OneSpaWorld(OSW) - 2025 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis of OneSpaWorld Holdings Limited Item 1. Unaudited Financial Statements This section presents the unaudited condensed consolidated financial statements for OneSpaWorld Holdings Limited and its subsidiaries, including balance sheets, statements of operations, comprehensive income, equity, and cash flows, along with detailed notes explaining significant accounting policies, intangible assets, long-term debt, equity, revenue recognition, segment information, fair value measurements, income taxes, commitments, and subsequent events Condensed Consolidated Balance Sheets This statement provides a snapshot of the company's assets, liabilities, and equity at specific points in time | ASSETS (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Cash and cash equivalents | $35,028 | $57,439 | | Total current assets | $153,408 | $161,505 | | Total assets | $731,818 | $746,423 | | LIABILITIES (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total current liabilities | $81,390 | $79,405 | | Total liabilities | $183,490 | $191,926 | | Total shareholders' equity | $548,328 | $554,497 | - Total assets decreased from $746.4 million at December 31, 2024, to $731.8 million at June 30, 2025. Cash and cash equivalents saw a notable decrease from $57.4 million to $35.0 million[10] Condensed Consolidated Statements of Operations This statement details the company's revenues, expenses, and net income over specific reporting periods | (in thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $240,726 | $224,891 | $460,356 | $436,117 | | Income from operations | $22,127 | $18,839 | $38,964 | $35,816 | | Net income | $19,940 | $15,759 | $35,211 | $36,925 | | Basic EPS | $0.19 | $0.15 | $0.34 | $0.36 | | Diluted EPS | $0.19 | $0.15 | $0.34 | $0.35 | - For the three months ended June 30, 2025, total revenues increased by 7.0% YoY to $240.7 million, and net income increased by 26.5% YoY to $19.9 million. For the six months ended June 30, 2025, total revenues increased by 5.6% YoY to $460.4 million, but net income decreased by 4.6% YoY to $35.2 million[12] Condensed Consolidated Statements of Comprehensive Income This statement presents net income and other comprehensive income or loss, reflecting all non-owner changes in equity | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $19,940 | $15,759 | $35,211 | $36,925 | | Total other comprehensive loss, net of tax | $(180) | $(947) | $(856) | $(1,665) | | Total comprehensive income | $19,760 | $14,812 | $34,355 | $35,260 | - Total comprehensive income for the three months ended June 30, 2025, increased to $19.8 million from $14.8 million in the prior year. For the six months, it decreased slightly to $34.4 million from $35.3 million, primarily due to higher other comprehensive loss[14] Condensed Consolidated Statements of Equity This statement outlines changes in shareholders' equity, including net income, stock-based compensation, share repurchases, and dividends | (in thousands) | Balance, December 31, 2024 | Net Income (6M 2025) | Stock-based Compensation (6M 2025) | Repurchase and Retirement of Common Shares (6M 2025) | Dividends (6M 2025) | Balance, June 30, 2025 | | :------------- | :------------------------- | :------------------- | :--------------------------------- | :--------------------------------------------------- | :------------------ | :--------------------- | | Total Shareholders' equity | $554,497 | $35,211 | $5,672 | $(37,901) | $(8,295) | $548,328 | - Total shareholders' equity decreased from $554.5 million at December 31, 2024, to $548.3 million at June 30, 2025, primarily due to share repurchases ($37.9 million) and dividend payments ($8.3 million), partially offset by net income and stock-based compensation[17] Condensed Consolidated Statements of Cash Flows This statement reports the cash generated and used by operating, investing, and financing activities | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $30,401 | $33,642 | | Net cash used in investing activities | $(4,426) | $(2,322) | | Net cash (used in) provided by financing activities | $(48,705) | $3,542 | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(22,411) | $34,764 | | Cash, cash equivalents and restricted cash, End of period | $36,226 | $63,666 | - Net cash provided by operating activities decreased to $30.4 million for the six months ended June 30, 2025, from $33.6 million in the prior year. Financing activities shifted from providing $3.5 million in 2024 to using $48.7 million in 2025, driven by share repurchases and dividend payments[24] Notes to Condensed Consolidated Financial Statements These notes provide detailed explanations and additional information supporting the condensed consolidated financial statements 1. Description of Business This section outlines OneSpaWorld Holdings Limited's core business as a global provider of health, wellness, fitness, and beauty services - OneSpaWorld Holdings Limited is a global provider of health, wellness, fitness, and beauty services and products, primarily operating on cruise ships and in land-based destination resorts. The predominant business, based on revenues, is sales of services and products on cruise ships and in destination resorts[30] 2. Summary of Significant Accounting