CMT

New in FY2025

• Sales to five customers constituted approximately 65% of our 2025 total sales.
• Accounts receivable balances with five customers accounted for 68% of accounts receivable at December 31, 2025.
• Beginning in the second half of 2024 and continuing through 2026, our business with Volvo, a significant customer accounting for approximately 14% of our 2024 total sales, transitioned from production programs that the Company supplied to new programs that the Company does not support.
• In 2025, approximately 44% of our product sales was in this industry.
• The market for this industry fluctuates in response to factors that are beyond our control, such as: general economic conditions; interest rates; federal and state regulations, including engine emissions regulations, import regulations, tariffs (for example, on products imported into or exported from the U.S., including under U.S. or other trade laws or measures, or other key markets); and other taxes, consumer spending, fuel costs, supply chain constraints, our customers' inventory levels and production rates, and the overall strength and variability of the economy.
• In particular, the continuing adoption or expansion of trade restrictions, the occurrence of a trade war, or other governmental action (or inaction) related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs and prices, our customers, our suppliers, and the economy, which in turn could have a material adverse effect on our business, operating results, and financial condition.
• In addition, our operations are typically seasonal as a result of regular customer maintenance shutdowns, which typically vary from year to year based on production demands and occur in the third and fourth fiscal quarters of each calendar year.
• Weakness and variability in overall economic conditions or in the markets that we serve, or significant reductions by our customers in their inventory levels or future production rates, could result in decreased demand for our products and could have a material adverse effect on our business, results of operations, or financial condition.
• Our inability to do so, or any significant delay in our ability to act, could materially harm our results of operations and financial condition.
• As a result, if the Company’s operating costs, such as raw material, labor and overhead costs, increase the Company may not be able to increase the price of products sold to customers under such contracts as well as others enough to offset operating costs increases, which could adversely affect our operating results and financial condition.
• A number of factors may adversely affect the labor force available to us or increase labor costs, including high employment levels and government regulations or policies and enforcement.
• As of December 31, 2025, unions at our Columbus, Ohio, Matamoros and Monterrey, Mexico, and Cobourg, Canada facilities represented approximately 65.8% of our entire workforce.
• The current Columbus, Ohio, Matamoros, Mexico, Cobourg, Canada, and Monterrey, Mexico union contracts extend through August 12, 2028, December 31, 2026, November 1, 2025 and February 14, 2026, respectively.
• We operate manufacturing facilities in Matamoros and Monterrey, Mexico and Cobourg, Canada.
• As a result, a significant portion of our business and operations is subject to the risk of changes in economic conditions, tax systems, consumer preferences, social conditions, safety and security conditions, and political conditions inherent in Mexico and Canada, including changes in the laws and policies that govern foreign investment, as well as changes in United States laws, policies and regulations relating to foreign trade, investment and relations with these two countries.
• Changes in U.S. trade policy, including the imposition of new or increased tariffs and the resulting consequences, as well as U.S. foreign relations, could have an adverse effect on our business, operating results, and financial condition.
• Evolving U.S. trade policies and foreign relations could make sourcing and selling products between foreign countries difficult and costly, as the Company and its customers sell foreign produced products into the U.S. and the Company sources a portion of its raw materials used in production from outside of the U.S.
• A catastrophic loss of the use of all or a portion of our facilities due to accident, fire, explosion, natural disaster, interruption or stoppage due to regulatory or governmental action, or other reasons, whether short or long-term, could have a material adverse effect on our business, results of operations, or financial condition.
