FG Financial (FGF) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS This section presents the Company's condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive loss, shareholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, recent mergers, discontinued operations, equity holdings, and other financial details for the periods ended June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------- | | Cash and cash equivalents | $11,076 | $7,794 | | Accounts receivable, net | $4,521 | $3,384 | | Inventories, net | $2,347 | $1,432 | | Equity holdings, at fair value | $4,666 | $5,763 | | Other equity holdings and other holdings | $51,901 | $54,310 | | Assets of discontinued operations | $13,518 | $31,626 | | Total assets | $92,862 | $109,469 | | Accounts payable and accrued expenses | $6,459 | $5,704 | | Liabilities of discontinued operations | $9,954 | $22,436 | | Total liabilities | $23,515 | $35,272 | | Total stockholders' equity | $69,347 | $74,197 | - Total assets decreased from $109.47 million to $92.86 million, primarily driven by a significant decrease in assets of discontinued operations from $31.63 million to $13.52 million[7] - Total liabilities decreased from $35.27 million to $23.52 million, largely due to a reduction in liabilities of discontinued operations from $22.44 million to $9.95 million[7] Condensed Consolidated Statements of Operations | Metric (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 (loss) on equity holdings and other holdings | $6,240 | $(4,011) | $(179) | $(7,411) | | Net product sales | $5,251 | $4,782 | $8,767 | $9,416 | | Net services revenue | $3,828 | $3,516 | $7,123 | $6,870 | | Total revenue | $15,319 | $4,287 | $15,711 | $8,875 | | Total expenses | $10,033 | $10,852 | $19,274 | $22,420 | | Income (loss) from operations | $5,286 | $(6,565) | $(3,563) | $(13,545) | | Net income (loss) from continuing operations | $5,048 | $(6,581) | $(3,749) | $(11,832) | | Net income (loss) from discontinued operations | $424 | $656 | $(536) | $1,460 | | Net income (loss) | $5,472 | $(5,925) | $(4,285) | $(10,372) | | Basic and diluted net income (loss) per common share (Total) | $3.93 | $(5.46) | $(4.07) | $(11.84) | - For the three months ended June 30, 2025, total revenue increased by 257.3% to $15.3 million, primarily driven by a significant turnaround in net income on equity holdings from a loss of $4.01 million to a gain of $6.24 million[10] - The Company reported a net income of $5.47 million for Q2 2025, a substantial improvement from a net loss of $5.93 million in Q2 2024[10] Condensed Consolidated Statements of Comprehensive Loss | Metric (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 (loss) | $5,472 | $(5,925) | $(4,285) | $(10,372) | | Total other comprehensive income (loss) | $234 | $(173) | $217 | $(666) | | Comprehensive income (loss) | $5,706 | $(6,098) | $(4,068) | $(11,038) | - Comprehensive income for Q2 2025 was $5.71 million, a significant improvement from a $6.10 million loss in Q2 2024[13] Condensed Consolidated Statements of Shareholders' Equity | Metric (in thousands) | Balance at December 31, 2024 | Balance at June 30, 2025 | | :-------------------------- | :--------------------------- | :----------------------- | | Preferred Stock Amount | $22,365 | $22,365 | | Common Stock Amount | $29 | $29 | | Additional Paid-In Capital | $50,924 | $51,034 | | Accumulated Deficit | $(229) | $(5,406) | | Accumulated Other Comprehensive Income | $1,108 | $1,325 | | Total Stockholders' Equity | $74,197 | $69,347 | - Total stockholders' equity decreased from $74.20 million at December 31, 2024, to $69.35 million at June 30, 2025, primarily due to net losses and dividends on preferred shares[16] - The accumulated deficit increased from $(229) thousand at December 31, 2024, to $(5,406) thousand at June 30, 2025, reflecting net losses and preferred dividends[16] Condensed Consolidated Statement of Cash Flows | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities from continuing operations | $(3,448) | $(3,177) | | Net cash used in operating activities from discontinued operations | $(671) | $(1,055) | | Net cash used in operating activities | $(4,119) | $(4,232) | | Net cash provided by investing activities from continuing operations | $3,452 | $4,326 | | Net cash provided by (used in) investing activities from discontinued operations | $5,629 | $(59) | | Net cash provided by investing activities | $9,081 | $4,267 | | Net cash used in financing activities from continuing operations | $(1,689) | $(1,297) | | Net cash provided by financing activities from discontinued operations | $- | $477 | | Net cash used in financing activities | $(1,689) | $(820) | | Net increase (decrease) in cash and cash equivalents | $3,282 | $(794) | | Cash and cash equivalents at end of period | $11,076 | $5,850 | - Net cash provided by investing activities significantly increased to $9.08 million in H1 2025 from $4.27 million in H1 2024, primarily due to $5.63 million from discontinued operations[19] - Cash and cash equivalents at the end of the period increased to $11.08 million in H1 2025 from $5.85 million in H1 2024[19] Notes to Condensed Consolidated Financial Statements Note 1. Nature of Business - Fundamental Global Inc. is a holding company focused on allocating capital to its managed services and merchant banking businesses, including related real estate and equity holdings[21] - On February 29, 2024, FGF and FG Group Holdings, Inc. (FGH) completed an all-stock merger, renaming the combined company to Fundamental Global Inc[22] - The Company operates two business segments: Merchant Banking (managing asset management activities, SPAC Platform, and advisory services) and Managed Services (Strong Technical Services. Inc., providing products and services to the entertainment industry)[25][26][28] - Discontinued operations include a reinsurance business (classified as held for sale) and previously sold Strong Studios and Strong/MDI business units[30][31] Note 2. Significant Accounting Policies - The condensed consolidated financial statements include the Company and all majority-owned and controlled domestic and foreign subsidiaries, with all significant intercompany balances and transactions eliminated[33] - Due to the reverse merger of FGF and FGH, financial statements for periods prior to the merger represent FGH's results, while subsequent periods represent combined results[35] - Equity holdings are accounted for using the fair value method, equity method (for significant influence), or cost method (for no readily determinable fair value)[48][51] - Revenue is recognized when a customer obtains control of promised goods or services, measured as the expected consideration, following a five-step process[57][59] - Stock-based compensation is accounted for using the fair-value based method (Black-Scholes for options, fair value of common stock for RSUs) and expensed over the service period[64][65] - The Company is evaluating ASU 2023-09 (Improvements to Income Tax Disclosures, effective after Dec 15, 2024) and ASU 2024-03 (Disaggregation of Income Statement Expenses, effective after Dec 15, 2026), which will likely result in additional disclosures[74][75] Note 3. Merger of FGF and FGH - The merger between FGF and FGH closed on February 29, 2024, and was accounted for as a reverse acquisition under ASC 805, with FGH as the accounting acquirer[76][77] - The transaction resulted in a bargain purchase gain of $1.8 million, recorded in Q1 2024, and an additional $0.5 million gain recognized in Q4 2024, totaling $2.3 million[79][80] Note 4. Discontinued Operations - Strong/MDI was sold on September 25, 2024, for approximately $29.5 million in cash and Saltire shares, resulting in a net gain of $21.8 million[83] - The Company's reinsurance business is classified as discontinued operations; a portion was sold in Q2 2025 for $5.6 million, and management is reassessing plans for the remaining business[86][87][88] - Strong Studios was classified as a discontinued operation as of December 31, 2023, following the board's approval to exit the content business[92] | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Total assets of discontinued operations | $13,518 | $31,626 | | Total liabilities of discontinued operations | $9,954 | $22,436 | Note 5. Equity Holdings and Fair Value Disclosures - The Company held approximately $56.6 million in equity holdings and other holdings as of June 30, 2025, a decrease from $60.1 million at December 31, 2024[94] | Fair Value Method Holdings (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------------------- | :------------ | :---------------- | | GreenFirst common stock | $3,973 | $5,339 | | iCoreConnect common shares and warrants | $8 | $112 | | OppFi common stock and warrants | $685 | $312 | | Total fair value method holdings | $4,666 | $5,763 | - Equity method holdings include interests in FG Merchant Partners, FGAC Investors LLC, FG Merger Investors LLC, GreenFirst Forest Products Holdings, LLC, FG Merger Investors II