JELD-WEN Holding, Inc.: Form 10-Q for the period ended Mar 29, 2025

This MD&A contains forward-looking statements that involve risks and uncertainties. Please see the “Forward-Looking Statements” section above for a discussion of the uncertainties, risks and assumptions associated with these statements. This discussion should be read in conjunction with our unaudited financial statements and related notes thereto and the other disclosures contained elsewhere in this Form 10-Q, and our audited financial statements and related notes and MD&A included in our Form 10-K. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those listed under Item 1A – Risk Factors in our Form 10-K and Form 10-Q, and included elsewhere in this Form 10-Q.

This MD&A is a supplement to our unaudited financial statements and notes thereto included elsewhere in this Form 10-Q and is provided to enhance your understanding of our results of operations and financial condition. Our discussion of the results of operations is presented in millions throughout MD&A and due to rounding may not sum or calculate precisely to the totals and percentages provided in the tables. Our MD&A is organized as follows:

• Company Overview. This section provides a general description of our Company and reportable segments.
• Consolidated Results of Operations and Operating Results by Business Segment. This section provides our analysis and outlook for the significant line items on our consolidated statements of operations, as well as other information that we deem meaningful to an understanding of our results of operations on both a consolidated basis and a business segment basis.
• Liquidity and Capital Resources. This section contains an overview of our financing arrangements and provides an analysis of trends and uncertainties affecting liquidity, cash requirements for our business, and sources and uses of our cash.
• Critical Accounting Policies and Estimates. This section discusses the accounting policies that we consider important to the evaluation and reporting of our financial condition and results of operations, and whose application requires significant judgments or a complex estimation process.

Company Overview

We are a leading global designer, manufacturer, and distributor of high-performance interior and exterior doors, windows, and related building products, serving the new construction and R&R sectors.

We operate manufacturing and distribution facilities in 14 countries, located primarily in North America and Europe. For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities, our ability to innovate, and our quality control as well as providing supply chain, transportation, and working capital savings.

Business Segments

Our business is organized in geographic regions to ensure integration across operations serving common end markets and customers. We have two reportable segments: North America and Europe. Refer to Note 12 - Segment Information to our consolidated financial statements included in this Form 10-Q for more information about our segments.

Results of Operations

The tables in this section summarize key components of our results of operations for the periods indicated, both in U.S. dollars and as a percentage of our net revenues. Certain percentages presented in this section have been rounded to the nearest whole number. Accordingly, totals may not equal the sum of the line items in the tables below.

We present several financial metrics in “Core” terms, such as Core Revenues, which excludes the impact of foreign exchange, acquisitions and divestitures completed in the last twelve months. We believe Core Revenues assists management, investors, and analysts in understanding the organic performance of our operations.

Recent Developments

Macroeconomic Conditions and Tariffs

Due to changing market conditions, we are experiencing, and may continue to experience, lower demand for our products, a continued demand shift to entry level products, persistent inflation and elevated interest rates. Additionally, the Company is actively monitoring recent trade policy and tariff announcements, including various executive orders issued by the current U.S. presidential administration. Increased restrictions on global trade, including an increase in U.S. tariffs and any retaliatory responses thereto, could result in, among other things, increased input costs, supply chain disruptions, decreased consumer demand and volatility in foreign exchange rates and financial markets. We continue to analyze the impact of these actions and are working on the deployment of a mitigation strategy, including pricing, productivity and repositioning our supply chain to offset the impact of the tariff exposure. The uncertain and evolving market dynamics and global trade environment could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Comparison of the Three Months Ended March 29, 2025 to the Three Months Ended March 30, 2024

(amounts in thousands)

Consolidated Results

Net Revenues – Net revenues decreased $183.1 million, or 19.1%, to $776.0 million in the three months ended March 29, 2025, from $959.1 million in the three months ended March 30, 2024. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 15%, a decrease in net revenues from the court-ordered divestiture of Towanda of 3%, and an unfavorable foreign exchange impact of 1%. The decrease in Core Revenues was driven by a 16% decline in volume/mix, partially offset by a 1% benefit from price realization.

Gross Margin – Gross margin decreased $60.5 million, or 35.1%, to $112.1 million in the three months ended March 29, 2025, from $172.6 million in the three months ended March 30, 2024. Gross margin as a percentage of net revenues was 14.4% in the three months ended March 29, 2025, and 18.0% in the three months ended March 30, 2024. The decrease in gross margin percentage was primarily due to a decremental impact of volume/mix and unfavorable productivity.

