Surgery Partners(SGRY) - 2025 Q1 - Quarterly Report

PART I - FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements for Surgery Partners, Inc., including detailed notes on accounting policies, acquisitions, debt, leases, and segment reporting Condensed Consolidated Balance Sheets (Unaudited) The balance sheet shows a slight increase in total assets and total liabilities from December 31, 2024, to March 31, 2025, while total stockholders' equity decreased Condensed Consolidated Balance Sheets (Unaudited) | Metric | March 31, 2025 (Millions) | December 31, 2024 (Millions) | Change (Millions) | | :----------------------------- | :-------------------------- | :--------------------------- | :---------------- | | Total Assets | $7,949.2 | $7,890.0 | +$59.2 | | Total Liabilities | $4,362.3 | $4,184.8 | +$177.5 | | Total Stockholders' Equity | $3,156.0 | $3,196.4 | -$40.4 | | Cash and Cash Equivalents | $229.3 | $269.5 | -$40.2 | | Long-term debt, less current maturities | $3,446.9 | $3,268.9 | +$178.0 | Condensed Consolidated Statements of Operations (Unaudited) For the three months ended March 31, 2025, the company reported increased revenues but a net loss attributable to Surgery Partners, Inc., primarily due to higher interest expense and transaction/integration costs Condensed Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended March 31, 2025 (Millions) | Three Months Ended March 31, 2024 (Millions) | Change (Millions) | Change (%) | | :------------------------------------ | :----------------------------------------- | :----------------------------------------- | :---------------- | :--------- | | Revenues | $776.0 | $717.4 | +$58.6 | +8.2% | | Operating Income | $61.9 | $76.0 | -$14.1 | -18.6% | | Interest Expense, Net | $(62.2) | $(47.3) | -$(14.9) | +31.5% | | Net (Loss) Income | $(0.3) | $24.3 | -$(24.6) | -101.2% | | Net Loss Attributable to Surgery Partners, Inc. | $(37.7) | $(12.4) | -$(25.3) | +204.0% | | Basic Net Loss Per Share | $(0.30) | $(0.10) | -$(0.20) | +200.0% | Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) The company reported a comprehensive loss for the three months ended March 31, 2025, significantly higher than the prior year, primarily due to derivative activity Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) | Metric | Three Months Ended March 31, 2025 (Millions) | Three Months Ended March 31, 2024 (Millions) | Change (Millions) | Change (%) | | :------------------------------------ | :----------------------------------------- | :----------------------------------------- | :---------------- | :--------- | | Net (Loss) Income | $(0.3) | $24.3 | -$(24.6) | -101.2% | | Other Comprehensive (Loss) Income, net of tax | $(16.6) | $(5.5) | -$(11.1) | +201.8% | | Comprehensive (Loss) Income | $(16.9) | $18.8 | -$(35.7) | -189.9% | | Comprehensive Loss Attributable to Surgery Partners, Inc. | $(54.3) | $(17.9) | -$(36.4) | +203.4% | Condensed Consolidated Statements of Stockholders' Equity (Unaudited) Total stockholders' equity decreased from December 31, 2024, to March 31, 2025, mainly due to net loss and other comprehensive loss, partially offset by equity-based compensation and non-controlling interest adjustments Condensed Consolidated Statements of Stockholders' Equity (Unaudited) | Metric | Balance as of March 31, 2025 (Millions) | Balance as of December 31, 2024 (Millions) | Change (Millions) | | :------------------------------------ | :-------------------------------------- | :--------------------------------------- | :---------------- | | Total Stockholders' Equity | $3,156.0 | $3,196.4 | -$40.4 | | Net (Loss) Income | $(37.7) | N/A | N/A | | Equity-based compensation | $7.6 | N/A | N/A | | Other comprehensive loss | $(16.6) | N/A | N/A | | Distributions to non-controlling interests | $(49.3) | N/A | N/A | Condensed Consolidated Statements of Cash Flows (Unaudited) Cash flows from operating activities significantly decreased in Q1 2025 compared to Q1 2024, while net cash used in investing activities slightly decreased, and net cash provided by financing activities also saw a minor decrease Condensed Consolidated Statements of Cash Flows (Unaudited) | Metric | Three Months Ended March 31, 2025 (Millions) | Three Months Ended March 31, 2024 (Millions) | Change (Millions) | Change (%) | | :------------------------------------ | :----------------------------------------- | :----------------------------------------- | :---------------- | :--------- | | Net