Bridger Aerospace(BAER) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) This section presents the unaudited condensed consolidated financial statements for recent periods, including key statements and detailed explanatory notes Condensed Consolidated Balance Sheets The balance sheet shows a decrease in total assets to $279.0 million and a widening of the total stockholders' deficit to $(350.9) million | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--------------------------------- | :----------------------------- | :------------------------------- | | Total Assets | $279,038 | $290,809 | | Total Liabilities | $236,652 | $237,332 | | Total Stockholders' Deficit | $(350,990) | $(326,702) | Condensed Consolidated Statements of Operations The company reported a significant turnaround to net income for Q2 2025 and substantially reduced its net loss for the first half of the year | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenues | $30,751 | $13,014 | $46,397 | $18,521 | | Gross income (loss) | $12,051 | $3,147 | $10,490 | $(552) | | Operating income (loss) | $5,527 | $(4,755) | $(4,624) | $(20,064) | | Net income (loss) | $308 | $(9,981) | $(15,230) | $(30,068) | | Loss per share | $(0.12) | $(0.33) | $(0.53) | $(0.89) | Condensed Consolidated Statements of Comprehensive Income (Loss) Comprehensive income turned positive in Q2 2025, and the comprehensive loss for the six-month period was nearly halved compared to the prior year | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $308 | $(9,981) | $(15,230) | $(30,068) | | Comprehensive income (loss) | $118 | $(10,003) | $(15,636) | $(29,944) | Condensed Consolidated Statements of Stockholders' Deficit The total stockholders' deficit increased to $(351.0) million, driven primarily by net loss and preferred stock adjustments - Total Stockholders' Deficit increased to $(350,990) thousand as of June 30, 2025, from $(326,702) thousand as of December 31, 2024[22] - The increase was driven by a net loss and a $(13,197) thousand adjustment for Series A Preferred Stock to its maximum redemption value[22] - This was partially offset by $1,191 thousand in Common Stock issued for the Ignis Acquisition[22] Condensed Consolidated Statements of Cash Flows Net cash used in operating activities decreased, while both investing and financing activities shifted from providing cash to using cash | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Net cash used in operating activities | $(16,215) | $(25,558) | | Net cash (used in) provided by investing activities | $(3,890) | $4,448 | | Net cash (used in) provided by financing activities | $(2,010) | $6,718 | | Net change in cash, cash equivalents and restricted cash | $(22,210) | $(14,392) | | Cash, cash equivalents and restricted cash – end of the period | $30,873 | $22,545 | Notes to Condensed Consolidated Financial Statements This section provides detailed disclosures on accounting policies, financial accounts, acquisitions, debt, equity, and other key activities - The accompanying notes are an integral part of these condensed consolidated financial statements, providing essential context and detailed breakdowns of the reported financial figures[14][18][19][20][27] NOTE 1 – Organization and Basis of Presentation Bridger Aerospace provides aerial wildfire services and airframe modification solutions, with a significant sale-leaseback transaction pending - Bridger Aerospace Group Holdings, Inc provides aerial wildfire surveillance, relief, suppression, and airframe modification services[29] - The Company owns twelve aircraft, including six Viking CL-415EAFs and four Daher Kodiak 100s[30] - A sale and leaseback of hangar and office facilities for approximately $46.0 million is expected to close in the third quarter of 2025[34] - The cash flow statement for H1 2024 was restated to reclassify $3.0 million from operating to investing activities due to an immaterial error[37][39] NOTE 2 – Summary of Significant Accounting Policies This note details key accounting policies, including consolidation of VIEs, revenue recognition methods, and the treatment of warrant liabilities - Northern Fire Management Services, LLC is consolidated as a Variable Interest Entity (VIE) as the Company is its primary beneficiary[41] - Bridger Aerospace Europe, S.L.U. and MAB Funding, LLC are not consolidated[42] - Aerial firefighting revenues are recognized over time using the output method[47][48][49] - Maintenance, Repair and Overhaul (MRO) revenues are recognized over time using the cost-to-cost method[51][52] - Public and Private Placement Warrants are classified as liabilities at fair value and remeasured each reporting period[72] - The Company is evaluating new accounting standards for expense and income tax