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Berry (NasdaqGS:BRY) M&A Announcement Transcript
2025-09-15 14:02
Summary of California Resources Corporation and Berry Corporation Combination Conference Call Industry and Companies Involved - **Industry**: Energy, specifically oil and gas production in California - **Companies**: California Resources Corporation (CRC) and Berry Corporation (NasdaqGS:BRY) Key Points and Arguments 1. **Transaction Overview**: CRC announced an all-stock combination with Berry Corporation, enhancing scale and creating significant operating and cost synergies while maintaining a strong balance sheet and liquidity [5][6][11] 2. **Production Increase**: The combination will add approximately 20,000 barrels of oil per day from Berry's California-based production, which is crucial as over 75% of California's oil consumption is sourced from abroad [6][7] 3. **Valuation Metrics**: The transaction is valued at approximately 2.9 times 2025 consensus EBITDAX and about $30,000 per flowing barrel, with expected accretion of over 10% to operating cash flow in the second half of 2025 [7][8] 4. **Synergy Targets**: CRC is targeting annual synergies of $80 million to $90 million within twelve months, representing about 12% of the transaction value, primarily from corporate synergies, lower interest costs, and operational improvements [8][9] 5. **Legislative Support**: Recent legislative actions in California are expected to incentivize local production, which aligns with CRC's strategy to reduce reliance on foreign oil [12][13] 6. **Permitting Environment**: The state has lifted the moratorium on CO2 pipelines and is allowing permits for up to 2,000 new wells annually in Kern County, which is expected to stabilize fuel markets and support local production [13][14][44] 7. **Shareholder Value**: CRC shareholders will own 94% of the combined company, with expectations for increased free cash flow and long-term value creation [11][17] 8. **Operational Flexibility**: The combination will provide CRC with enhanced operational flexibility and the ability to allocate capital more effectively across its portfolio [10][27] 9. **Uinta Basin Assets**: Berry's Uinta Basin assets will provide additional operational and financial optionality, with significant opportunities to unlock value [9][36] 10. **Integration Experience**: CRC's successful integration of the Era merger provides confidence in achieving synergies from the Berry combination [22][59] Other Important but Possibly Overlooked Content 1. **Environmental Considerations**: CRC emphasizes its commitment to responsible energy production and environmental stewardship, which is increasingly important in California's regulatory landscape [12][40] 2. **Market Dynamics**: The call highlighted the shift in California's energy market, with a growing need for local production to stabilize prices and support energy security [26][39] 3. **Future Plans**: CRC plans to maintain a disciplined approach to capital allocation while balancing shareholder returns and investment in growth opportunities [28][29] 4. **Operational Efficiency**: The combination is expected to enhance operational efficiency, particularly in managing production costs and maintaining low decline rates in oil production [47][48] 5. **Regulatory Landscape**: The transaction is not expected to face significant regulatory hurdles, with no state regulatory approval needed and a standard review process anticipated [55][56] This summary captures the essential elements of the conference call regarding the combination of California Resources Corporation and Berry Corporation, highlighting the strategic rationale, expected synergies, and the supportive legislative environment in California.