• Any acquisitions may present significant challenges for our management due to the increased time and resources required to properly integrate management, employees, information systems, accounting controls, personnel, operations, and administrative functions of the acquired business with those of ours and to manage the combined company on a going forward basis.
• The need for additional capital may necessitate that the Company incur further indebtedness or issue additional stock in the equity markets in order to raise the capital needed.
• We may incur costs, time, and other resources by developing strategies, plans, and programs to expand and grow our business which may produce short term success but not achieve the targeted or promoted growth, revenue or profitability projections, estimates or targets that we set and announce which may negatively impact our financial results and not achieve some or all of the expected benefits of these strategies, plans, or programs.
• Our ability to achieve our business and financial objectives is subject to a variety of factors, many of which are beyond our control.
• For example, we may not be successful in implementing our strategy or plans for growth and expansion if unforeseen factors emerge diminishing the current levels or any future expected growth in our business, or we experience increased pressure on our margins.
• Furthermore, our future growth is dependent in part on us making the right investments at the right time in people, technology, product development, manufacturing capacity and/or locations, and to expand into new markets where our business and products will thrive.
• If we fail to realize expected rates of return on our investments, we may incur losses on such investments to implement or growth strategies or plans and be unable to timely redeploy the invested capital to take advantage of other markets, potentially resulting in lost market share to our competitors and unplanned losses.
• As a result, costs and expenses relating to such growth strategies and plans may vary significantly from year to year depending on the scope of such activities.
• Such costs and expenses could adversely impact our financial results.
• Failure to manage periods of growth or contraction may seriously harm our business.
• Our industry frequently sees periods of expansion and contraction which require companies to adjust to customers’ needs and market demands.
• We regularly contend with these issues and must carefully manage our business to meet customer and market requirements.
• If we fail to manage these growth and contraction decisions effectively, we may find ourselves with either excess or insufficient resources and our business and our profitability could suffer as a result.
• Periods of contraction or reduced net sales, or other factors negatively affecting particular markets, require us to assess whether facilities remain viable, whether staffing levels need to be reduced, and how to respond to changing levels of customer demand.
• While maintaining excess capacity or higher levels of employment entails short-term costs, reductions in capacity or employment could impair our ability to respond to new opportunities and programs, market improvements or to maintain customer relationships.
• Our decisions to reduce costs and capacity can affect our short-term and long-term results and result in restructuring charges.
• Expansions, including the transfer of operations to other facilities and aggressive growth strategies, include the risk of additional costs and start-up inefficiencies.
• If we are unable to effectively manage our expansion projects or related anticipated net sales are not realized, our operating results could be materially adversely affected.
• We may be unable to successfully execute and realize the expected financial benefits from strategic initiatives.
• From time to time, our business has engaged in strategic initiatives for growth and other objectives, and such activities may occur in the future.
• While we expect meaningful financial benefits from our strategic initiatives, we may not realize the full benefits expected within the anticipated timeframe.
• Adverse effects from strategy-driven organizational or operational changes or initiatives could interfere with our realization of anticipated synergies, customer service improvements and cost savings from these strategic initiatives.