SG&A Expense – SG&A expense decreased $38.0 million, or 20.8%, to $144.8 million in the three months ended March 29, 2025, from $182.8 million in the three months ended March 30, 2024. SG&A expense as a percentage of net revenues decreased to 18.7% in the three months ended March 29, 2025, from 19.1% in the three months ended March 30, 2024. The decrease in SG&A expense was primarily due to lower amortization expense resulting from accelerated amortization in the prior year for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024, a decrease in professional fees, including non-recurring transformation journey expenses, lower salaries and benefits driven by a reduction in headcount, as well as lower advertising and promotion expenses.

Goodwill Impairment – Goodwill impairment charges of $137.7 million in the three months ended March 29, 2025, relate to goodwill impairment charges associated with our North America reporting unit. Refer to Note 6 – Goodwill to our consolidated financial statements included in this Form 10-Q for more information.

Restructuring and Asset-Related Charges – Restructuring and asset-related charges decreased $3.5 million, or 19.5% to $14.5 million in the three months ended March 29, 2025, from $18.1 million in the three months ended March 30, 2024. The decrease in restructuring charges was primarily due to a decrease in charges incurred to close certain manufacturing facilities in our North America and Europe segments and to transform the operating structure of our Europe segment. Refer to Note 16 - Restructuring and Asset-Related Charges to our consolidated financial statements included in this Form 10-Q for more information.

Interest Expense, Net – Interest expense, net, decreased $0.8 million, or 4.9%, to $14.9 million in the three months ended March 29, 2025, from $15.7 million in the three months ended March 30, 2024. The decrease was primarily due to lower interest on the Term Loan Facility resulting from a partial repayment of principal during the third quarter of 2024 and lower interest rate in the current period, partially offset by the principal balance and higher interest rate on our Senior Notes issued during the third quarter of 2024 and maturing in 2032.

Loss on Extinguishment and Refinancing of Debt – The $0.2 million loss on extinguishment and refinancing of debt during the three months ended March 29, 2025, is associated with an amendment of our ABL Facility. The loss on extinguishment and refinancing of debt of $1.4 million in the three months ended March 30, 2024, is associated with an amendment of our Term Loan Facility. Refer to Note 10 - Long-Term Debt to our consolidated financial statements included in this Form 10-Q for more information.

Other Income, Net – Other income, net decreased $3.7 million, or 25.8%, to $10.6 million in the three months ended March 29, 2025, from $14.3 million in the three months ended March 30, 2024. Other income, net in the three months ended March 29, 2025, consisted primarily of cash received on investment in real estate of $7.6 million and income from the refund of deposits of China antidumping and countervailing duties of $2.9 million, partially offset by pension expense of $0.9 million. Other income, net in the three months ended March 30, 2024, consisted primarily of recovery of the JW Australia transition services costs incurred of $4.1 million, cash received on impaired notes of $3.5 million, income from the refund of deposits of China antidumping and countervailing duties of $2.9 million, insurance reimbursements of $1.7 million, and foreign currency gains of $1.5 million. Refer to Note 18 - Other Income, Net to our consolidated financial statements included in this Form 10-Q for more information.

Income Taxes – Income tax expense was $0.6 million in the three months ended March 29, 2025, compared to a $3.4 million benefit in the three months ended March 30, 2024. The effective tax rate in the three months ended March 29, 2025, was (0.3)%. The effective tax rate for the three months ended March 29, 2025, was driven primarily by the $14.2 million increase to valuation allowances on foreign and state NOL and credit carryforwards, $9.8 million of tax benefit attributable to goodwill impairment and $8.5 million of tax expense attributable to the court-ordered divestiture of Towanda. The effective tax rate in the three months ended March 30, 2024, was primarily driven by $2.0 million of tax expense on uncertain tax positions from ongoing audits as well as losses for jurisdictions for which there is a full valuation allowance in the quarter. Refer to Note 11 - Income Taxes to our consolidated financial statements included in this Form 10-Q for more information.

Segment Results and Non-GAAP Reconciliations

We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280-10 - Segment Reporting. We define Adjusted EBITDA as income (loss), net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense (income), net; and certain special items consisting of non-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset-related charges; M&A related costs; net (gain) loss on sale of business, property and equipment; loss on extinguishment and refinancing of debt; share-based compensation expense; non-cash foreign exchange transaction/translation (gain) loss; and other special items. We use Adjusted EBITDA because we believe this measure assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.

We have two reportable segments, organized and managed principally in geographic regions: North America and Europe. We report all other business activities in Corporate and unallocated costs.

