed for our business.

Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged.

12 unchanged sentences

Demand for certain of our products is affected by, among other things, the relative strength or weakness of the automotive and heavy-duty truck industries.

The global semiconductor micro-chip shortage, in particular, could continue to adversely affect a significant portion of our sales to our automotive and heavy-duty truck customers.

The domestic automotive and heavy-duty truck industries are also highly cyclical and may be adversely affected by international competition.

In addition, the automotive and heavy-duty truck industries are significantly unionized and subject to work slowdowns and stoppages resulting from labor disputes.

In addition, the automotive and heavy-duty truck industries are significantly unionized and subject to work slowdowns and stoppages resulting from labor disputes, such as the United Auto Workers strike in 2023.

We derived 33% and 8% of our net sales during the year ended December 31, 2023 from the automotive and heavy-duty truck industries, respectively.

The loss of a portion of business to any of our major automotive or heavy-duty truck customers could continue to have a material adverse effect on our financial condition, cash flow and results of operations.

The loss of a portion of business to any of our major automotive or heavy-duty truck customers could have a material adverse effect on our financial condition, cash flow and results of operations.

We cannot assure you that we will maintain or improve our relationships in these industries or that we will continue to supply these customers at current levels.

18 unchanged sentences

Some of our competitors are large companies that have greater financial resources than we have.

We believe that the principal competitive factors for our

Supply Technologies segment are an approach reflecting long-term business partnership and reliability, sourced product quality and conformity to customer specifications, timeliness of delivery, price and design and engineering capabilities.

We believe that the principal competitive factors for our Supply Technologies segment are an approach reflecting long-term business partnership and reliability, sourced product quality and conformity to customer specifications, timeliness of delivery, price and design and engineering capabilities.

We believe that the principal competitive factors for our Assembly Components and Engineered Products segments are product quality and conformity to customer specifications, design and engineering capabilities, product development, timeliness of delivery and price.

23 unchanged sentences

In addition, a disruption or curtailment in supply could have a material adverse effect on our production and sales levels.

We may experience breaches of, or disruptions to, our information technology systems, or other compromises of our data, including the improper disclosure of personal or confidential data, which may adversely affect our operations and reputation .

We may experience breaches of, or disruptions to, our information technology systems or those of our third-party providers, or other compromises of our data, including the improper disclosure of personal or confidential data, which may adversely affect our operations and reputation .

We utilize information technology systems in connection with our business operations, including processing orders, managing inventory and accounts receivable collections, purchasing products, maintaining cost-effective operations, routing and re-routing orders.

systems of third-party providers who we engage in connection with the processing and storage of certain information.

Our information technology systems and those of our third-party providers are subject to disruptions or damage, which may be caused by a wide array of causes, including telecommunications failures, computer failures, power outages, computer viruses, cybersecurity breaches and other intrusions, which could result in the disruption of our operations, or information misappropriation, such as theft of intellectual property or inappropriate disclosure of personal and confidential information.

In addition, we could also experience data or cybersecurity breaches stemming from the intentional or negligent acts of our employees or other third parties.

To the extent our information technology systems are disabled for a long period of time, key business processes could be interrupted.

We also depend on our information technology systems to maintain confidential, proprietary and personal information relating to our current, former and prospective employees, customers and other third parties in these systems and in systems of third-party providers who we engage in connection with the processing and storage of certain information.

Our information technology systems and those of our third-party providers are subject to disruptions or damage, which may be caused by a wide array of causes, including telecommunications failures, computer failures, power outages, ransomware attacks, computer viruses, cybersecurity incidents and other intrusions, which could result in the disruption of our operations, or information misappropriation, such as theft of intellectual property or inappropriate disclosure of personal and confidential information.

In addition, we could also experience data or cybersecurity incidents stemming from the intentional or negligent acts of our employees or other third parties.

To the extent our information technology systems or those of our third-party providers are disabled, compromised, or disrupted for a long period of time, key business processes could be interrupted.

Any such operational disruptions and/or misappropriation of information, whether in systems we maintain or are maintained by others, could have a material adverse effect on our business.

In addition, any such damage, compromise or breach to our systems or those of our vendors, could result in a violation of privacy and other laws, and expose us to significant legal and financial liability.

We recognize the ever-present global risk of cyberattacks from diverse threat actors, including nation-states, cybercriminals, hacktivists, insiders and organized crime.

In spite of our efforts, we (or third parties we rely on) may not be able to fully, continuously and effectively implement security controls as intended.

We utilize a risk-based approach and judgment to determine the security controls to implement, but it is possible we may not implement appropriate controls if we do not recognize or we underestimate a particular risk.