LLC, Aldel II LLC, and Saltire[98][100][102][103] | Net Gain (Loss) on Equity Holdings and Other Holdings (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 gain (loss) on equity holdings and other holdings | $6,240 | $(4,011) | $(179) | $(7,411) | Note 6. Inventories | Inventories (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------- | :------------ | :---------------- | | Work in process | $23 | $- | | Finished goods, net of reserve | $2,324 | $1,432 | | Total | $2,347 | $1,432 | - Finished goods, net of reserve, increased from $1.43 million at December 31, 2024, to $2.32 million at June 30, 2025[118] - Inventory reserves decreased from $388 thousand at December 31, 2024, to $297 thousand at June 30, 2025[118] Note 7. Property, Plant and Equipment | Property, Plant and Equipment (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------------- | :------------ | :---------------- | | Total property, plant and equipment, cost | $4,447 | $4,295 | | Less: accumulated depreciation | $(1,729) | $(1,514) | | Property, plant and equipment, net | $2,718 | $2,781 | - Net property, plant and equipment slightly decreased from $2.78 million at December 31, 2024, to $2.72 million at June 30, 2025[119] - Depreciation expense was approximately $0.1 million for both Q2 2025 and Q2 2024, and $0.2 million for H1 2025 compared to $0.3 million for H1 2024[119] Note 8. Income Taxes - A valuation allowance is recorded against all of the Company's U.S. tax jurisdiction deferred tax assets as of June 30, 2025, and December 31, 2024, due to uncertainty regarding their realization[120] - For the six months ended June 30, 2025, the Company is in a GILTI tested loss position, while for the same period in 2024, it estimated using the GILTI high-tax exclusion[121] - The Company is utilizing the high-tax exclusion for Subpart F Income purposes for the six months ended June 30, 2025, due to interest income from foreign CFCs[122] Note 9. Equity Incentive Plan Grants - The 2021 Equity Incentive Plan allows for various share-based awards to attract and retain talent, with approximately 69,000 shares remaining available for future issuance as of June 30, 2025[124] - Total stock-based compensation expense for the six months ended June 30, 2025, was approximately $0.4 million, down from $0.7 million in the prior year[126] - As of June 30, 2025, total unrecognized stock compensation expense was approximately $1.0 million, to be recognized through May 2030[126] | RSU Activity | Non-vested units, Dec 31, 2024 | Granted | Vested | Forfeited | Non-vested units, June 30, 2025 | | :------------------- | :----------------------------- | :------ | :----- | :-------- | :------------------------------ | | Number of Units | 31,328 | 20,608 | (16,517) | (1,067) | 34,352 | Note 10. Related Party Transactions - The FG Special Situations Fund wound down in Q2 2023, leading to direct LLC interests in FGAC Investors LLC, FG Merger Investors LLC, and GreenFirst Forest Products Holdings, LLC, managed by Mr. Cerminara and Mr. Swets[131][132] - The Company has a Shared Services Agreement with Fundamental Global Management, LLC (an affiliate of FG LLC, controlled by Mr. Cerminara), paying $456,000 per quarter for management services[138] - Payments under the Shared Services Agreement were $0.9 million for both the six months ended June 30, 2025, and 2024[140] Note 11. Net Earnings Per Share | Metric (in thousands, except per share) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income (loss) attributable to Fundamental Global common shareholders from continuing operations | $4,601 | $(6,885) | $(4,643) | $(12,188) | | Weighted average common shares outstanding | 1,278 | 1,141 | 1,274 | 906 | | Income (loss) per common share from continuing operations | $3.60 | $(6.03) | $(3.64) | $(13.45) | - Income per common share from continuing operations significantly improved to $3.60 in Q2 2025 from a loss of $(6.03) in Q2 2024[142] - Potentially dilutive securities, including 26,490 stock options and 34,352 restricted stock units as of June 30, 2025, were excluded from diluted EPS calculation as their effect would be anti-dilutive[143] Note 12. Debt | Debt (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------ | :------------ | :---------------- | | Total short-term debt, net of issuance costs | $1,984 | $2,068 | | Total long-term debt | $203 | $301 | - Short-term debt decreased slightly from $2.07 million to $1.98 million, and long-term debt decreased from $301 thousand to $203 thousand[145] - Long-term