What changed in this filing

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Item 1A. Risk Factors

2023-02-22 compared with 2022-02-16 · 91 added, 116 removed, 164 unchanged (56% of the section changed)

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Global Conditions

pandemic has had, may continue to have, an adverse impact on our business, results of operations, financial position and cash flows.

We have been closely monitoring the impact of the COVID-19

pandemic on all aspects of our business, including how it has and will impact our customers, employees, supply chain, and distribution network.

The effects of COVID-19

on the global economic environment have impacted, and may continue to impact, the results of the Company significantly, particularly with respect to reduced demand within our Fuel Specialties and Oilfield Services segments, and we are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows.

The further extent to which our operations may be impacted by the COVID-19

pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted.

These include, but are not limited to, the availability and productivity of our employees, the duration and severity of the pandemic;

government restrictions on businesses and individuals;

the impact of the pandemic on our customers’ businesses and the resulting demand for our products;

the impact on our suppliers and supply chain network;

the impact on global economies, including the possibility of recession, depression and inflation, and the timing and rate of economic recovery;

the development and acceptance of treatments and vaccines;

the rise of new variants and the effect of treatments and vaccines on new variants;

and the potential adverse effects on the financial markets.

The impact of COVID-19,

as well as future pandemics or resurgences from new variants, may also exacerbate other risks discussed herein, any of which could have a material effect on us.

This situation is changing rapidly and additional impacts that may occur are currently unknown.

Competition and market conditions may adversely affect our operating results.

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Competitors may also be able to introduce new products with enhanced features that may cause a decline in the demand and sales of our products.

Consolidation of customers or competitors, or economic problems of customers in our markets could cause a loss of market share for our products, place downward pressure on prices, result in payment delays or non-payment,

or declining plant utilization rates.

These risks could adversely impact our results of operations, financial position and cash flows.

Economic, political and operational developments related to the departure of the United Kingdom from the European Union may adversely affect our business.

ceased to be a member of the E.U.

on January 31, 2020 (“Brexit”).

During a prescribed period, certain transitional arrangements were in effect, such that the U.K.

continued to be treated, in most respects, as if it were still a member of the E.U., and generally remained subject to E.U.

On December 24, 2020, the E.U.

reached an agreement in principle on the terms of certain agreements and declarations governing the ongoing relationship between the E.U.

and the U.K., including the E.U.-U.K.

Trade and Cooperation Agreement (the “Agreement”).

The Agreement itself is limited in its scope to primarily the trade of goods, transport, energy links and fishing, and uncertainties remain relating to certain aspects of the U.K.’s future economic, trading and legal relationships with the E.U.

and with other countries.

The departure of the U.K.

from the E.U.

Single Market and Customs Union (as well as all E.U.

policies and international agreements) has ended free movement of goods between the U.K.

and the E.U., creating non-tariff

and quota barriers (such as customs checks at the borders between the E.U.

and the U.K.) to trade in goods, resulting in increased disruption and cost to businesses and requiring adjustments to integrated E.U.- U.K.

supply chains.

Moreover, the free movement of persons, services and capital between the U.K.

ended on January 1, 2021, which has meant the loss for U.K.

suppliers of services of their automatic right to offer such services across the E.U..

The actual or potential consequences of the Agreement, and the associated uncertainty, could adversely affect economic and market conditions in the U.K., in the E.U.

and its member states and elsewhere, and could contribute to instability in global financial markets.

Until the long-term level of disruption and additional cost to trading in goods and services and to the movement of persons and capital between the U.K.

can be properly evaluated, it is not possible for us to determine the impact that the departure of the U.K.

from the E.U.

Single Market and Customs Union may have on us.

These developments may adversely impact our results of operations, financial position and cash flows.

Russian military invasion of the sovereign state of Ukraine.

On February 24, 2022, Russia launched an invasion into Ukraine which has had some effect on our ability to obtain and import certain raw materials used to manufacture our products and our ability to export and sell our products in these countries.

The ongoing conflict, and sanctions imposed upon Russia and Belarus, may impact on the Company’s sales, cost of procuring raw materials or distribution costs in future periods.