In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate risks.

Further, even events that are detected by security tools or third parties may not always be immediately understood or acted upon.

While no organization is immune to attack attempts and we cannot eliminate all risks from cybersecurity threats or provide assurance that we have not experienced an undetected cybersecurity incident, in 2023 we did not identify any material cybersecurity events that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.

Operating problems in our business may materially adversely affect our financial condition and results of operations.

9 unchanged sentences

or public health issues in areas in which we have manufacturing facilities or from which we obtain products may cause physical damage to our properties, closure of one or more of our business facilities, lack of adequate work force in a market, temporary disruption in the supply of inventory, disruption in the transport of products and utilities, or delays in the delivery of products to our customers.

Any of these factors may disrupt our operations and adversely affect our financial condition and results of operations.

Any of these factors may disrupt our operations and adversely affect our financial condition and the results of operations.

The insurance that we maintain may not fully cover all potential expenses.

5 unchanged sentences

Some of our employees belong to labor unions, and strikes or work stoppages could adversely affect our operations.

As of December 31, 2022, we were a party to seven collective bargaining agreements with various labor unions that covered approximately 2,000 full-time employees.

As of December 31, 2023, we were a party to eight collective bargaining agreements with various labor unions that covered approximately 2,400 full-time employees.

Our inability to negotiate acceptable contracts with these unions could result in, among other things, strikes, work stoppages or other slowdowns by the affected workers and increased operating costs as a result of higher wages or benefits paid to union members.

23 unchanged sentences

• transportation delays and interruptions;

• political, social and economic instability and disruptions, including the conflict between Russia and Ukraine and the rising tension between China and the United States;

• political, social and economic instability and disruptions, including the conflicts between Russia and Ukraine and in the middle east, or political unrest, including the rising tension between China and the United States;

• potential disruption that could be caused by the partial or complete reconfiguration of the European Union;

11 unchanged sentences

• potentially adverse tax consequences.

On January 31, 2020, the United Kingdom (“UK”) exited (“Brexit”) the European Union (“EU”).

The transition period post-Brexit expired on December 31, 2020, and the UK and the EU entered into a free trade agreement that now governs the UK’s relationship with the EU.

While the UK and the EU can generally continue to trade with each other without the imposition of tariffs for imports and exports, there are new customs requirements that require additional documentation and data, and there are also new controls on the movement and reporting of goods.

Although we have not experienced any material disruption in our business as a result of Brexit, we do not know the extent to which Brexit and the free trade agreement will ultimately impact the business and regulatory environment in the UK, the rest of the EU or other countries, although it is possible there will be tighter controls and administrative requirements for imports and exports between the UK and the EU or other countries, as well as increased regulatory complexities.

Any of these factors could adversely impact customer demand, our relationships with customers and suppliers and our results of operations.

We are also exposed to risks relating to U.S.

5 unchanged sentences

Further military action or cyberattacks by Russia to counteract any sanctions may have an impact on demand for our goods and services and adversely impact our results of operation.

Our success as a global business will depend, in part, upon our ability to succeed in differing legal, regulatory, economic, social and political conditions by developing, implementing and maintaining policies and strategies that are effective in each location where we do business.

Our success as a global business will depend, in part, upon our ability to succeed

in differing legal, regulatory, economic, social and political conditions by developing, implementing and maintaining policies and strategies that are effective in each location where we do business.

In addition, we could be adversely affected by violations of the FCPA and similar worldwide anti-bribery laws.

25 unchanged sentences

Growing concerns about climate change may result in the imposition of additional regulations or restrictions to which we may become subject.

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate change, including regulating greenhouse gas emissions.

A number of governments or governmental bodies have introduced or are contemplating regulatory

changes in response to climate change, including regulating greenhouse gas emissions.

The outcome of new legislation or regulation in the U.S.

22 unchanged sentences

Any delays or difficulties encountered in connection with any acquisition and the integration of our operations could have a material adverse effect on our business, results of operations, financial condition or prospects of our business.

We may be unable to sell our Aluminum Products business.

We are pursuing a sale of our Aluminum Products business.

On December 30, 2022, the Company entered into the MOU with a third party pursuant to which the third party would purchase our Aluminum Products business.

The sale of the Aluminum Products business is subject to the successful completion of a definitive purchase agreement and other customary conditions.

Accordingly, there can be no assurance that the sale of the Aluminum Products business will be completed.

Risks Relating to Our Common Stock

4 unchanged sentences

Their interests could conflict with your interests.

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