BRY Stock Alert: Halper Sadeh LLC Is Investigating Whether the Sale of Berry Corporation Is Fair to Shareholders
Businesswire· 2025-09-15 13:18
Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of Berry Corporation to California Resources Corporation, specifically the exchange ratio of 0.0718 shares of California Resources common stock for each share of Berry common stock [1] Company Summary - The transaction involves Berry Corporation (NASDAQ: BRY) being sold to California Resources Corporation [1] - The law firm Halper Sadeh is representing the interests of Berry shareholders in assessing the fairness of the deal [1] Legal Rights and Options - Berry shareholders are encouraged to explore their legal rights and options regarding the sale [1] - Contact information for Halper Sadeh LLC is provided for shareholders seeking further information [1]
Berry (NasdaqGS:BRY) Earnings Call Presentation
2025-09-15 13:00
Transaction Overview - The transaction value is $717 million[12] - CRC's ownership of the pro forma company is approximately 94%[12] - The estimated closing date is in the first quarter of 2026[12] - Targeted annual synergies are estimated at $80 – 90 million[12] Assets and Financials - Berry's California assets include 20 thousand barrels of oil equivalent per day (MBoe/d) with 100% oil and approximately 20,000 net acres with 94% net revenue interest (NRI)[12] - Berry's assets include 66 MW total power capacity and $2.1 billion in 1P PV-10*[12] - The EV/BRY 2025E Adjusted EBITDAX* multiple is approximately 29x, and the price per flowing barrel is approximately $30K[12] - Pro forma leverage ratio is expected to be less than 10x[12] Synergies and Free Cash Flow - Estimated deal synergies are expected to enhance free cash flow generation[13] - The net present value (NPV) at 10% of cumulative estimated deal synergies over 10 years is approximately $500 million[14] Production and Reserves - The pro forma company is expected to have approximately 20% growth in proved reserves[17] - 2024 Proved SEC Reserves are 652 MMBoe[17]
California Resources (NYSE:CRC) Earnings Call Presentation
2025-09-15 13:00
Transaction Overview - The transaction value is $717 million[12] - CRC's ownership of the pro forma company is approximately 94%[12] - The estimated closing date is in the first quarter of 2026[12] - Targeted annual synergies are estimated at $80 – 90 million[12] Assets and Financials - Berry's California assets include 20 thousand barrels of oil equivalent per day (MBoe/d) with 100% oil and approximately 20,000 net acres with 94% net revenue interest (NRI)[12] - Berry's assets include 66 MW total power capacity and $2.1 billion in 1P PV-10*[12] - The EV/BRY 2025E Adjusted EBITDAX* multiple is approximately 29x, and the price per flowing barrel is approximately $30K[12] - Pro forma leverage ratio is expected to be less than 10x[12] Synergies and Free Cash Flow - Estimated deal synergies are expected to enhance free cash flow generation[13] - The net present value (NPV) at 10% of cumulative estimated deal synergies over 10 years is approximately $500 million[14] Production and Reserves - The pro forma company is expected to have approximately 20% growth in proved reserves[17] - 2024 Proved SEC Reserves are 652 MMBoe[17]
California Resources Corporation Announces All-Stock Combination with Berry Corporation
Globenewswire· 2025-09-15 12:00
Core Viewpoint - The merger between California Resources Corporation (CRC) and Berry Corporation is expected to create a stronger and more efficient leader in the California energy sector, enhancing shareholder value through significant operational synergies and a robust financial position [2][3]. Transaction Overview - The all-stock transaction values Berry at approximately $717 million, including net debt, with CRC shareholders expected to own about 94% of the combined entity upon closing [1][5]. - The transaction is anticipated to close in the first quarter of 2026, pending regulatory and shareholder approvals [6]. Financial Metrics - The merger is projected to be immediately accretive to key financial metrics, with an estimated enterprise value of more than $6 billion for the combined entity [5][9]. - The transaction is priced at approximately 2.9x enterprise value to 2025E adjusted EBITDAX, with expected per share accretion to net cash provided by operating activities and free cash flow of over 10% before synergies [3][9]. Synergies and Cost Savings - CRC expects to achieve annual synergies of $80 to $90 million within 12 months post-closing, representing about 12% of the transaction value [3][9]. - Approximately 50% of these synergies are expected to be realized within six months of closing, primarily through corporate synergies, lower interest costs, and operational improvements [3][9]. Production and Reserves - On a pro forma basis, the combined company would have produced approximately 161 thousand barrels of oil equivalent per day (Mboe/d) in Q2 2025, with 81% being oil, and held around 652 million barrels of oil equivalent in proved reserves as of year-end 2024 [3][11]. - The merger will also enhance CRC's operational capabilities through the acquisition of C&J Well Services, improving well maintenance and operational efficiency [3][4]. Strategic Positioning - Berry's Uinta Basin position, comprising approximately 100,000 net acres, provides additional operational and financial optionality, with significant production potential [3][4]. - The combined company aims to leverage regulatory tailwinds to ensure safe, reliable, and affordable energy production while maximizing long-term shareholder value [2][3].