Cash Provided by Operating Activities | $6.0 | $40.7 | -$34.7 | -85.3% | | Net Cash Used in Investing Activities | $(76.4) | $(83.1) | +$6.7 | -8.1% | | Net Cash Provided by Financing Activities | $30.2 | $31.7 | -$1.5 | -4.7% | | Net Decrease in Cash and Cash Equivalents | $(40.2) | $(10.7) | -$29.5 | +275.7% | | Cash and Cash Equivalents at End of Period | $229.3 | $185.2 | +$44.1 | +23.8% | Notes to Condensed Consolidated Financial Statements (Unaudited) The notes provide detailed explanations of the company's accounting policies, including revenue recognition, income taxes, goodwill, and financial instruments, along with significant activities such as acquisitions, debt, leases, derivatives, earnings per share, and segment reporting 1. Organization and Summary of Accounting Policies This note outlines the company's business as a national network of surgical facilities and ancillary services, detailing its portfolio, financial statement presentation, revenue recognition, accounts receivable, income tax, goodwill, derivative instruments, redeemable non-controlling interests, fair value measurements, and variable interest entities - As of March 31, 2025, Surgery Partners owned or operated 164 surgical facilities (145 ASCs and 19 surgical hospitals) in 30 states, with a majority interest in 83 facilities and consolidating 118 for financial reporting[23] Revenues by Service Type (Percentage of Total Revenues) | Service Type | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Patient service revenues | 97.8 % | 98.3 % | | Other service revenues | 2.2 % | 1.7 % | | Total revenues | 100.0 % | 100.0 % | Patient Service Revenues by Payor Type (Percentage of Total Patient Service Revenues) | Payor Type | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :---------------- | :-------------------------------- | :-------------------------------- | | Private insurance | 53.6 % | 51.2 % | | Government | 41.7 % | 43.0 % | | Self-pay | 2.6 % | 2.8 % | | Other | 2.1 % | 3.0 % | | Total | 100.0 % | 100.0 % | - The effective tax rate was 0% for Q1 2025, differing from the U.S. federal statutory rate of 21% primarily due to earnings attributable to non-controlling interests, an increase in valuation allowance for interest expense limitations, and permanent differences in stock compensation expense, a significant change from the 15.3% effective tax rate in Q1 2024[45][46] Goodwill Activity (Millions) | Metric | Amount (Millions) | | :---------------------------- | :---------------- | | Balance as of December 31, 2024 | $5,068.0 | | Acquisitions, including post acquisition adjustments | $69.6 | | Disposals | $(11.4) | | Balance as of March 31, 2025 | $5,126.2 | 2. Acquisitions, Disposals and Deconsolidations In Q1 2025, the company acquired four surgical facilities and one physician practice for $44.0 million cash, recognizing $70.2 million in goodwill, and also disposed of interests in two surgical facilities, resulting in a net loss on deconsolidation and a net gain from other disposals - During Q1 2025, the Company acquired a controlling interest in four surgical facilities and one physician practice for $44.0 million cash, recognizing $28.0 million in non-controlling interests and $70.2 million in goodwill[61] - During Q1 2025, the Company sold a portion of its interests in one surgical facility, resulting in a pre-tax net loss on deconsolidation of $3.0 million, and disposed of controlling interests in two surgical facilities for $4.3 million cash, recognizing a pre-tax net gain of $0.5 million[67] - During Q1 2024, the Company acquired a controlling interest in two surgical facilities and several physician practices for $66.0 million cash and $1.1 million non-cash consideration, recognizing $21.2 million in non-controlling interests and $77.2 million in goodwill[60] - During Q1 2024, the Company sold a portion of its interests in a surgical facility, resulting in a pre-tax net gain on deconsolidation of $2.7 million[63] 3. Long-Term Debt Total debt increased to $3,550.8 million as of March 31, 2025, from $3,370.3 million at December 31, 2024, primarily due to increased borrowings on the senior secured revolving credit facility and finance lease obligations Long-Term Debt Summary (Millions) | Debt Type | March 31, 2025 | December 31, 2024 | | :------------------------------ | :------------- | :---------------- | | Senior secured term loan | $1,384.6 | $1,388.1 | | Senior secured revolving credit facility | $304.0 | $192.0 | | 7.250% senior unsecured notes due 2032 | $800.0 | $800.0 | | Notes payable and other secured loans | $227.5 | $224.4 | | Finance lease obligations | $866.6 | $798.7 | | Less: unamortized debt issuance costs and discounts | $(31.9) | $(32.9) | | Total debt | $3,550.8 | $3,370.3 | | Less: current maturities | $103.9 | $101.4 | | Total long-term debt | $3,446.9 | $3,268.9 | - Availability on the $703.8 million senior secured revolving credit facility was $388.9 million as of March 31, 2025, with the increase in outstanding borrowings primarily due to the timing of acquisitions[65] 4. Leases The company's total leased assets increased to $994.5 million as of March 31, 2025, with a corresponding increase in total lease liabilities, and lease expenses also rose, driven by higher finance lease costs Total Leased Assets and Liabilities (Millions) | Metric | March 31, 2025 | December 31, 2024 | | :-------------------- | :------------- | :---------------- | | Total leased assets | $994.5 | $951.3 | | Total lease liabilities | $1,179.1 | $1,131.8 | Total Lease Costs (Millions) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------ | :-------------------------------- | :-------------------------------- | | Operating lease costs | $16.5 | $15.9 | | Finance lease costs | $34.2 | $24.8 | | Variable and short-term lease costs | $4.6 | $5.8 | | Total lease costs | $55.3 | $46.5 | 5. Derivatives and Hedging Activities The company uses interest rate swaps and caps to manage interest rate risk, with several agreements maturing and new deferred premium interest rate cap agreements with a total notional amount of $1.4 billion becoming active on March 31, 2025, to limit interest rate exposure - The Company's interest rate swaps and caps are used to add stability to interest expense and manage exposure to interest rate movements[71] - As of March 31, 2025, five deferred premium interest rate cap agreements with a total notional amount of $1.4 billion became active, designated in cash flow hedging relationships to limit interest rate exposure on the term loan[74] - The fair value of derivatives in cash flow hedging relationships shifted from a net asset of $10.8 million at December 31, 2024, to a net liability of $11.8 million at March 31, 2025, primarily due to the maturity of previous swaps/caps and the new cap agreements[79] - An estimated $5.6 million will be reclassified as an increase to interest expense from accumulated OCI over the next 12 months[77] 6. Earnings Per Share Basic and diluted net loss per share attributable to common stockholders increased to $(0.30) for Q1 2025 from $(0.10) for Q1 2024, with potentially dilutive securities not included due to their anti-dilutive effect Net Loss Per Share Attributable to Common Stockholders | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Net loss attributable to Surgery Partners, Inc. | $(37.7) | $(12.4) | | Basic Net Loss Per Share | $(0.30) | $(0.10) | | Diluted Net Loss Per Share | $(0.30) | $(0.10) | | Weighted Average Common Shares Outstanding (Basic/Diluted) | 126,602 | 125,972 | 7. Other Current Liabilities Total other current liabilities decreased to $233.5 million at March 31, 2025, from $253.9 million at December 31, 2024, primarily due to a decrease in accrued expenses and other, partially offset by an increase in interest payable Other Current Liabilities (Millions) | Liability Type | March 31, 2025 | December 31, 2024 | | :------------------------------ | :------------- | :---------------- | | Right-of-use operating lease liabilities | $39.6 | $41.0 | | Cost report liabilities | $20.7 | $21.3 | | Amounts due to patients and payors | $38.6 | $31.8 | | Interest payable | $28.1 | $13.4 | | Interest rate swaps | $— | $3.5 | | Accrued expenses and other | $106.5 | $142.9 | | Total | $233.5 | $253.9 | 8. Commitments and Contingencies The company is subject to various claims and legal actions in the ordinary course of business, maintaining professional, general, workers' compensation, and cyber liability insurance, with management believing no current proceedings will have a material adverse effect - The Company is subject to claims and legal actions in the ordinary course of business, including patient treatment, employment practices, and personal injuries[85] - Total professional, general, and workers' compensation claim liabilities were $19.7 million