The wider implications of the conflict have driven up the cost of energy and utilities used to operate our manufacturing plants, particularly in Europe, with the further potential for issues relating to the supply of energy, particularly natural gas, for our manufacturing sites in countries reliant on supplies from Russia.

The fluidity and continuation of the conflict may result in additional economic sanctions and other impacts which could have a negative impact on the Company’s financial condition, results of operations and cash flows.

These include decreased sales;

supply chain and logistics disruptions;

volatility in foreign exchange rates and interest rates;

inflationary pressures on raw materials and energy;

and heightened cybersecurity threats.

Continuing adverse global economic conditions could materially affect our current and future businesses.

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The availability, cost and terms of credit have been, and may continue to be, adversely affected by the foregoing factors and these circumstances have produced, and may in the future result in, illiquid markets and wider credit spreads, which may make it difficult or more expensive for us to obtain credit.

Demand for all of our products may be adversely impacted by the continuing impact of the COVID-19

pandemic which will continue to create uncertainty in the markets in 2022 and possibly beyond.

The level of inflation and energy costs, particularly in Europe, may result in an adverse impact to the Group’s results from employee wages and other costs of operations of our manufacturing sites.

Continuing uncertainties in the U.S.

and international markets and economies leading to a decline in business and consumer spending could adversely impact our results of operations, financial position and cash flows.

Domestic or international natural disasters, pandemics or terrorist attacks may disrupt our operations, decrease the demand for our products or otherwise have an adverse impact on our business.

Domestic or international natural disasters or terrorist attacks may disrupt our operations, decrease the demand for our products or otherwise have an adverse impact on our business.

Chemical related assets, and U.S.

corporations such as us, may be at greater risk of future terrorist attacks than other possible targets in the U.S., the United Kingdom and throughout the world.

Extraordinary events such as natural disasters and pandemics may negatively affect local economies, including those of our customers or suppliers.

corporations such as us, may be at greater risk of future terrorist attacks than other possible targets in the U.S., the U.K.

and throughout the world.

Extraordinary events such as natural disasters may negatively affect local economies, including those of our customers or suppliers.

The occurrence and consequences of such events cannot be predicted, but they can adversely impact economic conditions in general and in our specific markets.

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In addition, insurance related to these types of risks may not be available now or, if available, may not be available in the future at commercially reasonable rates.

Our business and operations have been, and may in the future, be adversely affected by epidemics, pandemics, outbreaks of disease and other adverse public health developments, including COVID-19.

Epidemics, pandemics, outbreaks of novel diseases and other adverse public health developments in countries and states where we operate may arise at any time.

Such developments, including the COVID-19 pandemic, have had, and in the future may have, an adverse effect on our business, financial condition and results of operations.

These effects include a potentially negative impact on the availability of our key personnel, labor shortages and increased turnover, temporary closures of our facilities or facilities of our business partners, customers, suppliers, third-party service providers or other vendors, and interruption of domestic and global supply chains, distribution channels and liquidity and capital or financial markets.

In particular, restrictions on or disruptions of transportation, port closures or increased border controls or closures, or other impacts on domestic and global supply chains or distribution channels, could increase our costs for raw materials and commodity costs,

increase demand for raw materials and commodities from competing purchasers, limit our ability to meet customer demand or otherwise have a material adverse effect on our business, financial condition and results of operations or cash flows.

Precautionary measures that we may take in the future intended to limit the impact of any epidemic, pandemic, disease outbreak or other public health development, may result in additional costs.

In addition, such epidemics, pandemics, disease outbreaks or other public health developments may adversely affect economies and financial markets throughout the world, such as the effect that COVID-19 has had on world economies and financial markets, which may affect our ability to obtain additional financing for our businesses and demand for our products and services.

The extent to which COVID-19 or other pandemics will impact our business and our financial results in the future will depend on future developments, which are highly uncertain and cannot be predicted.