Reconciliations of (loss) income, net of tax to Adjusted EBITDA by segment are as follows:

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(amounts in thousands)

(1) Refer to the calculation of Adjusted EBITDA for a discussion of the Special items listed below.

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(amounts in thousands)

(1) Corporate and unallocated depreciation and amortization expense in the three months ended March 30, 2024, includes accelerated amortization of $14.1 million for an ERP system that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement.

(2) Refer to the calculation of Adjusted EBITDA for a discussion of the Special items listed below.

Reconciliations of loss, net of tax to Adjusted EBITDA on a consolidated basis are as follows:

(amounts in thousands)

(1) Depreciation and amortization expense includes accelerated amortization of $14.1 million in the three months ended March 30, 2024, in Corporate and unallocated costs for an ERP system that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024.

(2) Net legal and professional expenses and settlements include non-recurring transformation journey expenses of $11.2 million and $16.4 million in the three months ended March 29, 2025 and March 30, 2024, respectively. For the three months ended March 29, 2025, these expenses primarily relate to project-based consulting fees that directly support the transformation journey that are not expected to recur in the foreseeable future. These projects include the centralization of human resources processes, North America supply chain network optimization strategy and other projects related to our transformation journey. For the three months ended March 30, 2024, these expenses primarily relate to the engagement of a transformation consultant for a period spanning from the third quarter of 2023 through January 2025, for which we incurred $14.6 million during the quarter. Expenses for this transformation consultant’s engagement, which was extended by ten weeks into 2025, included $2.1 million in the three months ended March 29, 2025. Additionally, net legal and professional expenses and settlements include $0.6 million and $1.1 million in the three months ended March 29, 2025 and March 30, 2024, respectively, relating to litigation of historic legal matters.

(3) Goodwill impairment consists of goodwill impairment charges associated with our North America reporting unit.

(4) Represents severance, accelerated depreciation and amortization, equipment relocation and other expenses directly incurred as a result of restructuring events. The restructuring charges primarily relate to charges incurred to change the operating structure, eliminate certain roles, and close certain manufacturing facilities in our North America and Europe segments.

(5) Product and inventory-related charges related to announced facility closures were detrimental to Adjusted EBITDA.

(6) M&A related costs consist primarily of legal and professional expenses related to the court-ordered divestiture of Towanda.

(7) Net gain on sale of business, property and equipment in the three months ended March 29, 2025, primarily relates to the court-ordered divestiture of Towanda. Net gain on sale of business, property and equipment in the three months ended March 30, 2024, primarily relates to the sale of properties in Chile.

(8) Loss on extinguishment and refinancing of debt consists of $0.2 million in the three months ended March 29, 2025, associated with an amendment of our ABL Facility and $1.4 million in the three months ended March 30, 2024, associated with an amendment of our Term Loan Facility.

(9) Represents non-cash equity-based compensation expense related to the issuance of share-based awards.

(10) Non-cash foreign exchange transaction/translation gain primarily associated with fair value adjustments of foreign currency derivatives and revaluation of balances denominated in foreign currencies.

(11) Other special items not core to ongoing business activity include: (i) in the three months ended March 30, 2024, a loss of $4.3 million of cumulative foreign currency translation adjustments related to the substantial liquidation of a foreign subsidiary in Chile in our North America segment and ($1.5) million of cash received on an impaired note in Corporate and unallocated costs.

Comparison of the Three Months Ended March 29, 2025 to the Three Months Ended March 30, 2024

(amounts in thousands)

(1) Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. Refer to the calculation of Adjusted EBITDA for a discussion of the Special items listed above.

North America

Net revenues in North America decreased $149.4 million, or 22.0%, to $530.6 million in the three months ended March 29, 2025, from $680.0 million in the three months ended March 30, 2024. The decrease was primarily due to a decrease in Core Revenues of 17%, a decrease in net revenues from the court-ordered divestiture of Towanda of 4%, and an unfavorable foreign exchange impact of 1%. The decrease in Core revenues was driven by an 18% decline in volume/mix driven by weaker market demand, partially offset by a 1% benefit from price realization.

Adjusted EBITDA in North America decreased $45.7 million, or 74.6%, to $15.5 million in the three months ended March 29, 2025, from $61.2 million in the three months ended March 30, 2024. The decrease was primarily due to unfavorable volume/mix and price/cost and unfavorable productivity, partially offset by lower selling, general and administrative expenses. The decrease in SG&A was primarily driven by lower advertising and promotion expenses, lower salaries and benefits driven by a reduction in headcount, as well as lower professional fees.