debt includes a tenant improvement loan (5% fixed interest) and an ICS promissory note (5% fixed interest)[147][148] - Contractual required principal payments on long-term debt for the remainder of 2025 are $120 thousand[149] Note 13. Commitments and Contingencies - The Company is involved in legal disputes in the ordinary course of business, including asbestos-related personal injury lawsuits and a civil action concerning hazardous substances at a landfill[150][151][152] - As of June 30, 2025, the Company has a loss contingency reserve of approximately $0.3 million for potential losses related to various open proceedings and claims[154] - Management does not expect the resolution of these proceedings and claims to have a material adverse effect on the Company's consolidated financial condition, results of operations, or cash flows[154] Note 14. Leases | Lease Cost (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 lease cost | $168 | $159 | $332 | $334 | - The weighted-average remaining lease term for finance leases is 1.6 years and for operating leases is 1.3 years[156] - The present value of lease payments as of June 30, 2025, was $251 thousand for operating leases and $1.02 million for finance leases[156] Note 15. Segment Reporting - The Company operates two reportable segments: Merchant Banking and Managed Services, with the CEO serving as the chief operating decision maker[157] | Segment Income (Loss) Before Taxes (in thousands) | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :------------------------------------------------ | :------------------------------- | :----------------------------- | | Managed Services | $5,972 | $443 | | Merchant Banking | $610 | $(697) | | Other | $(5) | $5 | | Segment Assets (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------- | :------------ | :---------------- | | Merchant Banking | $56,567 | $60,073 | | Managed Services | $16,813 | $11,298 | | Other | $19,482 | $38,098 | - Over 90% of the Company's products and services revenue originated from customers in the United States for both the six months ended June 30, 2025, and 2024[163] Note 16. Subsequent Events - On July 23, 2025, the Board and stockholders approved a Charter Amendment to increase authorized capital stock and change the Company's name to "FG Nexus Inc."[164] - On July 29, 2025, the Company entered into a securities purchase agreement for a private placement offering of pre-funded warrants, expecting $200 million in gross proceeds to fund cryptocurrency acquisition and establish an an Ethereum treasury strategy[165][167][186] - The Company intends to transfer a significant portion of its current assets to a CVR Trust for existing stockholders, who will receive contingent value rights (CVRs), with August 8, 2025, as the record date[168] - Following the Asset Transfer, the Company will retain its reinsurance and merchant banking segments, certain real estate, and equity holdings, and will adopt an Ethereum treasury, staking, and RWA tokenization strategy[170][191] 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 the impact of the FGF/FGH reverse merger and recent strategic shifts towards a cryptocurrency treasury and RWA tokenization strategy. It details revenue and expense trends for the three and six months ended June 30, 2025, compared to 2024, and discusses critical accounting estimates and liquidity Overview - Fundamental Global Inc. is a Nevada-incorporated holding company, with its common stock and Series A Preferred listed on Nasdaq under "FGF" and "FGFPP" respectively[177] - The Company completed a reverse merger with FG Group Holdings, Inc. (FGH) on February 29, 2024, and an arrangement with Strong Global Entertainment on September 30, 2024, consolidating its financial results[178][180] - Strong Studios, Strong/MDI, and the reinsurance business are presented as discontinued operations, with Strong Studios and Strong/MDI sold in 2024, and a portion of the reinsurance business sold in Q2 2025[181][182] - Management cautions that current quarterly results are not indicative of the Company's future plans or expected operating results due to recent strategic developments[183][196] Recent Developments - On July 29, 2025, the Company entered into a securities purchase agreement for a private placement offering of pre-funded warrants, expecting $200 million in gross proceeds to fund cryptocurrency acquisition and establish an Ethereum treasury strategy[184][186] - On July 23, 2025, the Board and stockholders approved a Charter Amendment to increase authorized capital stock and change the Company's name to "FG Nexus Inc."