Such developments may include ongoing spread of the virus, disease severity, outbreak duration, extent of any reoccurrence of the coronavirus or any evolutions or mutations of the virus, and availability, administration and effectiveness of vaccines and development of therapeutic treatments that can restore consumer and business economic confidence.

Business Operations

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Consummating acquisitions, partnerships or other opportunities and integrating acquisitions involves considerable expense, resources and management time commitments, and our failure to manage these as intended could result in unanticipated expenses and losses.

Post-acquisition integration may result in unforeseen difficulties and may deplete significant financial and management resources that could otherwise be available for the ongoing development or expansion of existing operations.

Post-acquisition integration may result in unforeseen difficulties and may deplete significant financial and management resources that could otherwise be available for the ongoing

development or expansion of existing operations.

Furthermore, we may not realize the benefits of an acquisition in the way we anticipated when we first entered the transaction.

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The loss of the services of one or more of our key executive personnel could affect the implementation of our business plan and result in reduced profitability.

Our future success also depends on the continued ability to attract, develop, retain and motivate highly-qualified technical, sales and support staff.

Our future success also depends on the continued ability to attract, develop, retain and motivate highly-qualified technical and support staff.

We cannot guarantee that we will be able to retain our key personnel or attract or retain qualified personnel in the future.

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We rely on information technology systems to transact our business.

Like other global companies, we have, from time to time, been and will likely in the future be, subject to or targets of unauthorized or fraudulent access, including physical or electronic break-ins

or unauthorized tampering, as well as attempted cyber and other security threats and other computer-related penetrations.

Like other global companies, we and our third party service providers have, from time to time, been and will likely in the future be, subject to or targets of unauthorized or fraudulent access, including, but not limited to, physical or electronic break-ins or unauthorized tampering, as well as attempted cyber and other security threats and other computer-related penetrations including by state actors, terrorists or organized crime.

Also, like other global companies, we have an increasing challenge of attracting and retaining highly qualified security personnel to assist us in combatting these security threats.

The frequency and sophistication of such threats continue to increase and often become further heightened in connection with geopolitical tensions.

Although we have implemented administrative and technical controls and take protective actions to reduce the risk of cyber incidents and breaches of our information technology, and we endeavor to modify such procedures as circumstances warrant, such measures may be insufficient to prevent physical and electronic break-ins,

cyber-attacks or other security breaches to our computer systems.

Our systems, processes, software and network may be vulnerable to internal or external security breaches, computer viruses, malware or other malicious code or cyber-attack, catastrophic events, power interruptions, hardware failures, fire, natural disasters, human error, system failures and disruptions, and other events that could have security consequences.

The frequency and sophistication of such threats continue to increase, with malicious actors frequently changing tactics and techniques.

These threats often become further heightened in connection with geopolitical tensions.

Our systems, processes, software and network and those of our third party service providers may be vulnerable to internal or external security breaches, computer viruses, malware or other malicious code or cyber-attacks, catastrophic events, power interruptions, hardware failures, fire, natural disasters, human error, system failures and disruptions, and other events that could have security consequences.

An information technology failure or disruption could prevent us from being able to process transactions with our customers, operate our manufacturing facilities, and properly report those transactions in a timely manner.

Our information technology costs may increase to ensure the appropriate level of cyber security as we continuously adapt to the changing technological environment.

Whilst we have limited insurance coverage in place that may, subject to policy terms and conditions, cover certain aspects of cyber risks, this insurance coverage is subject to certain limitations and may not be applicable to a particular incident or otherwise be sufficient to cover all our losses beyond any coverage limitations.

While we have limited insurance coverage in place that may, subject to policy terms and conditions, cover certain aspects of cyber risks, this insurance coverage is subject to certain

limitations and may not be applicable to a particular incident or otherwise be sufficient to cover all our losses beyond any coverage limitations.

Furthermore, a significant or protracted information technology system failure may result in a material adverse effect on our results of operations, financial position and cash flows.

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The piston aviation industry has been, and is currently, researching a safe replacement fuel to replace leaded fuel.

The Federal Aviation Administration program (Piston Aviation Fuels Initiative) has been established to identify a replacement and candidate fuels are at an early pre-screening

This process is currently suspended and anticipated to restart in 2022.

