What changed in this filing

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Item 1A. Risk Factors

2026-05-13 compared with 2025-11-13 · 1 added, 51 removed, 9 unchanged (85% of the section changed)

5 unchanged sentences

Risk Factors.” There have been no material changes in the risk factors from those disclosed

in the Annual Report on Form 10-K for the year ended December 31, 2024, except as set forth below.

we fail to comply with the covenants contained in our credit agreement, we may be unable to secure additional financing and repayment

obligations on our outstanding indebtedness may be accelerated.

credit agreement contains financial and operating covenants with which we must comply.

Effective as of February 29, 2024, we entered

into a new credit agreement with Bank of America (the “Revolver”.) Our Revolver contains financial and operating covenants

with which we must comply.

Our compliance with these covenants is dependent on our financial results, which are subject to fluctuation

as described elsewhere in these risk factors.

We were not in compliance with financial covenants related to the maximum operating expense

contributions to our Mexican operations in the first and second quarters of 2024.

We received a waiver of the Mexican operating expenses

event of default from the bank in August 2024.

March 27, 2025, we signed the First Amendment to the Revolver to waive the leverage ratio and minimum charge coverage ratio events

of default as of December 31, 2024 and March 31, 2025 and to further defer the Company’s compliance with these ratios until

the third quarter of 2025, and reset compliance thresholds for our covenant ratios for 2025.

The First Amendment also set minimum

EBITDA levels for the second, third and fourth quarters and increased the borrowing rate by 100 basis points.

On May 14, 2025, we

signed the Second Amendment to the Revolver to defer the Company’s compliance with the leverage ratio and minimum charge

coverage ratio until the fourth quarter.

The Second Amendment also modified downward the minimum EBITDA levels for the second, third

and fourth quarters and shortened the duration of the Revolver to June 30, 2026 and further increased the borrowing rate by 25 basis

For the fiscal quarter ending December 31, 2025, the Consolidated Leverage Ratio of the Company may not be greater than

2.50/1.00 given the Company EBITDA loss in the first quarter of 2025.

On July 29, 2025, we signed the Third Amendment to the

Revolver delaying expiration of the Revolver to August 31, 2026.

have included the Amendment No.

1 to Credit Agreement, Waiver, and Consent, Amendment No.

2 to Credit Agreement and Amendment No.

Credit Agreement as exhibits to this filing and any description of that document contained in this risk factor is only a summary and

is qualified by its entirety by the filed documents.

If we fail to comply with the covenants in the future or if our lender does not

agree to waive any future non-compliance, we may be unable to borrow funds and any outstanding indebtedness could become immediately

due and payable, which could materially harm our business.

of Our Long-Lived Assets Could Adversely Affect Our Results of Operations and Financial Condition.

evaluate long-lived assets, primarily property and equipment, whenever current events or changes in circumstances indicate that the carrying

amount of an asset or asset group may not be recoverable.

Recoverability for assets to be held and used is based on our projection of

the undiscounted future operating cash flows of the underlying assets.

To the extent such projections indicate that future undiscounted

cash flows are not sufficient to recover the carrying amounts of related assets, a charge might be required to reduce the carrying amount

to equal estimated fair value.

of September 30, 2025, the Company’s common stock was trading at a value less than the Company’s net equity value.

the Company evaluated future undiscounted cash flows and determined that no long-lived asset impairment was required as of September

If the fair value of our other long-lived assets is less than their carrying value, we may be required to record a non-cash

impairment charge, which could be material.

Such charges could negatively impact our results of operations, potentially affect our compliance

with debt covenants, and reduce the perceived value of our Company.

There can be no assurance that future reviews of long-lived assets

will not result in impairment charges, particularly in periods of market or economic volatility.

in the Annual Report on Form 10-K for the year ended December 31, 2025.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

2 unchanged sentences

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-Q

Item 1A. Risk Factors