Europe

Net revenues in Europe decreased $33.7 million, or 12.1%, to $245.4 million in the three months ended March 29, 2025, from $279.1 million in the three months ended March 30, 2024. The decrease was primarily due to a decrease in Core Revenues of 9% and an unfavorable foreign exchange impact of 3%. Core Revenues decreased primarily due to unfavorable volume/mix of 10% primarily due to market softness across the region, partially offset by a 1% benefit from price realization.

Adjusted EBITDA in Europe decreased $3.8 million, or 26.5%, to $10.7 million in the three months ended March 29, 2025, from $14.5 million in the three months ended March 30, 2024. The decrease was primarily due to unfavorable volume/mix and price/cost, partially offset by favorable productivity and lower selling, general and administrative expenses. The decrease in SG&A was primarily driven by lower salaries and benefits driven by a reduction in headcount and lower professional fees.

Corporate and unallocated costs

Corporate and unallocated costs decreased by $2.7 million, or 38.3%, to $4.3 million in the three months ended March 29, 2025, from $7.0 million in the three months ended March 30, 2024. The decrease in cost was primarily due to a reduction in non-transformational professional fees, corporate function expense savings in the current year and an increase in cash received on investment in real estate, partially offset by an insurance reimbursement received during the three months ended March 30, 2024.

Liquidity and Capital Resources

Overview

We have historically funded our operations through a combination of cash from operations, draws on our revolving credit facilities, and the issuance of non-revolving debt such as our Term Loan Facility and our Senior Notes. We place a strong emphasis on cash flow generation, which includes an operating discipline focused on working capital management. Working capital fluctuates throughout the year and is impacted by inflation, the seasonality of our sales, customer payment patterns, supply availability, and the translation of the balance sheets of our foreign operations into the U.S. dollar. Typically, working capital increases at the end of the first quarter and beginning of the second quarter in conjunction with, and in preparation for, the peak season for home construction and remodeling in our North America and Europe segments, and decreases starting in the fourth quarter as inventory levels and accounts receivable decline. Inventories fluctuate for raw materials that have long delivery lead times, as we work through prior shipments and take delivery of new orders.

As of March 29, 2025, we had total liquidity (a non-GAAP measure) of $499.4 million, consisting of $132.5 million in unrestricted cash, $366.9 million available for borrowing under the ABL Facility, compared to total liquidity of $566.7 million as of December 31, 2024. The decrease in total liquidity was primarily due to lower ABL borrowing base availability as well as a lower cash balance at March 29, 2025 compared to December 31, 2024.

As of March 29, 2025, our cash balances, including $0.7 million of restricted cash, consisted of $35.1 million in cash located in the U.S. and $98.1 million in cash located outside of the U.S. held by our non-U.S. subsidiaries.

Based on our current and forecasted level of operations and seasonality of our business, we believe that cash provided by operations and other sources of liquidity, including cash, cash equivalents, and availability under our revolving credit facilities, will provide adequate liquidity for ongoing operations, planned capital expenditures and other investments, and debt service requirements for at least the next twelve months.

We may, from time to time, refinance, reprice, extend, retire, or otherwise modify our outstanding debt to lower our interest payments, reduce our debt, or otherwise improve our financial position. These actions may include repricing amendments, extensions, and/or opportunistic refinancing of debt. The amount of debt that may be refinanced, repriced, extended, retired, or otherwise modified, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants, and other considerations.

We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if there are any, will be on such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Based on hypothetical variable rate debt that would have resulted from drawing each revolving credit facility up to the full commitment amount, a 100-basis point decrease in interest rates would have reduced our interest expense by $2.1 million in the three months ended March 29, 2025. A 100-basis point increase in interest rates would have increased our interest expense by $2.0 million in the same period. In certain instances, the impact of a hypothetical decrease would have been partially mitigated by interest rate floors that apply to certain of our debt agreements.

Borrowings and Refinancings

In June 2023, we amended the Term Loan Facility to replace LIBOR with a Term SOFR based rate as the successor benchmark rate and made certain other technical amendments and related conforming changes. All other material terms and conditions were unchanged.

In August 2023, we redeemed all $250.0 million of our 6.25% Senior Secured Notes and $200.0 million of our 4.63% Senior Notes. The Company recognized a pre-tax loss of $6.5 million on the redemption in the year ended December 31, 2023, consisting of $3.9 million in call premium and $2.6 million in accelerated amortization of debt issuance costs.