The timescale beyond this stage is unclear, but the full testing program will, of necessity, be long and comprehensive.

Federal Aviation Administration (“FAA”) program (Piston Aviation Fuels Initiative) has been established to identify a replacement fuel, and candidate fuels are at an early pre-screening stage.

In 2022, the FAA created a new team named Eliminate Aviation Gasoline Lead Emissions (“EAGLE”).

This is a government-industry partnership that also encompasses fuel producers and distributors, airport operators, communities that support general aviation airports, and environmental experts.

The most significant announcement impacting the Company is the stated aim of EAGLE to eliminate lead emissions from general aviation by the end of 2030.

There are also regulatory projects underway for the European Union, which are considering the phase out of leaded fuel for the aviation industry earlier than the FAA timetable.

While we expect that at some point in the future a replacement fuel will be identified, trialed and supplied to the industry, there is no currently available alternative.

In addition, there is no clear timescale on the legislation of a replacement product.

If a suitable product is identified and the use of leaded fuel is prohibited in piston aviation the Company’s future operating income and cash flows from operating activities would be adversely impacted.

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Trends in oil and gas prices affect the level of exploration, development and production activity of our customers, and the demand for our services and products, which could have a material adverse impact on our business.

Demand for our services and products in our Oilfield Services business is particularly sensitive to the level of exploration, development and production activity of, and the corresponding capital spending by, oil and gas companies.

Demand for our services and products in our Oilfield Services business is particularly sensitive to the level of exploration, development and production activity of, and the

corresponding capital spending by, oil and gas companies.

The level of exploration, development and production activity is directly affected by trends in demand for and prices of oil and gas, which historically have been volatile and are likely to continue to be volatile.

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Even the perception of longer-term lower oil and gas prices by oil and gas companies can similarly reduce or defer major expenditures given the long-term nature of many large-scale development projects.

Factors affecting the prices of oil and gas include the level of supply and demand for oil and gas, governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and gas reserves, weather conditions and natural disasters, worldwide political, military, and economic conditions, the level of oil and gas production by non-OPEC

(“Organization of the Petroleum Exporting Countries”) countries and the available excess production capacity within OPEC, the cost of producing and delivering oil and gas and potential acceleration of the development of alternative power generation, fuels and engine technologies.

Factors affecting the prices of oil and gas include, but are not limited to, the level of supply and demand for oil and gas;

governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and gas reserves;

weather conditions and natural disasters;

worldwide political, military and economic conditions;

the level of oil and gas production by non-OPEC (“Organization of the Petroleum Exporting Countries”) countries and the available excess production capacity within OPEC;

the cost of producing and delivering oil and gas;

and potential acceleration of the development of alternative power generation, fuels and engine technologies.

Any prolonged reduction in oil and gas prices will depress the immediate levels of exploration, development and production activity, which could have a material adverse impact on our results of operations, financial position and cash flows.

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We use long-term contracts (generally with fixed or formula-based costs) and advance bulk purchases to help ensure availability and continuity of supply, and to manage the risk of cost increases.

From time to time, we have entered into hedging arrangements for certain utilities and raw materials, but do not typically enter into hedging arrangements for all raw materials, chemicals or energy costs.

From time to time, we have

entered into hedging arrangements for certain utilities and raw materials, but do not typically enter into hedging arrangements for all raw materials, chemicals or energy costs.

If the costs of raw materials, chemicals or energy increase, and we are not able to pass on these cost increases to our customers, then profit margins and cash flows from operating activities would be adversely impacted.

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We are subject to hazards which are common to chemical manufacturing, blending, storage, handling and transportation.

These hazards include fires, explosions, remediation, chemical spills and the release or discharge of toxic or hazardous substances together with the more generic risks of labor strikes or slowdowns, mechanical failure in scheduled downtime, extreme weather or transportation interruptions.

These hazards include, but are not limited to, fires, explosions, chemical spills and the release or discharge of toxic or hazardous substances together with the more generic risks of labor strikes or slowdowns, mechanical failure in scheduled downtime, extreme weather or transportation interruptions.

