Basis of Presentation |
9 Months Ended |
|---|---|
Sep. 30, 2025 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Basis of Presentation | NOTE 2 – BASIS OF PRESENTATION Basis of Presentation - Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements include all adjustments, of a normal and recurring nature, which management believes are necessary for fair presentation of the financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 6, 2025 (the “2024 Form 10-K”).
These unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions are eliminated in consolidation.
Interim financial reporting standards require the use of estimates that are based on assumptions regarding the outcome of future events and circumstances not known at that time. Inevitably, some assumptions may not materialize, unanticipated events or circumstances may occur which vary from those estimates and such variations may significantly affect future results. Additionally, operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
Going Concern During the second quarter of 2025, certain of the Company's customers in North America began to resource to other suppliers substantially all outstanding purchase orders and not issue any additional purchase orders to the Company thereafter. Prior to these resourcing actions, the Company estimated these customers to represent approximately 33% of its projected consolidated net sales for the 2025 fiscal year. These customers represented approximately 40% of the Company’s consolidated net sales for the year ended December 31, 2024, and approximately 36% of the Company’s consolidated net sales for the year ended December 31, 2023. During the nine months ended September 30, 2025, the Company borrowed $42.5 million on its revolving credit facility, as the actions described above significantly affected the Company’s ability to generate cash from operating activities or from the sale of trade receivables. In addition, as of September 30, 2025, the Company was in violation of its financial covenants under the Senior Secured Credit Facilities.
On December 8, 2025 the Company completed the previously announced Merger with Parent, and Merger Sub pursuant to the Merger Agreement, and entered into amendments to its Senior Secured Credit Facilities. The Third Amendment to the Company’s Senior Secured Credit Facilities entered into on December 8, 2025, removed certain financial covenants under the Term Loan Facility and waived the financial covenants under the Revolving Credit Facility through June 30, 2026. In addition, the Revolving Credit Facility was amended to mature on June 30, 2026. The Senior Secured Credit Facilities now also contain a monthly minimum liquidity threshold of not less than $10.0 million as of the last business day of each month. Refer to Note 1 “Description of the Business” and Note 8 “Debt and Other Financing Arrangements” for a full description of the transactions.
While the Company has completed the previously announced Merger, it does not expect that it will have the cash and cash equivalents or sufficient liquidity to meet its financial obligations and comply with its minimum liquidity covenant over the next twelve months from the issuance date of these unaudited condensed consolidated financial statements. To address these conditions, management plans to obtain additional sources of funding or amend the applicable provisions in its credit agreements. However, such plans are not solely in the Company’s control and therefore cannot be considered probable of occurring. Therefore, these adverse conditions and events described above raise substantial doubt about the Company’s ability to continue as a going concern as of the issuance date.
The unaudited condensed consolidated financial statements as of September 30, 2025, do not include any adjustments that might result from the outcome of this uncertainty.
Cash and Cash Equivalents Cash and cash equivalents generally consist of cash, certificates of deposit, fixed deposits, and money market funds with original maturities of three months or less. The Company is required to provide cash collateral in connection with certain contractual arrangements. The Company has $0.8 million and $0.4 million of restricted cash as of September 30, 2025 and December 31, 2024 in support of these arrangements and requirements. Accounting Standards Issued But Not Yet Adopted Accounting Standards Update (ASU) 2023-09, “Income Taxes (Topic 740).” In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which is intended to enhance the transparency, decision usefulness, and effectiveness of income tax disclosures. This amendment requires a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state, and foreign taxes and also disaggregated by individual jurisdictions. The amendment is effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. The Company is currently evaluating the effect of adopting this guidance.
Accounting Standards Update (ASU) 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures.” In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which is intended to provide disaggregated information about a public business entity’s expenses to help financial statement users better understand the entity’s performance, better assess the entity’s prospects for future cash flows, and compare an entity’s performance over time and with that of other entities. The amendment is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The new standard may be applied either on a prospective or retrospective basis. The Company is currently evaluating the effect of adopting this guidance. |