Natural Grocers® Expands Private-Label Brand With Organic Yogurt in Plain, Vanilla and Classic Berry Flavors
Prnewswire· 2025-09-10 11:27
Core Insights - Natural Grocers has launched a new line of Organic Yogurt, emphasizing its nutritious and organic qualities, including being non-GMO and free from artificial additives [1][3][6] - The yogurt is made from whole milk sourced from pasture-raised cows, ensuring high quality and taste [2][4][3] - The company continues to expand its private-label product offerings, now featuring over 900 products since its launch in 2016 [5][6] Product Details - The new Organic Yogurt comes in various flavors and sizes, with each serving containing 6-7 grams of protein [1][4] - Specific flavors include Vanilla, Blueberry, and Strawberry, priced at $1.49 for 6 oz and $5.29 for 32 oz [8] Company Overview - Natural Grocers, founded in 1955, operates 169 stores across 21 states, focusing on natural and organic groceries, body care products, and dietary supplements [6] - The company adheres to strict quality guidelines, ensuring all products are USDA-certified organic and free from artificial ingredients [6] - In fiscal year 2024, Natural Grocers invested over $15 million in employee compensation and benefits, reflecting its commitment to its workforce [6]
Bri-Chem Corp. Files Management Information Circular and Urges Shareholders to Vote Only the YELLOW Proxy for Bri-Chem's Nominees
Newsfile· 2025-09-05 00:42
Core Viewpoint - Bri-Chem Corp. is urging shareholders to vote for its nominated board members using the YELLOW Proxy in an upcoming contested election against dissident nominees [1][2][6]. Group 1: Company Overview - Bri-Chem Corp. is a leading North American oilfield chemical distribution and blending company, known for its wholesale distribution and blending of oilfield drilling, completion, stimulation, and production chemical fluids [13]. - The company operates 25 strategically located warehouses throughout Canada and the United States [13]. Group 2: Shareholder Meeting Details - The annual and special meeting of shareholders is scheduled for September 16, 2025, where shareholders will vote on board nominations and the ratification of By-Law No. 2 [1][3]. - The meeting will feature a contested election, with both Bri-Chem and the dissident group nominating four individuals for the board [5]. Group 3: Nominees Comparison - Bri-Chem has nominated Don Caron, Eric Sauze, Brian Campbell, and Albert Sharp, who are described as independent and aligned with shareholder interests, collectively owning approximately 15.6% of the company [2][10][11]. - The dissident nominees, led by Barry Hugghins, are criticized for lacking relevant public company experience and having inherent conflicts of interest [6][7][9]. Group 4: Board's Position - The board expresses serious concerns regarding the qualifications of the dissident nominees, emphasizing that they do not serve the best interests of the company [6][7]. - The board is committed to maintaining financial discipline and positioning the company for future growth despite current market challenges [11].
Berry Corporation: California Regulatory Situation Looking More Positive
Seeking Alpha· 2025-08-29 20:50
Group 1 - The article promotes a free two-week trial for the investment group Distressed Value Investing, which offers exclusive research on various companies and investment opportunities [1] - The investment group focuses on value opportunities and distressed plays, particularly in the energy sector [2] - The author, Aaron Chow, has over 15 years of analytical experience and previously co-founded a mobile gaming company that was acquired by PENN Entertainment [2] Group 2 - The article emphasizes that past performance is not indicative of future results and does not provide specific investment recommendations [3] - It clarifies that the analysts contributing to the platform may not be licensed or certified by any regulatory body [3]
Bri-Chem Announces 2025 Second Quarter Financial Results
Newsfile· 2025-08-15 00:11
Core Viewpoint - Bri-Chem Corp. reported its Q2 2025 financial results, showing a mixed performance with increased sales but challenges in profitability and working capital [1][4]. Financial Performance - Consolidated sales for Q2 2025 were $20.5 million, a 7% increase from $19.1 million in Q2 2024, driven by higher fluid distribution sales in the USA Rockies region [4][5]. - Adjusted EBITDA for Q2 2025 was $1.0 million, up 48% from $706 thousand in Q2 2024, with operating earnings increasing by 24% to $772 thousand [2][8]. - Net earnings for Q2 2025 were $157 thousand, a significant recovery from a net loss of $488 thousand in Q2 2024 [2][5]. - Adjusted net earnings per diluted share improved to $0.01 from a loss of $0.02 in the same period last year [2][5]. Financial Position - Total assets decreased by 10% to $53.4 million from $59.2 million year-over-year [2]. - Working capital fell by 21% to $11.1 million compared to $14.1 million in the previous year, attributed to a decrease in accounts receivables and inventory [5][8]. - Long-term debt slightly decreased by 3% to $6.4 million [2]. Operational Highlights - Canadian drilling fluids distribution sales reached $1.7 million, up by $611 thousand from the previous year, despite a 5% decrease in active operating land rigs [5][6]. - U.S. drilling fluids distribution sales increased by 7% to $12.3 million, with an average of 556 active land rigs, down 4% from the previous year [6][8]. - Canadian blending and packaging sales decreased to $3.9 million, while U.S. sales increased to $2.5 million, reflecting regional activity variations [7][8]. Outlook - The company anticipates a challenging operating environment due to commodity price volatility and cautious capital spending, with drilling activity expected to remain flat or slightly decline [9][10]. - Canadian drilling fluids demand is expected to remain soft through Q3 2025, with potential recovery in Q4 as customers prepare for 2026 drilling programs [11][12]. - U.S. fluid distribution sales are projected to remain stable, supported by sustained activity in key regions [11][12].