as of March 31, 2025, with expected insurance recoveries of $9.6 million[85] 9. Segment Reporting Surgery Partners operates as a single reportable segment: Surgical Facilities, which includes ASCs, surgical hospitals, anesthesia services, and multi-specialty physician practices, using Adjusted EBITDA to assess performance and allocate resources - Surgery Partners has one reportable segment: Surgical Facilities, which includes ASCs, surgical hospitals, anesthesia services, and multi-specialty physician practices[86][87] - The operating segment previously defined as 'Ancillary services' was included with Surgical Facilities based on changes in operational management[88] Adjusted Surgical Facilities EBITDA (Millions) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--------------------------- | :-------------------------------- | :-------------------------------- | | Surgical Facilities Revenues | $776.0 | $717.4 | | Adjusted Surgical Facilities EBITDA | $132.0 | $125.3 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance and condition for the three months ended March 31, 2025, highlighting revenue growth, increased net loss, and discussions on liquidity, capital resources, and non-GAAP financial measures Cautionary Note Regarding Forward-Looking Statements This section advises readers that the report contains forward-looking statements based on current expectations, estimates, and assumptions, which involve risks and uncertainties that could cause actual results to differ materially - Forward-looking statements are subject to risks, uncertainties, and other factors that may cause actual results to differ from expectations[95] - Key risk factors include reductions in payments from government and private health care programs, ability to contract with private insurance payors, changes in payor or surgical case mix, and ability to maintain physician relationships[95] Executive Overview As of March 31, 2025, Surgery Partners operated 164 surgical facilities, with total revenues increasing by 8.2% to $776.0 million, driven by same-facility revenue growth and acquisitions, while net loss attributable to Surgery Partners, Inc. increased significantly to $37.7 million, and Adjusted EBITDA grew by 6.6% to $103.9 million - As of March 31, 2025, Surgery Partners owned or operated 164 surgical facilities (145 ASCs and 19 surgical hospitals) across 30 states[98] Key Financial Highlights (Q1 2025 vs. Q1 2024) | Metric | Q1 2025 (Millions) | Q1 2024 (Millions) | Change (Millions) | Change (%) | | :----------------------------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Total Revenues | $776.0 | $717.4 | +$58.6 | +8.2% | | Days Adjusted Same-Facility Revenues Growth | 5.2% | N/A | N/A | N/A | | Same-Facility Cases Growth | 6.5% | N/A | N/A | N/A | | Net Loss Attributable to Surgery Partners, Inc. | $(37.7) | $(12.4) | -$(25.3) | +204.0% | | Adjusted EBITDA | $103.9 | $97.5 | +$6.4 | +6.6% | - The company acquired a controlling interest in four surgical facilities and one physician practice for $44.0 million cash during Q1 2025[99] - Cash and cash equivalents were $229.3 million, with $388.9 million borrowing capacity under the Revolver as of March 31, 2025[100] Revenues Revenues are primarily derived from patient service revenues (97.8% in Q1 2025), which include fees for surgical procedures, physician visits, and anesthesia services, with other service revenues constituting a smaller portion - Patient service revenues accounted for 97.8% of total revenues in Q1 2025, slightly down from 98.3% in Q1 2024[102] - Other service revenues increased to 2.2% of total revenues in Q1 2025 from 1.7% in Q1 2024[102] Payor Mix The payor mix for patient service revenues in Q1 2025 showed an increased reliance on private insurance payors (53.6%) and a decreased reliance on government payors (41.7%) compared to Q1 2024 Patient Service Revenues by Payor Type (Percentage) | Payor Type | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :---------------- | :-------------------------------- | :-------------------------------- | | Private insurance payors | 53.6 % | 51.2 % | | Government payors | 41.7 % | 43.0 % | | Self-pay payors | 2.6 % | 2.8 % | | Other payors | 2.1 % | 3.0 % | | Total | 100.0 % | 100.0 % | Surgical Case Mix The company's surgical case mix remains diversified across multiple specialties, with Orthopedics and pain management, Ophthalmology, and Gastrointestinal procedures