In January 2024, we amended the Term Loan Facility to lower the applicable margin for replacement term loans, remove certain provisions no longer relevant to the parties, and make certain other technical amendments and related conforming changes. Pursuant to the amendment, replacement term loans bear interest at SOFR plus a margin of 1.75% to 2.00% depending on JWI’s corporate credit ratings, compared to a margin of 2.00% to 2.25% under the previous amendment. All other material terms and conditions of the Term Loan Agreement were unchanged.

In August 2024, we issued $350.0 million of Senior Notes, bearing interest at 7.00%, the proceeds of which were utilized to repay $150.0 million of the outstanding balance of our Term Loan Facility and redeemed the remaining $200.0 million of our 4.63% Senior Notes in September 2024. The Company recognized a pre-tax loss of $0.5 million on the redemption resulting from accelerated amortization of debt issuance costs.

In March 2025, we amended the ABL Facility to extend the maturity date from July 2026 to March 2028, replace the CDOR as the applicable rate with respect to loans denominated in Canadian Dollars with the CORRA, and make certain other technical amendments and related conforming changes. All other material terms and conditions of the Credit Agreement were unchanged including the aggregate commitment which remained at $500.0 million. The Company recognized a pre-tax loss of $0.2 million in the three months ended March 29, 2025, consisting of unamortized issuance costs.

In December 2007, we entered into thirty-year mortgage notes secured by land and buildings in Denmark with principal payments which began in 2018. In October 2024, we repaid the entire remaining principal balance of the mortgage notes of DKK 142.5 million ($20.7 million).

As of March 29, 2025, we were in compliance with the terms of all our Credit Facilities and the indentures governing the Senior Notes.

Our results have been and will continue to be impacted by substantial changes in our net interest expense throughout the periods presented and into the future. Refer to Note 10 - Long-Term Debt to our consolidated financial statements included in this Form 10-Q for more information.

Cash Flows

The following table summarizes the changes to our cash flows for the periods presented:

(amounts in thousands)

Cash Flow from Operations

Net cash used in operating activities increased $72.5 million to $83.5 million in the three months ended March 29, 2025, compared to $11.0 million in the three months ended March 30, 2024. The increase in net cash used in operating activities was primarily due to an unfavorable change in earnings of $162.4 million, inclusive of a $137.7 million non-cash goodwill impairment charge related to our North America reporting unit during the current quarter, and a $51.6 million decrease in net cash provided by our working capital accounts. The impact of accounts receivable, net of $40.5 million was unfavorable in the three months ended March 29, 2025, compared to the three months ended March 30, 2024, which was primarily due to timing of collections. The $46.1 million unfavorable impact from accounts payable is primarily due to decreased inventory purchases in North America and lower payables for professional expenses associated with a transformation consultant as compared to the prior year. The $35.1 million favorable impact of inventory is primarily due to a reduction in purchases of materials in North America.

Cash Flow from Investing Activities

Net cash provided by investing activities was $70.0 million in the three months ended March 29, 2025, compared to cash used in investing activities of $30.5 million in the three months ended March 30, 2024, primarily driven by $112.1 million proceeds related to the court-ordered divestiture of Towanda during the three months ended March 29, 2025, partially offset by an increase in capital expenditures of $7.2 million.

Cash Flow from Financing Activities

Net cash used in financing activities decreased $0.2 million to $6.6 million in the three months ended March 29, 2025, compared to $6.8 million in the three months ended March 30, 2024, primarily due to net debt payments and payments of debt extinguishment costs of $6.1 million in the three months ended March 29, 2025, compared to net debt payments and payments of debt extinguishment costs of $7.7 million in the three months ended March 30, 2024.

Critical Accounting Policies and Estimates

Our MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which may differ from these estimates.

Our significant accounting policies are described in Note 1 - Summary of Significant Accounting Policies to the consolidated financial statements presented in our Form 10-K. Our critical accounting policies and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K. Our significant and critical accounting policies have not changed significantly from those disclosed in our 2024 Form 10-K.

We are exposed to various types of market risks, including the effects of adverse fluctuations in foreign currency exchange rates, changes in interest rates, and movements in commodity prices for products we use in our manufacturing. To reduce our exposure to these risks, we maintain risk management controls and policies to monitor these risks and take appropriate actions to attempt to mitigate such forms of market risk. Our market risks have not changed significantly from those disclosed in the Form 10-K.

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, which are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, including this Report, are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, including the Company’s CEO and CFO, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report and, based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of March 29, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s most recently completed quarter ended March 29, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K included in Part I Item 1A - Risk Factors for the year ended December 31, 2024.