Berry (bry)(BRY) - 2025 Q2 - Quarterly Report
2025-08-07 20:55
Part I – Financial Information [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Berry Corporation's Q2 and H1 2025 financial statements reflect a decrease in total assets to $1.43 billion, a $63.1 million H1 net loss driven by a $157.9 million impairment, and $74.5 million in operating cash flow [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $1.428 billion by June 30, 2025, from $1.518 billion at year-end 2024, driven by reduced oil and gas property values, while stockholders' equity declined to $665 million Condensed Consolidated Balance Sheet Highlights (in thousands USD) | Account | June 30, 2025 (Unaudited) (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | **Total Current Assets** | $158,048 | $149,643 | | **Total Oil and Natural Gas Properties, net** | $1,110,600 | $1,240,152 | | **Total Assets** | **$1,428,115** | **$1,517,686** | | **Total Current Liabilities** | $190,927 | $187,880 | | **Long-term Debt, net** | $364,602 | $384,633 | | **Total Liabilities** | $763,174 | $787,047 | | **Total Stockholders' Equity** | $664,941 | $730,636 | | **Total Liabilities and Stockholders' Equity** | **$1,428,115** | **$1,517,686** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 saw a net income of $33.6 million, a turnaround from Q2 2024's $8.8 million loss due to derivative gains, but H1 2025 recorded a $63.1 million net loss, impacted by a $157.9 million impairment charge Statement of Operations Summary (in thousands USD, except per share amounts) | Metric | Q2 2025 (USD) | Q2 2024 (USD) | H1 2025 (USD) | H1 2024 (USD) | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues and Other** | $210,078 | $199,634 | $392,729 | $335,714 | | Oil, Natural Gas & NGL Sales | $125,637 | $168,781 | $273,499 | $335,099 | | Gains (Losses) on Derivatives | $56,423 | $(5,844) | $61,898 | $(77,044) | | Impairment of Oil & Gas Properties | $0 | $43,980 | $157,910 | $43,980 | | **Net Income (Loss)** | **$33,604** | **$(8,769)** | **$(63,076)** | **$(48,853)** | | **Diluted EPS** | **$0.43** | **$(0.11)** | **$(0.81)** | **$(0.64)** | [Condensed Consolidated Statements of Stockholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity declined from $730.6 million at year-end 2024 to $664.9 million by June 30, 2025, primarily due to net losses and $6.1 million in dividend payments - Stockholders' equity decreased by **$65.7 million** in the first six months of 2025, driven by a cumulative net loss and dividend payments[13](index=13&type=chunk) - Dividends declared on common stock totaled **$0.06 per share** ($0.03 in Q1 and $0.03 in Q2) for the six months ended June 30, 2025, amounting to approximately **$6.1 million**[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities for H1 2025 was $74.5 million, down from $98.2 million in H1 2024, with $53.9 million used in investing and $30.6 million in financing, leading to a $10.1 million net cash decrease Cash Flow Summary (in thousands USD) | Activity | Six Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2024 (USD) | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | **$74,510** | **$98,164** | | **Net Cash Used in Investing Activities** | **$(53,932)** | **$(61,147)** | | **Net Cash Used in Financing Activities** | **$(30,636)** | **$(35,164)** | | Net (Decrease) Increase in Cash | $(10,058) | $1,853 | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's $427.5 million term loan, commodity hedging, a $158 million Q1 2025 impairment charge, and segment performance for E&P and well servicing operations - The company operates in two business segments: exploration and production (E&P) in California and Utah, and well servicing and abandonment services in California[18](index=18&type=chunk) - As of June 30, 2025, the company had **$427.5 million** outstanding under its 2024 Term Loan and no borrowings under its 2024 Revolver[25](index=25&type=chunk) - In the first quarter of 2025, the company recorded a non-cash pre-tax asset impairment charge of **$158 million** (**$113 million** after-tax) on a non-thermal diatomite property in California due to changes in reserve