Policies This section details the accounting principles and methods used in preparing the financial statements - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP, with certain information omitted or condensed per SEC rules. Management believes disclosures are adequate and reflect all necessary adjustments[31] - Deferred contract costs, related to fees accrued to cruise line partners, increased to $22.4 million as of June 30, 2025, from $21.0 million as of December 31, 2024. Amortization expense for these costs was $0.9 million for each of the three-month periods ended June 30, 2025 and 2024[34][35] Earnings Per Share Calculation (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $19,940 | $15,759 | $35,211 | $36,925 | | Weighted average shares outstanding – Basic | 103,211 | 105,123 | 103,903 | 103,292 | | Basic EPS | $0.19 | $0.15 | $0.34 | $0.36 | | Diluted EPS | $0.19 | $0.15 | $0.34 | $0.35 | - The FASB issued ASU No. 2023-09 (Income Taxes) effective for annual periods beginning after December 15, 2024, requiring enhanced disclosures for income tax reconciling items and taxes paid. ASU No. 2024-03 (Expense Disaggregation Disclosures) was issued in November 2024, effective for annual reporting periods beginning after December 15, 2026, requiring more detailed expense disclosures[40][41] 3. Intangible Assets This section details the company's intangible assets, including retail concession and destination resort agreements, and their amortization Intangible Assets (in thousands) | Intangible Asset | Net Balance (June 30, 2025) | Net Balance (December 31, 2024) | | :----------------- | :-------------------------- | :------------------------------ | | Retail concession agreements | $507,257 | $515,009 | | Destination resort agreements | $9,008 | $9,523 | | Trade name | $5,500 | $5,500 | | Licensing agreement | $- | $- | | Total | $521,765 | $530,032 | - Total net intangible assets decreased from $530.0 million at December 31, 2024, to $521.8 million at June 30, 2025. Amortization expense was $4.1 million for each of the three-month periods and $8.3 million for each of the six-month periods ended June 30, 2025 and 2024[42] 4. Long-Term Debt This section provides details on the company's long-term debt, including the term loan facility, interest rates, and compliance with covenants Long-Term Debt (in thousands) | Debt Component | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :---------------- | | Term loan facility | $97,500 | $100,000 | | Less: unamortized debt issuance cost | $(1,298) | $(1,443) | | Total debt, net | $96,202 | $98,557 | | Less: current portion | $(5,000) | $(5,000) | | Long-term debt, net | $91,202 | $93,557 | - The Company's Term Loan Facility, part of a $100 million senior secured credit facility, had an outstanding balance of $97.5 million as of June 30, 2025, down from $100 million at December 31, 2024. The facility matures on September 20, 2029, and accrues interest at Term SOFR plus a margin of 1.90% (with step-ups)[43][44] - The Company was in compliance with all debt covenants as of June 30, 2025, including maintaining a maximum consolidated total leverage ratio of 4.00 to 1.00 and a minimum fixed charge coverage ratio of 1.25 to 1.00[47] Scheduled Principal Repayments on Long-Term Debt (in thousands) | Year | Amount | | :-------------- | :-------- | | Remainder of 2025 | $2,500 | | 2026 | $5,000 | | 2027 | $5,000 | | 2028 | $5,000 | | 2029 | $80,000 | | Total | $97,500 | 5. Equity This section covers changes in equity, including dividend declarations and share repurchase programs - The Board of Directors declared quarterly dividends of $0.04 per common share on February 12, 2025, and April 23, 2025, which were subsequently paid[52][53] - During Q1 2025, the Company repurchased 2,094,498 common shares for $37.9 million under the 2024 Share Repurchase Program. A new $75.0 million share repurchase program (2025 Share Repurchase Program) was approved on April 23, 2025, replacing the prior program, with no repurchases made under it as of the filing date[54][55] 6. Stock-Based Compensation This section details the stock-based compensation expense, including impacts from accelerated vesting - Stock-based compensation expense was $2.1 million for each of the three-month periods ended June 30, 2025 and 2024. For the six months ended June 30, 2025, it was $5.7 million, an increase from $4.2 million in the prior year, partly due to a $1.4 million incremental expense from accelerated vesting of RSUs and PSUs related to an executive departure[56][57][58] 7. Revenue Recognition This section explains the company's policies for recognizing service and product revenues - Service revenues are recognized upon completion of services, primarily health and wellness, aesthetics, and fitness services on cruise ships and in destination resorts. Product revenues are recognized when customers obtain control of products, either at the point of sale or time of shipping for online sales[60][61] Disaggregated Revenues by Source and Segment (in thousands) | Revenue Source/Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Maritime Service Revenues | $185,349 | $172,060 | $354,860 | $333,773 | | Destination Resorts Service Revenues | $8,009 | $8,786 | $17,017 | $19,282 | | Total Service Revenues | $193,358 | $180,846 | $371,877 | $353,055 | | Maritime Product Revenues | $46,369 | $42,872 | $86,309 | $80,602 | | Destination Resorts Product Revenues | $510 | $634 | $1,172 | $1,345 | | Timetospa.com Product Revenues | $489 | $539 | $998 | $1,115 | | Total Product Revenues | $47,368 | $44,045 | $88,479 | $83,062 | | Total Revenues | $240,726 | $224,891 | $460,356 | $436,117 | 8. Segment and Geographical Information This section explains the company's single reportable segment and disaggregates revenues by geographic region - The Company aggregates its Maritime and Destination Resorts operating segments into a single reportable segment due to similar economic characteristics, products, services, customers, and delivery methods. The Chief Executive Officer reviews financial results and makes decisions on a consolidated basis[66] Geographic Revenues (in thousands) | Geographic Region | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | U.S. | $4,025 | $4,476 | $8,159 | $9,559 | | Other countries | $5,214 | $5,633 | $11,425 | $12,509 | | Not connected to a country | $231,487 | $214,782 | $440,772 | $414,049 | | Total | $240,726 | $224,891 | $460,356 | $436,117 | 9. Changes in Accumulated Other Comprehensive Income (Loss) This section tracks the changes in accumulated other comprehensive income or loss over the reporting periods Changes in Accumulated Other Comprehensive Income (Loss) (in thousands) | Component | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Beginning balance | $397 | $1,455 | | Net current period other comprehensive income (loss) | $(856) | $(1,665) | | Ending balance | $(459) | $(210) | - Accumulated other comprehensive income (loss) shifted from a gain of $397 thousand at the beginning of 2025 to a loss of $459 thousand by June 30, 2025, primarily due to a net current period other comprehensive loss of $856 thousand[69] 10. Fair Value Measurements and Derivatives This section discusses the fair value of financial instruments and the use of interest rate swaps for hedging Fair Value of Financial Instruments (in thousands) | Instrument | Carrying Value (June 30, 2025) | Estimated Fair Value (June 30, 2025) | Carrying Value (December 31, 2024) | Estimated Fair Value (December 31, 2024) | | :--------- | :----------------------------- | :----------------------------------- | :--------------------------------- | :--------------------------------------- | | Cash | $35,028 | $35,028 | $57,439 | $57,439 | | Restricted cash | $1,198 | $1,198 | $1,198 | $1,198 | | Term loan facility | $97,500 | Approximates carrying amount | $100,000 | $100,740 | - The Company uses floating-to-fixed interest rate swap agreements with a notional amount of $97.5 million as of June 30, 2025, to hedge exposure to changes in cash flows from its variable rate Term Loan Facility. These derivatives are designated as cash flow hedges and are categorized as Level 2 in the fair value hierarchy[74][77][79] Effect of Interest Rate Swap on Financial Statements (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | (Loss) Gain recognized in AOCI | $(186) | $75 | $(745) | $342 | | Amounts reclassified from AOCI to interest expense | $(228) | $(945) | $(456) | $(1,892) | 11. Income Taxes This section outlines the income tax expense and factors influencing its changes - Income tax expense was $0.8 million for both three-month periods ended June 30, 2025 and 2024. For the six-month periods, it decreased to $1.2 million in 2025 from $1.4 million in 2024, primarily due to a mix of income earned in lower-taxed jurisdictions[81] 12. Commitments and Contingencies This section addresses the company's legal proceedings, disputes, and related accruals - The Company is involved in routine legal proceedings and disputes, most of which are covered by insurance. An accrual of $1.2 million has been recorded for a $1.9 million VAT assessment from a foreign tax authority, which the Company is disputing[82][83] 13. Subsequent Events This section reports significant events that occurred after the reporting period but before the financial statements were issued - On July 30, 2025, the Board of Directors approved a quarterly dividend payment of $0.04 per common share, payable on September 3, 2025[84] 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 condition and results of operations, highlighting key performance indicators, revenue drivers, and a detailed comparison of financial results for the three and six months ended June 30, 2025, versus 2024. It also discusses liquidity, capital resources, seasonality, and critical accounting policies Overview This section provides a high-level description of OneSpaWorld's business as a global leader in health and wellness services - OneSpaWorld is a global leader in operating health and wellness centers on cruise ships and in destination resorts, leveraging its staff expertise, broad service offerings, and extensive global recruitment, training, and logistics platform[86][87] Key Performance Indicators This section presents crucial metrics used to evaluate the company's operational and financial performance Key Performance Indicators | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Average Ship Count | 191 | 188 | 192 | 188 | | Period End Ship Count | 200 | 197 | 200 | 197 | | Average Weekly Revenue Per Ship | $92,936 | $88,034 | $88,560 | $84,859 | | Average Revenue Per Shipboard Staff Per Day | $608 | $586 | $585 | $567 | | Revenue Days | 17,426 | 17,074 | 34,827 | 34,150 | | Average Resort Count | 50 | 52 | 50 | 52 | | Period End Resort Count | 51 | 52 | 51 | 52 | | Average Weekly Revenue Per Resort | $13,019 | $14,028 | $14,116 | $15,405 | - Average Weekly Revenue Per Ship increased by 5.6% for the three months ended June 30, 2025, to $92,936, and Average Revenue Per Shipboard Staff Per Day increased by 3.7% to $608, indicating improved productivity[91] Revenue Drivers and Business Trends This section discusses factors influencing revenue and strategic initiatives for growth and profitability - Revenue and financial performance are influenced by factors such as the number and size of health and wellness centers, expansion of value-added services (e.g., medi-spa, advanced facial techniques), pricing increases, mix of ship categories and itineraries, and collaboration with cruise line partners for targeted marketing and pre-booking technologies[101] - The Company is focusing on innovating and implementing higher value-added and price point services, which require specific equipment and trained staff, driving a shift towards a more profitable service mix[101] Results of Operations This section provides a detailed analysis of the company's financial performance over the reporting periods Comparison of Results for the three months ended June 30, 2025 compared to three months ended June 30, 2024 This section compares the financial performance for the three-month periods, highlighting revenue, income, and expense changes Three Months Ended June 30, 2025 vs. 2024 (in thousands) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :------------ | :------------ | :------------ | | Total revenues | $240,726 | $224,891 | $15,835 | 7% | | Service revenues | $193,358 | $180,846 | $12,512 | 7% | | Product revenues | $47,368 | $44,045 | $3,323 | 8% | | Income from operations | $22,127 | $18,839 | $3,288 | 17% | | Interest expense, net | $(1,395) | $(2,221) | $826 | (37)% | | Net income | $19,940 | $15,759 | $4,181 | 27% | - Revenue growth was driven by a 4% increase in average guest spend ($8.5 million), 1% increase in Revenue Days ($4.5 million), and fleet expansion ($3.5 million), partially offset by a $0.9 million decrease in the destination resorts business[103] - Administrative expenses decreased by $0.3 million (7%) due to non-recurrence of expenses associated with a secondary offering and warrants conversion in 2024. Salaries, benefits, and payroll taxes decreased by $0.4 million (4%) primarily due to lower incentive-based compensation[106][107] Comparison of Results for the six months ended June 30, 2025 compared to six months ended June 30, 2024 This section compares the financial performance for the six-month periods, detailing revenue, income, and expense trends Six Months Ended June 30, 2025 vs. 2024 (in thousands) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :------------ | :------------ | :------------ | | Total revenues | $460,356 | $436,117 | $24,239 | 6% | | Service revenues | $371,877 | $353,055 | $18,822 | 5% | | Product revenues | $88,479 | $83,062 | $5,417 | 7% | | Income from operations | $38,964 | $35,816 | $3,148 | 9% | | Interest expense, net | $(2,542) | $(5,176) | $2,634 | (51)% | | Change in fair value of warrant liabilities | $0 | $7,677 | $(7,677) | (100)% | | Net income | $35,211 | $36,925 | $(1,714) | (5)% | - Revenue growth was driven by a 3% increase in average guest spend ($13.2 million), 2% increase in Revenue Days ($9.6 million), and fleet expansion ($3.8 million), partially offset by a $2.4 million decrease in the destination resorts business[113] - Salaries, benefits, and payroll taxes increased by $2.1 million (12%) due to $1.1 million severance expense and $1.4 million expense related to accelerated vesting of stock units for a former Chief Commercial Officer[118] - Net income decreased by $1.7 million, primarily due to the non-recurrence of a $7.7 million gain from the change in fair value of warrant liabilities in the prior year, partially offset by a $2.6 million decrease in interest expense and a $3.2 million improvement in income from operations[122] Liquidity and Capital Resources This section discusses the company's ability to generate and manage cash, including funding sources and uses - The Company funds operations primarily through cash flow from operations, with principal uses including funding health and wellness centers, technology and infrastructure investments, debt service ($2.5 million repayment), dividend payments ($8.3 million), and share repurchases ($37.9 million)[123] - Management expects sufficient liquidity to meet capital requirements and comply with debt covenants over the next twelve months and beyond[124] Summary Cash Flow Information (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $30,401 | $33,642 | | Net cash used in investing activities | $(4,426) | $(2,322) | | Net cash (used in) provided by financing activities | $(48,705) | $3,542 | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(22,411) | $34,764 | - The $3.2 million decrease in net cash from operating activities was due to a $10.4 million change in working capital, partially offset by a $7.2 million increase in net income (net of non-cash