[188] - The Company plans to transfer a significant portion of its current assets to a CVR Trust for existing stockholders, who will receive contingent value rights (CVRs), with August 8, 2025, as the record date[189] - Following the Asset Transfer, the Company will retain its reinsurance and merchant banking segments, certain real estate, and equity holdings, and will adopt an Ethereum treasury, staking, and RWA tokenization strategy[191] Results of Operations - Comparisons between periods may not be directly comparable due to the reverse merger of FGF and FGH and the presentation of Strong Studios, Strong/MDI, and the reinsurance business as discontinued operations[193][195] - The Company is monitoring U.S. trade policy developments and potential tariffs, which could adversely impact future operations and procurement costs[194] Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024 | Metric (in thousands) | 2025 | 2024 | $ Change | % Change | | :------------------------------------------ | :-------- | :-------- | :-------- | :------- | | Net gain (loss) on equity securities and other holdings | $6,240 | $(4,011) | $10,251 | 255.6% | | Revenue from products and services | $9,079 | $8,298 | $781 | 9.4% | | Total revenue | $15,319 | $4,287 | $11,032 | 257.3% | | Expenses | $10,033 | $10,852 | $(819) | (7.5)% | | Income (loss) from operations | $5,286 | $(6,565) | $11,851 | 180.5% | | Net income (loss) from continuing operations | $5,048 | $(6,581) | $11,629 | 176.7% | - Total revenue increased by $11.0 million (257.3%) to $15.3 million, primarily due to higher non-cash equity method adjustments and increased product and services revenues in the managed services business[198] - Total expenses decreased by $0.8 million (7.5%) to $10.0 million, mainly due to a $1.3 million reduction in general and administrative expenses from cost reduction initiatives[201][202] - Income from operations turned around from a $6.6 million loss in Q2 2024 to a $5.3 million income in Q2 2025, an increase of $11.9 million (180.5%)[203] Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024 | Metric (in thousands) | 2025 | 2024 | $ Change | % Change | | :------------------------------------------ | :-------- | :-------- | :-------- | :------- | | Net loss on equity securities and other holdings | $(179) | $(7,411) | $7,232 | 97.6% | | Revenue from products and services | $15,890 | $16,286 | $(396) | (2.4)% | | Total revenue | $15,711 | $8,875 | $6,836 | 77.0% | | Expenses | $19,274 | $22,420 | $(3,146) | (14.0)% | | Loss from operations | $(3,563) | $(13,545) | $9,982 | 73.7% | | Net loss from continuing operations | $(3,749) | $(11,832) | $8,083 | 68.3% | - Total revenue increased by $6.8 million (77.0%) to $15.7 million, primarily due to higher non-cash equity method adjustments, partially offset by a decrease in product sales[205] - Total expenses decreased by $3.1 million (14.0%) to $19.3 million, driven by a $1.4 million reduction in general and administrative costs and the non-recurrence of a $1.5 million impairment charge from the prior year[208][209] - Loss from operations improved by $10.0 million (73.7%) to $3.6 million, and net loss from continuing operations decreased by $8.1 million to $3.7 million[210][211] Critical Accounting Estimates - Valuation of other holdings, particularly those in privately held companies using Monte-Carlo simulation and option pricing models, involves significant assumptions regarding expected volatility and marketability[213] - The allowance for expected credit losses on trade accounts receivable is determined based on customer credit quality, historical write-off experience, and specific collectability analysis, which are subject to change[214] - The valuation of net deferred income taxes requires interpreting tax legislation, making assumptions about the timing of temporary difference reversals, and assessing the likelihood of realizing deferred tax assets, potentially requiring a valuation allowance[215][216] Recent Accounting Pronouncements - Refer to Note 2, Significant Accounting Policies, for a description of recently issued accounting pronouncements, including ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Disaggregation of Income Statement Expenses)[223] Liquidity and Capital Resources - The Company's liquidity requirements are primarily met by funds generated from operations, proceeds from the sales of equity holdings, and