What changed in this filing

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Item 1A. Risk Factors

2025-08-07 compared with 2025-05-14 · 53 added, 1 removed, 8 unchanged (87% of the section changed)

4 unchanged sentences

the heading “Part I – Item 1A.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.

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

If 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.

Our 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.

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.

On 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 points.

On July 29, 2025, we signed the Third Amendment to the Revolver delaying expiration of the Revolver

to August 31, 2026.

We have included the Amendment No.

1 to Credit Agreement,

Waiver, and Consent, Amendment No.

2 to Credit Agreement and Amendment No.

3 to 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.

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.

Impairment of Our Long-Lived Assets Could

Adversely Affect Our Results of Operations and Financial Condition.

We 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.

As of June 30, 2025, the Company’s common stock was trading at

a value less than the Company’s net equity value.

As such, the Company evaluated future undiscounted cash flows and determined that

no long-lived asset impairment was required as of June 30, 2025.

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.

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