being the largest categories, showing a slight shift towards Orthopedics and pain management and Gastrointestinal cases in Q1 2025 Surgical Cases by Specialty (Percentage) | Specialty | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :---------------------------- | :-------------------------------- | :-------------------------------- | | Orthopedics and pain management | 40.5 % | 40.0 % | | Ophthalmology | 21.9 % | 23.5 % | | Gastrointestinal | 24.3 % | 22.1 % | | General surgery | 2.2 % | 2.3 % | | Other | 11.1 % | 12.1 % | | Total | 100.0 % | 100.0 % | Critical Accounting Policies There have been no material changes in the nature or application of the company's critical accounting policies since December 31, 2024 - No material changes in critical accounting policies or their application since December 31, 2024[106] Results of Operations This section provides a detailed comparison of operating results for Q1 2025 versus Q1 2024, showing revenues increased by 8.2%, driven by higher case volumes and acquisitions, but operating income decreased due to higher cost of revenues, transaction and integration costs, and significantly increased interest expense, leading to a substantial net loss attributable to Surgery Partners, Inc Summary of Operating Results (Millions) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change (Millions) | Change (%) | | :----------------------------------------- | :-------------------------------- | :-------------------------------- | :---------------- | :--------- | | Revenues | $776.0 | $717.4 | +$58.6 | +8.2% | | Cost of Revenues | $614.1 | $562.1 | +$52.0 | +9.2% | | General and Administrative Expenses | $36.0 | $33.2 | +$2.8 | +8.4% | | Depreciation and Amortization | $36.3 | $33.7 | +$2.6 | +7.7% | | Transaction and Integration Costs | $24.7 | $17.4 | +$7.3 | +42.0% | | Net Loss on Disposals, Consolidations and Deconsolidations | $6.4 | $1.5 | +$4.9 | +326.7% | | Operating Income | $61.9 | $76.0 | -$14.1 | -18.6% | | Interest Expense, Net | $(62.2) | $(47.3) | -$(14.9) | +31.5% | | Net Loss Attributable to Surgery Partners, Inc. | $(37.7) | $(12.4) | -$(25.3) | +204.0% | - Patient service revenues increased 7.5% to $758.4 million, driven by a 5.2% increase in days adjusted same-facility revenues (6.5% increase in case volumes, 1.2% decrease in revenue per case) and net impact from acquisitions/divestitures[107] - Cost of revenues as a percentage of revenues increased to 79.1% in Q1 2025 from 78.4% in Q1 2024, driven by increased case volume and high acuity procedures[108] - Transaction and integration costs increased by $7.3 million, primarily due to higher severance, IT implementation, and revenue cycle standardization costs[111] - Interest expense, net, increased by $14.9 million, primarily due to financing activities in 2024 related to senior unsecured notes and increased borrowings on the Revolver[113] - Income tax expense was $0.0 million in Q1 2025 (0% effective tax rate) compared to $4.4 million in Q1 2024 (15.3% effective tax rate), mainly due to non-controlling interests, valuation allowance, and stock compensation differences[114] Liquidity and Capital Resources Cash and cash equivalents decreased to $229.3 million at March 31, 2025, with operating cash flows significantly declining, while investing and financing cash flows saw minor changes, but the company believes its current cash, available credit, and access to capital markets are sufficient to meet short-term and long-term liquidity needs despite broad economic factors - Cash and cash equivalents decreased to $229.3 million at March 31, 2025, from $269.5 million at December 31, 2024[116] - Net cash provided by operating activities decreased by $34.7 million to $6.0 million in Q1 2025, primarily due to a decrease in net income and changes in other operating assets and liabilities[117] - Net cash used in investing activities decreased by $6.7 million to $76.4 million, driven by lower payments for acquisitions and increased proceeds from asset sales[118] - Net cash provided by financing activities decreased by $1.5 million to $30.2 million, mainly due to higher distributions to non-controlling interest holders, partially offset by increased long-term debt borrowings[119] - Net working capital increased to $505.2 million at March 31, 2025, from $495.0 million at December 31, 2024[120] - The company anticipates cash flows from operations, available cash, Revolver