items). Working capital outflows in 2025 were driven by increased inventories ($9.7 million), accrued expenses ($8.5 million), and other non-current assets ($3.2 million)[127][128] - Net cash used in investing activities increased to $4.4 million in 2025 from $2.3 million in 2024, reflecting continued investments in technology hardware, software (including AI), and medi-spa equipment[130] - Financing activities shifted from providing $3.5 million in 2024 to using $48.7 million in 2025, primarily due to $37.9 million in share repurchases and $8.3 million in dividend payments in 2025, compared to $51.7 million from warrant exercises in 2024[131][132] Seasonality This section explains how seasonal demand for cruises and holidays impacts the company's revenues - Revenues are subject to seasonality, with stronger demand for cruises in the Northern Hemisphere during summer months and holidays, typically resulting in the highest revenue yields in the third quarter and holiday periods. Hurricanes, particularly from August through October, can negatively impact cruise and destination resort operations[133] Contractual Obligations This section refers to the company's 2024 Form 10-K for details on future contractual obligations - As of June 30, 2025, the Company's future contractual obligations have not significantly changed from the amounts disclosed in its 2024 Form 10-K[134] Critical Accounting Policies This section discusses the significant accounting policies and estimates that require management's judgment - Management reevaluates its judgments and estimates quarterly, which are based on historical experience, current trends, and reasonable assumptions. No significant changes to critical accounting policies disclosed in the 2024 Form 10-K occurred during the six months ended June 30, 2025[135][136] Inflation and Economic Conditions This section assesses the impact of inflation and general economic conditions on the company's business - While inflation has not materially affected revenues or operations, public demand for cruises and hospitality services is influenced by general economic conditions. Severe adverse economic conditions, increased inflation, interest rates, or fuel prices could materially impact the Company's business[137] Cautionary Statement Regarding Forward-Looking Statements This section advises that the report contains forward-looking statements subject to risks and uncertainties - The report contains forward-looking statements subject to known and unknown risks and uncertainties that could cause actual results to differ materially. These statements reflect current views and should not be relied upon as representing views as of any subsequent date, with no obligation to update except as required by law[138][141] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section refers to the Company's 2024 Form 10-K for a discussion of market risks, stating that there have been no material changes to its exposure to market risks since the date of that filing - There have been no material changes to the Company's exposure to market risks since the date of its 2024 Form 10-K[142] Item 4. Controls and Procedures This section details the evaluation of the Company's disclosure controls and procedures and reports on any changes in internal control over financial reporting Disclosure Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures - As of June 30, 2025, management, including the principal executive officer and principal financial officer, concluded that the Company's disclosure controls and procedures were effective[143] Changes in Internal Control over Financial Reporting This section reports on any material changes to the company's internal control over financial reporting - There has been no material change in the Company's internal control over financial reporting during the three months ended June 30, 2025[144] PART II - OTHER INFORMATION This section covers additional information not included in the financial statements, such as legal proceedings and exhibits Item 1. Legal Proceedings This section states that there are no legal proceedings to report - There are no legal proceedings to report[147] Item 1A. Risk Factors This section indicates that there have been no material changes to the risk factors previously disclosed in the Company's 2024 Form 10-K - There have been no material changes in the risk factors previously disclosed in the Company's 2024 Form 10-K[148] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports that there were no unregistered sales of equity securities or use of proceeds to disclose - There were no unregistered sales of equity securities or use of proceeds to disclose[149] Item 4. Mine Safety Disclosures This section states that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable[150] Item 5. Other Information This section indicates that there is no other information to report - There is no other information to report[151] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including certifications from the Chief Executive Officer and Chief Financial Officer, and XBRL-related documents - Exhibits include Rule 13a-14(a)/15d-14(a) Certifications of the CEO and CFO, Section 1350 Certifications of the CEO and CFO, and Inline XBRL Instance and Taxonomy Extension Schema Documents[153][155]