What the changes say
- Increased focus on liquidity risks with $159.5 million in debt and tax refund delays from CARES Act provisions.
What changed since the prior 10-K
New
- NewRisks Related to Our Operations
Increased prices or significant shortages of the commodities that we use in our businesses have had, and could continue to have, a material adverse effect on our business, prospects, financial condition, liquidity, results of operations or cash flows
We face manufacturing cost pressures and potential sales delays from price volatility and shortages of steel, aluminum, copper, silver, and gold.
- NewRisks Related to Our Operations
Our business depends upon good relations with our employees. Work stoppages, slowdowns or legal action by our employees represented by labor councils or unions, as applicable, may have a material adverse effect on our business, financial condition, results of operations and cash flows
Production employees outside the United States represented by labor councils or unions could cause work stoppages or limit operational flexibility.
- NewRisks Related to Our Operations
We and the third parties with whom we work are, and may increasingly become, subject to various laws, rules, regulations, treaties, decisions and industry standards, as well as contractual obligations, relating to data privacy and security in the jurisdictions in which we operate
We are subject to domestic and international data privacy laws like the CCPA that impose compliance obligations and statutory damages for breaches.
- NewRisks Related to Legal and Regulatory Compliance
Changes in U.S. administrative policy, including the imposition of or increases in tariffs, changes to existing trade agreements and any resulting changes in international trade relations, may have an adverse effect on our business
Changes in U.S. administrative policy regarding tariffs and trade agreements with China and Mexico could negatively impact our manufacturing and supply chain.
- NewRisks Related to Legal and Regulatory Compliance
We currently have a $12.9 million tax refund receivable, which is being processed for refund at the Internal Revenue Service based on provisions in the Coronavirus Aid, Relief, and Economic Security Act. Significant delays in receiving our tax refund could adversely impact us
Delays in processing our $12.9 million tax refund receivable at the IRS under the CARES Act could adversely impact our liquidity.
- NewRisks Related to Legal and Regulatory Compliance
Our ability to use our Net Operating Loss carryforwards and certain other tax attributes may be limited
Our federal and state net operating loss carryforwards of $47.9 million and $16.7 million may be limited by ownership changes or tax law restrictions.
- NewRisks Related to Legal and Regulatory Compliance
The Company has been, and could in the future be, subject to actions or requests from activist stockholders, and such activism could adversely affect the strategic direction and business results of the Company
Activist stockholders have targeted us and may continue taking actions that cause stock price volatility or disrupt our strategic direction.
- NewRisks Related to Our Capital Structure
The agreements governing our indebtedness and our Series D Preferred Stock contain covenants and other restrictions that may limit operating and financial decisions
Our debt agreements and Series D Preferred Stock contain restrictive covenants that limit our operating and financial decisions.
Dropped
- DroppedRisks Related to Legal and Regulatory Compliance
Increasing scrutiny and evolving expectations with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks
- DroppedRisks Related to Our Capitalization
Our debt agreements contain restrictions that will limit our flexibility in operating our business
Reworded
- 100% rewrittenRisks Related to Legal and Regulatory Compliance
Changes in U.S. or foreign tax laws, or an extended government shutdown, could have a material adverse effect on our business, cash flow, results of operations and financial condition
Updated to detail specific tax provisions in Mexico and factors affecting our effective tax rate and statutory determinations.
Was: Changes in U.S. or foreign tax laws could have a material adverse effect on our business, cash flow, results of operations, and financial condition
- 76% rewrittenRisks Related to Our Capital Structure
Our indebtedness and Series D Perpetual Preferred Stock (the “Series D Preferred Stock”) could adversely affect our business, prospects, financial condition, results of operations, or cash flows
Updated debt figures to $159.5 million total indebtedness as of December 31, 2025, detailing specific cash and paid-in-kind interest payments.
Was: Our indebtedness could adversely affect our business, prospects, financial condition, results of operations, or cash flows
- 63% rewrittenRisks Related to Our Capital Structure
Despite our indebtedness level, we may still be able to incur substantial additional amounts of debt or issue additional shares of preferred stock, which could further exacerbate the risks associated with our substantial indebtedness
Added reference to the risk of issuing additional shares of preferred stock without common stockholder approval.
Was: Despite our indebtedness level, we may still be able to incur substantial additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness
- 63% rewrittenRisks Related to Our Operations
A security breach or disruption to our information technology systems, or those of the third parties with whom we work, could materially adversely affect our business, financial condition, results of operations, and reputation
Replaced 'personally identifiable information' with 'personal data' regarding employees and third-party service providers.
Was: A security breach or disruption to our information technology systems could materially adversely affect our business, financial condition, results of operations, and reputation
- 55% rewrittenRisks Related to Our Operations
We purchase raw materials from suppliers and sell products to customers outside the U.S. and are subject to several risks related to doing business internationally
Updated international sales percentage to 46 percent of consolidated net sales for 2025 and added interest and currency fluctuation risks.
Was: We operate in and sell products to customers outside the U.S. and are subject to several risks related to doing business internationally
- 47% rewrittenRisks Related to Acquisitions and Divestitures
Unstable market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have serious adverse consequences on our business, financial condition and stock price
Retained description of market volatility, inflation, and geopolitical events without substantive text changes.
- 35% rewrittenRisks Related to Our Operations
We face the challenge of accurately aligning our capacity and/or inventory levels with our demand
Added inventory levels and raw material sourcing constraints to our capacity and demand alignment risk.
Was: We face the challenge of accurately aligning our capacity with our demand
- 33% rewrittenRisks Related to Our Capital Structure
We may not be able to generate sufficient cash to service all of our indebtedness and other obligations, and we may not be able to refinance our debt obligations as they mature
Expanded refinancing and cash flow risks to explicitly include dividend payments for Series D Preferred Stock.