credit facilities[224] Cash Flows | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities from continuing operations | $(3,448) | $(3,177) | | Net cash used in operating activities from discontinued operations | $(671) | $(1,055) | | Net cash used in operating activities | $(4,119) | $(4,232) | | Net cash provided by investing activities from continuing operations | $3,452 | $4,326 | | Net cash provided by (used in) investing activities from discontinued operations | $5,629 | $(59) | | Net cash provided by investing activities | $9,081 | $4,267 | | Net cash used in financing activities from continuing operations | $(1,689) | $(1,297) | | Net cash provided by financing activities from discontinued operations | $- | $477 | | Net cash used in financing activities | $(1,689) | $(820) | | Net increase (decrease) in cash and cash equivalents | $3,282 | $(794) | | Cash and cash equivalents – end of period | $11,076 | $5,850 | - Net cash used in operating activities from continuing operations was approximately $3.4 million in H1 2025, compared to $3.2 million in H1 2024, primarily due to increased working capital[226] - Net cash provided by investing activities from continuing operations was $3.5 million in H1 2025, primarily from $3.4 million in equity holdings sales, compared to $4.3 million in H1 2024[227] - Net cash used in financing activities from continuing operations was $1.7 million in H1 2025, including $0.5 million in debt/lease payments, $0.9 million in preferred dividends, and $0.3 million in withholding taxes[228] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section states that there are no quantitative and qualitative disclosures about market risk applicable to the Company for the reported period - This item is not applicable to the Company[229] ITEM 4. CONTROLS AND PROCEDURES Management, including the principal executive officer and principal financial officer, concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025. No material changes in internal control over financial reporting occurred during the quarter - The Company's principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of June 30, 2025[230] - There were no material changes in internal control over financial reporting during the quarter ended June 30, 2025[231] PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is involved in certain legal disputes in the ordinary course of business, but no material changes to previously disclosed legal proceedings were reported, and no individual or aggregate dispute is expected to have a material effect on the Company's business or financial condition - The Company is involved in certain legal disputes in the ordinary course of business[232] - No material changes to the legal proceedings previously disclosed in the annual report on Form 10-K for the year ended December 31, 2024, were reported[232] ITEM 1A. RISK FACTORS This section states that there have been no material changes to the risk factors previously disclosed in the Company's annual report on Form 10-K - There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. "Risk Factors" to the annual report on Form 10-K for the year ended December 31, 2024[233] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This section indicates that there are no unregistered sales of equity securities or use of proceeds to report for the period - None[234] ITEM 3. DEFAULTS UPON SENIOR SECURITIES This section reports that there were no defaults upon senior securities during the period - None[235] ITEM 4. MINE SAFETY DISCLOSURES This section states that mine safety disclosures are not applicable to the Company - Not applicable[236] ITEM 5. OTHER INFORMATION This section indicates that there is no other information to report for the period - None[237] ITEM 6. EXHIBITS This section lists the exhibits filed as part of the Form 10-Q, including corporate governance documents, officer certifications, and financial statements formatted in iXBRL - Exhibits include Articles of Incorporation, Bylaws, Certifications of Principal Executive Officer and Principal Financial Officer, and iXBRL formatted financial statements[238][239] SIGNATURES This section contains the required signatures of the Company's principal executive officer, principal financial officer, and principal accounting officer, certifying the report - The report is signed by D. Kyle Cerminara (Chief Executive Officer), Mark D. Roberson (Chief Financial Officer), and Todd R. Major (Chief Accounting Officer) on August 7, 2025[245]