estimates and market volatility[101](index=101&type=chunk)[102](index=102&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses operations in California and Utah, commodity price volatility, a $158 million Q1 2025 impairment, capital program focus, and $101 million liquidity as of June 30, 2025 - The company's 2025 capital program focuses on thermal diatomite sidetrack wells in California and the development of its first operated four-well horizontal pad in the Uinta Basin, Utah[130](index=130&type=chunk)[134](index=134&type=chunk) - Market uncertainty, influenced by OPEC+ actions and U.S. executive orders, contributed to oil price declines and a Q1 2025 non-cash pre-tax asset impairment charge of **$158 million** on a California property[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk) - As of June 30, 2025, the company had **$101 million** of liquidity, consisting of **$20 million** in cash, **$49 million** in available borrowing capacity, and **$32 million** in available commitments under its Delayed Draw Term Loan[292](index=292&type=chunk) [Production and Prices](index=36&type=section&id=Production%20and%20Prices) Average daily production decreased to **23.9 mboe/d** in Q2 2025 from **25.3 mboe/d** in Q2 2024, with realized oil prices falling to **$61.26/bbl** due to market conditions Average Daily Production (mboe/d) | Period | Q2 2025 (mboe/d) | Q1 2025 (mboe/d) | Q2 2024 (mboe/d) | | :--- | :--- | :--- | :--- | | **Total (mboe/d)** | **23.9** | **24.7** | **25.3** | Weighted-Average Realized Sales Prices (without hedges) | Product | Q2 2025 | Q1 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | **Oil ($/bbl)** | $61.26 | $69.48 | $78.18 | | **Natural Gas ($/mcf)** | $2.30 | $3.95 | $1.78 | [Results of Operations](index=40&type=section&id=Results%20of%20Operations) Q2 2025 revenues rose 5% to $210.1 million due to derivative gains, resulting in a $33.6 million net income, while H1 2025 saw a $63.1 million net loss due to a $158 million impairment charge - **Q2 2025 vs Q2 2024:** Oil, natural gas, and NGL sales decreased by **$43.1 million** (26%) due to lower prices and volumes. This was more than offset by a **$62.3 million** positive swing in gains on oil and gas sales derivatives, leading to a **5% increase** in total revenues[215](index=215&type=chunk)[216](index=216&type=chunk)[219](index=219&type=chunk) - **H1 2025 vs H1 2024:** A **$113.9 million** increase in impairment charges was the primary driver of the wider net loss. Total revenues increased by **$57.0 million** (17%), again due to a significant positive swing in derivative gains of **$138.9 million**[236](index=236&type=chunk)[239](index=239&type=chunk)[242](index=242&type=chunk) - **Q2 2025 vs Q1 2025:** Total revenues increased by **$27.4 million** (15%), mainly due to a **$50.9 million** increase in gains on oil and gas sales derivatives, which masked a **$22.2 million** drop in commodity sales from lower prices and volumes[196](index=196&type=chunk)[197](index=197&type=chunk)[199](index=199&type=chunk) [Non-GAAP Financial Measures](index=50&type=section&id=Non-GAAP%20Financial%20Measures) Adjusted EBITDA for Q2 2025 was $52.9 million and $121.4 million for H1 2025, both down year-over-year, while Free Cash Flow was negative $8.1 million for H1 2025 Adjusted EBITDA Reconciliation (in thousands USD) | Period | Q2 2025 (USD) | Q2 2024 (USD) | H1 2025 (USD) | H1 2024 (USD) | | :--- | :--- | :--- | :--- | :--- | | Net Income (Loss) | $33,604 | $(8,769) | $(63,076) | $(48,853) | | Adjustments | $19,311 | $83,098 | $184,441 | $191,716 | | **Adjusted EBITDA** | **$52,915** | **$74,329** | **$121,365** | **$142,863** | Free Cash Flow Reconciliation (in thousands USD) | Period | H1 2025 (USD) | H1 2024 (USD) | | :--- | :--- | :--- | | Net cash provided by operating activities | $74,510 | $98,164 | | Capital expenditures | $(82,638) | $(59,261) | | **Free Cash Flow** | **$(8,128)** | **$38,903** | [Liquidity and Capital Resources](index=58&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company had **$101 million** in liquidity, **$428 million** outstanding on its Term Loan, an active hedging program, and **$190 million** remaining in its share repurchase authority - The company's debt structure includes a 2024 Term Loan with **$428 million** outstanding and a 2024 Revolver with a **$95 million** borrowing base and **$49 million** of available capacity as of June 30, 2025[292](index=292&type=chunk)[297](index=297&type=chunk)[299](index=299&type=chunk) - The company has an active hedging program, with significant volumes of crude oil production and natural gas purchases hedged through 2028 to reduce price volatility[300](index=300&type=chunk)[304](index=304&type=chunk) - The company declared cash dividends of **$0.03 per share** in both March and May 2025. The stock repurchase program has **$190 million** of remaining authority, though no shares were repurchased in the first half of 2025[310](index=310&type=chunk)[313](index=313&type=chunk)[314](index=314&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=70&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages commodity price volatility through hedging, with a net asset of **$69 million** in hedge positions as of June 30, 2025, sensitive to 10% price changes resulting in **$147 million** net asset or **$8 million** net liability - The most significant market risk is from volatile energy prices, which the company mitigates using derivative instruments like swaps, calls, and collars[351](index=351&type=chunk)[352](index=352&type=chunk) - A sensitivity analysis on the company's hedge portfolio shows that a **10% decrease** in oil and gas prices from June 30, 2025 levels would result in a net asset of approximately **$147 million**, while a **10% increase** would result in a net liability of approximately **$8 million**[354](index=354&type=chunk) [Controls and Procedures](index=71&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2025, the CEO and CFO concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during Q2 2025 - The CEO and CFO concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective[358](index=358&type=chunk) - No material changes were made to the company's internal control over financial reporting during the second quarter of 2025[360](index=360&type=chunk) Part II – Other Information [Legal Proceedings](index=72&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine legal proceedings with no material changes, though a new CalGEM notification regarding injection well testing may result in an immaterial civil penalty - There have been no material changes to previously reported legal proceedings[363](index=363&type=chunk) - A new matter arose on April 4, 2025, where CalGEM notified the company about overdue mechanical integrity testing on certain injection wells. The company has since brought the wells into compliance and expects any potential civil penalty to be immaterial[364](index=364&type=chunk) [Risk Factors](index=72&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K have occurred - No material changes to the risk factors disclosed in the Annual Report have occurred[366](index=366&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Purchases of Equity Securities](index=72&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) No shares were repurchased during H1 2025, with **$190 million** remaining under the company's board-authorized share repurchase program as of June 30, 2025 - No shares were repurchased during the six months ended June 30, 2025[367](index=367&type=chunk) - The company has **$190 million** of remaining authority under its stock repurchase program as of June 30, 2025[368](index=368&type=chunk) [Other Information](index=73&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 trading arrangements were adopted, modified, or terminated, and the Key Employee Agreement for Jeffrey Magids was amended effective August 5, 2025 - The company amended and restated the Key Employee Agreement for Jeffrey Magids, effective August 5, 2025, modifying the initial term, restrictive covenants, and severance provisions[371](index=371&type=chunk) [Exhibits](index=74&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including credit agreement amendments, key employee agreements, and SEC certifications