These hazards could result in loss of life, severe injury, property damage, environmental contamination and temporary or permanent manufacturing cessation.

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We are subject to extensive regulation of our international operations that could adversely affect our business and results of operations.

Due to our global operations, we are subject to many laws governing international commercial activity, conduct and relations, including those that prohibit improper payments to government officials, restrict where and with whom we can do business and limit the products, software and technology that we can supply to certain countries and customers.

Due to our global operations, we are subject to many laws governing international commercial activity, conduct and relations, including, but are not limited to, those that prohibit improper payments to government officials, restrict where and with whom we can do business and limit the products, software and technology that we can supply to certain countries and customers.

These laws include, but are not limited to, the U.S.

Foreign Corrupt Practices Act and United Kingdom Bribery Act, sanctions and assets control programs administered by the U.S.

Foreign Corrupt Practices Act and U.K.

Bribery Act, sanctions and assets control programs administered by the U.S.

Department of the Treasury and/or the European Union from time to time, and the U.S.

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Export Administration Act, as well as similar laws and regulations in other countries relevant to our business operations.

Violations of any of these laws or

regulations, which are often complex in their application, may result in criminal or civil penalties that could have a material adverse effect on our results of operations, financial position and cash flows.

Violations of any of these laws or regulations, which are often complex in their application, may result in criminal or civil penalties that could have a material adverse effect on our results of operations, financial position and cash flows.

Our United Kingdom defined benefit pension plan could adversely impact our financial condition, results of operations and cash flows.

Movements in the underlying plan asset value and Projected Benefit Obligation (“PBO”) of our United Kingdom defined benefit pension plan are dependent on actual return on investments as well as our assumptions in respect of the discount rate, annual member mortality rates, future return on assets and future inflation.

Movements in the underlying plan asset value and Projected Benefit Obligation (“PBO”) of our United Kingdom defined benefit pension plan (“UK Plan”) are dependent on our assumptions in respect of the discount rate, annual member mortality rates, future return on assets and future inflation.

A change in any one of these assumptions could impact the plan asset value, PBO and pension credit recognized in the income statement.

If future plan investment returns prove insufficient to meet future obligations, or should future obligations increase due to actuarial factors or changes in pension legislation, then we may be required to make additional cash contributions.

These events could adversely impact our results of operations, financial position and cash flows.

In May 2022, the Trustees of the UK Plan entered into an agreement with Legal and General Assurance Society Limited to acquire an insurance policy that operates as an investment asset, with the intent of matching the remaining uninsured part of the UK Plan’s future cash outflow arising from the accrued pension liabilities of members.

Such an arrangement is commonly termed as a “buy-in”.

The benefit obligation was not transferred to the insurer, and the Company remains responsible for paying pension benefits.

The initial value of the asset associated with this contract was equal to the premium paid to secure the contract and is adjusted each reporting period to reflect the estimated fair value of the premium that would be paid for such a contract at that time.

The buy-in reduces the UK Plan’s value at risk in relation to key risks associated with improved longevity, inflation and interest rate movements while improving the security to the UK Plan and its members.

The Company consequently benefits from the buy-in as it reduces the UK Plan’s potential reliance on the Company for future cash funding requirements.

However, should an unexpected issue arise, there could be consequences which adversely impact our results of operations, financial position and cash flows.

We may have additional tax liabilities.

We are subject to income and other taxes in the U.S., the U.K., the E.U.

and other jurisdictions.

We are subject to income and other taxes in the U.S., the U.K., and a number of other jurisdictions.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied.

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Diverse chemical regulatory processes in different countries around the world might create complexity and additional cost.

REACH, which was precipitated by the U.K.’s exit from the European Union, is one such example.

REACH, which was precipitated by the U.K.’s exit from the E.U., is one such example.

Legal proceedings and other claims could impose substantial costs on us.

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Environmental liabilities and compliance costs could have a substantial adverse impact on our results of operations.