Was: We may not be able to generate sufficient cash to service all of our indebtedness, and we may not be able to refinance our debt obligations as they mature
- 28% rewrittenRisks Related to Our Operations
We have international operations that are subject to foreign economic uncertainties and foreign currency fluctuation
- 28% rewrittenRisks Related to Legal and Regulatory Compliance
Environmental, health and safety laws and regulations impose substantial costs and limitations on our operations, environmental compliance may be more costly than we expect, and any adverse regulatory action may materially adversely affect our business
- 25% rewrittenRisks Related to Our Operations
Work stoppages or similar difficulties and unanticipated business disruptions could significantly disrupt our operations, reduce our revenues and materially affect our earnings
- 22% rewrittenRisks Related to Our Operations
We depend heavily on a relatively limited number of customers, and the loss of any major customer would have a material adverse effect on our business
All 35 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Operations
- 01We depend heavily on a relatively limited number of customers, and the loss of any major customer would have a material adverse effect on our business22% rewritten
- 02Work stoppages or similar difficulties and unanticipated business disruptions could significantly disrupt our operations, reduce our revenues and materially affect our earnings25% rewritten
- 03We purchase raw materials from suppliers and sell products to customers outside the U.S. and are subject to several risks related to doing business internationally55% rewritten
- 04We have international operations that are subject to foreign economic uncertainties and foreign currency fluctuation28% rewritten
- 05Increased prices or significant shortages of the commodities that we use in our businesses have had, and could continue to have, a material adverse effect on our business, prospects, financial condition, liquidity, results of operations or cash flowsNew
- 06Quality problems with our products could harm our reputation, erode our competitive advantage and could result in a product recall
- 07Our inability to effectively manage the timing, quality and costs of new program launches could adversely affect our financial performance
- 08We face the challenge of accurately aligning our capacity and/or inventory levels with our demand35% rewritten
- 09Our markets are highly competitive, and many of our competitors have significant advantages that could adversely affect our business
- 10The loss of key personnel and the inability to attract and retain qualified employees could have a material adverse impact on our operations
- 11Our business depends upon good relations with our employees. Work stoppages, slowdowns or legal action by our employees represented by labor councils or unions, as applicable, may have a material adverse effect on our business, financial condition, results of operations and cash flowsNew
- 12We and the third parties with whom we work are, and may increasingly become, subject to various laws, rules, regulations, treaties, decisions and industry standards, as well as contractual obligations, relating to data privacy and security in the jurisdictions in which we operateNew
- 13A security breach or disruption to our information technology systems, or those of the third parties with whom we work, could materially adversely affect our business, financial condition, results of operations, and reputation63% rewritten
- 14Pandemics, epidemics, disease outbreaks and other public health crises could materially adversely impact our business, financial condition, results of operations and cash flows
- 15Physical effects of climate change or legal, regulatory or market measures intended to address climate change could materially adversely affect our business and operations
- 16If we are unable to secure and maintain patent or other intellectual property protection for our intellectual property, our ability to compete will be harmed
Risks Related to Legal and Regulatory Compliance
- 17Environmental, health and safety laws and regulations impose substantial costs and limitations on our operations, environmental compliance may be more costly than we expect, and any adverse regulatory action may materially adversely affect our business28% rewritten
- 18Changes in U.S. administrative policy, including the imposition of or increases in tariffs, changes to existing trade agreements and any resulting changes in international trade relations, may have an adverse effect on our businessNew
- 19Changes in U.S. or foreign tax laws, or an extended government shutdown, could have a material adverse effect on our business, cash flow, results of operations and financial condition100% rewritten
- 20We currently have a $12.9 million tax refund receivable, which is being processed for refund at the Internal Revenue Service based on provisions in the Coronavirus Aid, Relief, and Economic Security Act. Significant delays in receiving our tax refund could adversely impact usNew
- 21Our ability to use our Net Operating Loss carryforwards and certain other tax attributes may be limitedNew
- 22The Company has been, and could in the future be, subject to actions or requests from activist stockholders, and such activism could adversely affect the strategic direction and business results of the CompanyNew
Risks Related to Our Capital Structure
- 23Our indebtedness and Series D Perpetual Preferred Stock (the “Series D Preferred Stock”) could adversely affect our business, prospects, financial condition, results of operations, or cash flows76% rewritten
- 24Despite our indebtedness level, we may still be able to incur substantial additional amounts of debt or issue additional shares of preferred stock, which could further exacerbate the risks associated with our substantial indebtedness63% rewritten
- 25The agreements governing our indebtedness and our Series D Preferred Stock contain covenants and other restrictions that may limit operating and financial decisionsNew
- 26We may not be able to generate sufficient cash to service all of our indebtedness and other obligations, and we may not be able to refinance our debt obligations as they mature33% rewritten
- 27The price of our common stock may be volatile
- 28Provisions in our charter documents and Delaware law may inhibit a takeover, which could adversely affect the value of our common stock
Risks Related to Acquisitions and Divestitures
- 29Acquisitions may constitute an important part of our future growth strategy
- 30We may not realize all of the anticipated benefits from any future strategic acquisition, or those benefits may take longer to realize than expected
- 31The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and may result in unexpected liabilities
- 32Our participation in joint ventures could expose us to additional risks from time to time
- 33Any divestitures and discontinued operations could negatively impact our business and retained liabilities from businesses that we may sell could adversely affect our financial results
- 34Damage to our reputation could harm our business, including our competitive position and business prospects
- 35Unstable market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have serious adverse consequences on our business, financial condition and stock price47% rewritten
Other NN 10-Ks
- FY2024 10-K risk factors29 risks
Concentration risk with top ten customers drives 51 percent of consolidated net sales.
Filed Mar 06, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.