and 29 more.

Gone since FY2024

• Sales to five customers constituted approximately 69% of our 2024 total sales.
• Accounts receivable balances with five customers accounted for 71% of accounts receivable at December 31, 2024.
• Beginning in the second half of 2024 and continuing through 2026, our business with Volvo, a significant customer accounting for approximately 14% of our 2024 total sales, will begin transitioning from existing production programs that the Company currently supplies to new programs that the Company does not support.
• In 2024, approximately 56% of our product sales was in this industry.
• The market for this industry fluctuates in response to factors that are beyond our control, such as: general economic conditions; interest rates; federal and state regulations, including engine emissions regulations, import regulations, tariffs (for example, on products imported into or exported from the U.S., including under U.S. or other trade laws or measures, or other key markets); and other taxes, consumer spending, fuel costs, supply chain constraints, our customers' inventory levels and production rates, and the overall strength of the economy.
• In particular, the continuing adoption or expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs and prices, our customers, our suppliers, and the economy, which in turn could have a material adverse effect on our business, operating results, and financial condition.
• In addition, our operations are typically seasonal as a result of regular customer maintenance shutdowns, which typically vary from year to year based on production demands and occur in the third and fourth quarter of each calendar year.
• Weakness in overall economic conditions or in the markets that we serve, or significant reductions by our customers in their inventory levels or future production rates, could result in decreased demand for our products and could have a material adverse effect on our business, results of operations, or financial condition.
• Our inability to do so could harm our results of operations and financial condition.
• As a result, if the Company’s operating costs, such as raw material, labor and overhead costs, increase the Company may not be able to increase the price of products sold to customers enough to offset operating costs increases, which could adversely affect our operating results and financial condition.
• A number of factors may adversely affect the labor force available to us or increase labor costs, including high employment levels and government regulations or policies.
• As of December 31, 2024, unions at our Columbus, Ohio, Matamoros and Escobedo, Mexico, and Cobourg, Canada facilities represented approximately 67.4% of our entire workforce.
• The current Columbus, Ohio, Matamoros, Mexico, Cobourg, Canada, and Escobedo, Mexico union contracts extend through August 9, 2025, December 31, 2025, November 1, 2025 and February 14, 2026, respectively.
• We operate manufacturing facilities in Matamoros and Escobedo, Mexico and Cobourg, Canada.
• As a result, a significant portion of our business and operations is subject to the risk of changes in economic conditions, tax systems, consumer preferences, social conditions, safety and security conditions, and political conditions inherent in Mexico and Canada, including changes in the laws and policies that govern foreign investment, as well as changes in United States laws, policies and regulations relating to foreign trade, investment and relations.
• Changes in U.S. trade policy, including the imposition of new or increased tariffs and the resulting consequences, could have an adverse effect on our business, operating results, and financial condition.
• Evolving trade policies could make sourcing and selling products between foreign countries difficult and costly, as the Company and its customers sell foreign produced products into the United States and the Company sources a portion of its raw materials used in production from outside of the U.S.
• A catastrophic loss of the use of all or a portion of our facilities due to accident, fire, explosion, or natural disaster, whether short or long-term, could have a material adverse effect on our business, results of operations, or financial condition.
• Any acquisitions may present significant challenges for our management due to the increased time and resources required to properly integrate management, employees, information systems, accounting controls, personnel, and administrative functions of the acquired business with those of ours and to manage the combined company on a going forward basis.
• The need for additional capital may necessitate that the Company incur further indebtedness or issue additional stock in the equity markets in order to raise needed capital.
• During the year ended December 31, 2024, the Company repurchased 172,043 common shares under the stock repurchase program and had a remaining repurchase authorization of $4,561,000 as of December 31, 2024.
• As of December 31, 2024, goodwill and indefinite lived intangibles were $21,806,000, or 10.4% of our total assets.
• Certain senior management employees have entered into potentially costly severance arrangements with us if terminated by the employee for good reason.
• We have entered into executive employment agreements with executive officers that provide for significant severance payments in the event such employee's employment with us is terminated by the employee for good reason (as defined in the employment agreement).
• Good reason includes one or more of the following occurring in the ordinary course of business or within one year of a change in control: (i) a material reduction in base salary, (ii) a material diminution in the executive's position and/or duties, (iii) a material breach of the employment agreement by the person or other entity then controlling the Company, or (iv) a disavowal of the employment agreement by the person or other entity then controlling the Company.
• A change in control occurs when (a) one Person (as defined in the employment agreement), or more than one Person acting as a group, acquires ownership of stock of the Company that, together with the stock held by such Person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company, (b) a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election, or (c) the sale of all or substantially all of the Company’s assets.
• These agreements would make it costly for the employment of certain of our senior management employees to be terminated and such costs may also discourage potential acquisition proposals, which may negatively affect our stock price.
• Additionally, if our controls are not effective in timely identifying the occurrence of material cybersecurity incidents involving our information systems or data, then we may not comply with SEC’s cybersecurity disclosure regulations, which could lead to regulatory action, fines, penalties, inquiries or reprimands that adversely impact our business, as well as lead to a decline in customer engagement or confidence, negative publicity, and possibly an increase in our operating costs to improve monitoring and compliance features relating to cybersecurity.
• Disruptions in the financial markets could have a material adverse effect on our liquidity and financial condition if our ability to borrow money were to be impaired.
• Disruptions in the financial markets may also have a material adverse impact on the availability and cost of credit in the future.