We operate a number of manufacturing sites and are subject to extensive federal, state, local and foreign environmental, health and safety laws and regulations, including those relating to emissions to the air, discharges to land and water, and the generation, handling, treatment and disposal of hazardous waste and other materials on these sites.

We operate a number of manufacturing sites and are subject to extensive federal, state, local and foreign environmental, health and safety laws and regulations, including, but not limited to, those relating to emissions to the air, discharges to land and water, and the generation, handling, treatment and disposal of hazardous waste and other materials on these sites.

We operate under numerous environmental permits and licenses, many of which require periodic notification and renewal, which is not automatic.

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The extent of our obligations will depend on the future use of the sites that are affected and the environmental laws in effect at the time.

We currently have made a plant closure provision in our consolidated financial statements based on current known obligations, anticipated plans for sites or existing environmental laws.

We currently hold a plant closure provision in our Consolidated Financial Statements based on current known obligations, anticipated plans for sites or existing environmental laws.

If there were to be unexpected or unknown contamination at these sites, or future plans for the sites or environmental laws change, then current provisions may prove inadequate, which could adversely impact our results of operations, financial position and cash flows.

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Compliance with these initiatives may also result in additional costs to us, including, among other things, increased production costs, additional taxes, reduced emission allowances or additional restrictions on production or operations.

Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.

Any climate change regulations enacted in the future could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.

Even without such regulation, increased public awareness and adverse publicity about potential impacts on climate change emanating from us or our industry could harm us.

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Having a small number of significant customers may have a material adverse impact on our results of operations.

Our principal customers are oil and gas exploration and production companies, oil refiners, personal care companies, and other chemical and industrial companies.

Our principal customers are personal and home care companies, oil refiners, oil and gas exploration and production companies, and other chemical and industrial companies.

These industries are characterized by a concentration of a few large participants.

The loss of a significant customer, a material reduction in demand by a significant customer or termination or non-renewal

of a significant customer contract could adversely impact our results of operations, financial position and cash flows.

The loss of a significant customer, a material reduction in demand by a significant customer or termination or non-renewal of a significant customer contract could adversely impact our results of operations, financial position and cash flows.

A disruption in the supply of raw materials or transportation services would have a material adverse impact on our results of operations.

Although we try to anticipate problems with supplies of raw materials or transportation services by building certain inventories of strategic importance, transport operations are exposed to various risks such as extreme weather conditions, natural disasters, technological problems, work stoppages as well as transportation regulations.

If the Company experiences transportation problems, or if there are significant changes in the cost of these services, the Company may not be able to arrange efficient alternatives and timely means to obtain raw materials or ship finished products, which could adversely impact our results of operations, financial position and cash flows.

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We have in place a credit facility with a syndicate of banks.

From time to time, we use derivatives, including interest rate swaps, commodity swaps and foreign currency forward exchange contracts, in the normal

course of business to manage market risks.

We enter into derivative instruments with a diversified group of major financial institutions in order to manage the exposure to non-performance

of such instruments.

We remain subject to market and credit risks including the ability of counterparties to meet their contractual obligations and the potential non-performance

of counterparties to deliver contracted commodities or services at the contracted price.

From time to time, we use derivatives, including, but not limited to,

interest rate swaps, commodity swaps and foreign currency forward exchange contracts, in the normal course of business to manage market risks.

We enter into derivative instruments with a diversified group of major financial institutions in order to manage the exposure to non-performance of such instruments.

We remain subject to market and credit risks including the ability of counterparties to meet their contractual obligations and the potential non-performance of counterparties to deliver contracted commodities or services at the contracted price.

The inability of counterparties to meet their contractual obligations could have an adverse impact on our results of operations, financial position and cash flows.

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Fluctuations in these currency exchange rates affect the recorded levels of our assets and liabilities, results of operations and cash flows.

The primary exchange rate fluctuation exposures we have are with the European Union euro, British pound sterling and Brazilian real.

The primary exchange rate fluctuation exposures we have are with the E.U.

euro, British pound sterling and Brazilian real.

Exchange rates between these currencies and the U.S.

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Approximately 44% of our common stock is held by four stockholders.