capacity, and capital market access will be adequate for short-term and long-term liquidity needs[124] Certain Non-GAAP Measures This section defines and reconciles non-GAAP financial measures, Adjusted EBITDA and Credit Agreement EBITDA, to their most directly comparable GAAP measures, with Adjusted EBITDA increasing by 6.6% to $103.9 million in Q1 2025, and Credit Agreement EBITDA at $588.7 million for the trailing twelve months ended March 31, 2025 - Adjusted EBITDA is a non-GAAP measure used by management to assess operating performance, make business decisions, and allocate resources[126] Adjusted EBITDA Reconciliation (Millions) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :----------------------------------------- | :-------------------------------- | :-------------------------------- | | (Loss) income before income taxes | $(0.3) | $28.7 | | Net income attributable to non-controlling interests | $(37.4) | $(36.7) | | Interest expense, net | $62.2 | $47.3 | | Depreciation and amortization | $36.3 | $33.7 | | Equity-based compensation expense | $7.6 | $4.9 | | Transaction and integration costs | $24.7 | $17.4 | | De novo start-up costs | $1.7 | $1.5 | | Net loss on disposals, consolidations and deconsolidations | $6.4 | $1.5 | | Litigation settlements and other litigation costs | $2.7 | $(1.2) | | Other | $— | $0.4 | | Adjusted EBITDA | $103.9 | $97.5 | - Credit Agreement EBITDA, used for liquidity and covenant compliance, was $588.7 million for the trailing twelve months ended March 31, 2025, including adjustments for acquisitions and synergies[129][131] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company is exposed to market risk primarily from interest rate changes, which it manages through a balanced mix of fixed and variable rate debt and the use of interest rate swap and cap agreements, and does not expect changes in interest rates to materially affect net earnings or cash flows in 2025 due to its hedging strategies - The Company is subject to market risk primarily from exposure to changes in interest rates[132] - Interest rate risk is managed using a balanced mix of maturities, fixed and variable rate debt, and interest rate swap and cap agreements[132] - Based on current indebtedness and effective hedging, the Company does not expect changes in interest rates to have a material effect on net earnings or cash flows in 2025[133] Item 4. Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2025, with no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were effective as of March 31, 2025[135] - No material changes in internal control over financial reporting occurred during the quarter ended March 31, 2025[136] PART II - OTHER INFORMATION Item 1. Legal Proceedings The company is routinely involved in claims and legal actions related to its business, but management believes no current proceedings would have a material adverse effect on its financial condition or results of operations - The Company is subject to claims and suits in the ordinary course of business, including those related to patient treatment, employment, and personal injuries[138] - Management believes no current legal proceedings would have a material adverse effect on the Company's business, financial condition, or results of operations[138] Item 1A. Risk Factors There have been no material changes to the risk factors previously discussed in the company's 2024 Annual Report on Form 10-K - No material changes to the risk factors discussed in the 2024 Annual Report on Form 10-K[139] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities or use of proceeds during the period - None[140] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities during the period - None[141] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[142] Item 5. Other Information No Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements were adopted or terminated by the company's directors or officers during the three months ended March 31, 2025 - No Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during Q1 2025[143] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer, and various XBRL taxonomy documents - Includes certifications from the Principal Executive Officer and Principal Financial Officer (Exhibits 31.1, 31.2, 32.1)[144] - Includes Inline XBRL Taxonomy Extension documents (Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE) and the cover page formatted in Inline XBRL (Exhibit 104)[144]