A decision by any of these, or other substantial, stockholders to sell all or a significant part of its holding, or a sudden or unexpected disposition of our stock, could result in a significant decline in our stock price which could in turn adversely impact our ability to access equity markets which in turn could adversely impact our results of operations, financial position and cash flows.

Our amended and restated by-laws

designate specific Delaware courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated by-laws

(the “By-laws”)

provide that, unless we consent in writing to the selection of an alternative forum, the appropriate court within the State of Delaware is

the sole and exclusive forum, to the fullest extent provided by law, for the following types of actions or proceedings:

This could in turn adversely impact our ability to access equity markets, which could adversely impact our results of operations, financial position and cash flows.

Our amended and restated by-laws designate specific Delaware courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated by-laws (the “By-laws”) provide that, unless we consent in writing to the selection of an alternative forum, the appropriate court within the State of Delaware is the sole and exclusive forum, to the fullest extent provided by law, for the following types of actions or proceedings:

any derivative action or proceeding brought on behalf of the Corporation,

any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders,

any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”), the Certificate of Incorporation, the By-laws,

or as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware,

any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”), our amended and restated certificate of incorporation, the By-laws, or as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware,

any action asserting a claim governed by the internal affairs doctrine, or

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This includes, to the extent permitted by the federal securities laws, lawsuits asserting both state law claims and claims under the federal securities laws.

This forum selection provision in the By-laws

may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

It is also possible that, notwithstanding the forum selection clause included in the By-laws,

a court could rule that such a provision is inapplicable or unenforceable.

This forum selection provision in the By-laws may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

It is also possible that, notwithstanding the forum selection clause included in the By-laws, a court could rule that such a provision is inapplicable or unenforceable.

Application of the choice of forum provision may be limited in some instances by law.

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Our stockholders will not be deemed by operation of our choice of forum provision to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.

The selection of legal jurisdiction for litigation claims may impact the outcome of legal proceedings which could impact our results of operations, financial position and cash flows.

The selection of legal jurisdiction for litigation claims may impact the outcome of legal proceedings which could in turn impact our results of operations, financial position and cash flows.

The provisions of our revolving credit facility may restrict our ability to incur additional indebtedness or to otherwise expand our business.

Our revolving credit facility contains restrictive clauses which may limit our activities, and operational and financial flexibility.

Our revolving credit facility contains restrictive clauses which may limit our activities as well as operational and financial flexibility.

We may not be able to borrow under the revolving credit facility if an event of default under the terms of the facility occurs.

An event of default under the credit facility includes a material adverse change to our assets, operations or financial condition, and certain other events.

The revolving credit facility also contains a number of

restrictions that limit our ability, among other things, and subject to certain limited exceptions, to incur additional indebtedness, pledge our assets as security, guarantee obligations of third parties, make investments, undergo a merger or consolidation, dispose of assets or materially change our line of business.

The revolving credit facility also contains a number of restrictions that limit our ability, among other things, and subject to certain limited exceptions, to incur additional indebtedness, pledge our assets as security, guarantee obligations of third parties, make investments, undergo a merger or consolidation, dispose of assets or materially change our line of business.

In addition, the revolving credit facility requires us to meet certain financial ratios, including ratios based on net debt to earnings before income tax, depreciation and amortization (“EBITDA”) and net interest expense to EBITDA.

Net debt, net interest expense and EBITDA are non-GAAP

measures of liquidity defined in the credit facility.

Net debt, net interest expense and EBITDA are non-GAAP measures of liquidity defined in the credit facility.

Our ability to meet these financial covenants depends upon the future successful operating performance of the business.

If we fail to comply with financial covenants, we would be in default under the revolving credit facility and the maturity of our outstanding debt could be accelerated unless we were able to obtain waivers from our lenders.

If we fail to comply with these financial covenants, we would be in default under the revolving credit facility and the maturity of our outstanding debt could be accelerated unless we were able to obtain waivers from our lenders.

If we were found to be in default under the revolving credit facility, it could adversely impact our results of operations, financial position and cash flows.

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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