disclosures, with the latter not expected to have a material impact[76][77] NOTE 3 – Supplemental Cash Flow Information This note provides details on cash paid for interest and significant non-cash investing and financing activities | Metric (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | | Cash paid for interest | $11,247 | $11,626 | | Series A Preferred Stock - adjustment to maximum redemption value | $13,197 | $12,385 | | Purchase consideration of Ignis acquisition paid in Common Stock | $1,191 | $5,000 | NOTE 4 – Cash Equivalents Cash equivalents, primarily money market funds, decreased significantly, while restricted cash remained stable | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Cash equivalents: Money market fund | $14,046 | $36,305 | | Restricted cash: Money market fund | $13,837 | $13,747 | NOTE 5 – Accounts Receivable Total accounts receivable more than tripled, driven by a substantial increase in unbilled receivables | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Unbilled receivable | $11,898 | $— | | Trade accounts receivable | $3,843 | $3,213 | | Foreign tax receivable | $2,300 | $986 | | Total accounts receivable | $18,325 | $5,945 | - The Company believes its credit risk is not significant as receivables are primarily from contracts with the U.S. Government[80] NOTE 6 – Aircraft Support Parts The value of aircraft support parts, including repairables and expendables, increased during the period | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Repairables and expendables | $578 | $593 | | Other | $482 | $264 | | Total aircraft support parts | $1,060 | $857 | NOTE 7 – Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets decreased, mainly due to a reduction in deposits | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Prepaid insurance | $1,836 | $1,472 | | Prepaid subscriptions | $1,130 | $1,229 | | Deposits | $124 | $1,044 | | Total prepaid expenses and other current assets | $3,320 | $3,924 | NOTE 8 – Property, Plant and Equipment, Net Net property, plant, and equipment remained stable, with aircraft as the largest component, and no impairment charges were recorded | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Aircraft, net | $146,017 | $147,667 | | Leasehold improvements and equipment, net | $35,758 | $36,102 | | Total property, plant and equipment, net | $181,775 | $183,769 | - Depreciation expense for H1 2025 was $4.6 million in Cost of revenues and $0.7 million in SG&A expense[83] - No impairment charges were recorded for property, plant, and equipment during the reported periods[84] NOTE 9 – Acquisition Activity The company finalized the purchase price allocation for its 2024 acquisition of FMS, resulting in $7.7 million of goodwill - On June 28, 2024, the Company acquired Flight Test & Mechanical Solutions, Inc (FMS) for an initial estimated fair value of $21.2 million[86] | Purchase Price Allocation (in thousands) | As of March 31, 2025 | | :--------------------------------------- | :------------------- | | Total purchase price | $16,342 | | Total identifiable net assets | $8,617 | | Goodwill | $7,725 | - Goodwill of $7.7 million is primarily attributable to the assembled workforce of FMS and expected operational synergies[92] NOTE 10 – Goodwill and Intangible Assets, Net Goodwill and intangible assets remained relatively stable, with no impairment charges recorded during the period | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Goodwill | $20,888 | $20,749 | | Total intangible assets, net | $6,056 | $6,076 | - No goodwill impairment charges were recorded, and an interim assessment for the FMS reporting unit indicated no impairment[94][279][280] - Amortization expense for intangible assets was $0.6 million for the six months ended June 30, 2025[95] NOTE 11 – Other Noncurrent Assets Other noncurrent assets increased slightly, driven by a rise in the operating lease right-of-use asset | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Operating lease right-of-use asset | $9,094 | $7,951 | | Investment in MAB | $4,000 | $4,000 | | Total other noncurrent assets | $16,741 | $16,406 | NOTE 12 – Accrued Expenses and Other Liabilities Total accrued expenses decreased due to a significant reduction in contingent consideration, though warrant liabilities increased | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Contingent consideration | $2,280 | $6,219 | | Warrant liabilities | $2,132 | $1,066 | | Total accrued expenses and other liabilities | $17,305 | $19,445 | - Contingent consideration decreased primarily due to a $2.1 million reduction from revised FMS forecasts and a $1.2 million settlement for the Ignis Acquisition[105][108][109] - Public Warrants were liability-classified at $1.4 million and Private Placement Warrants at $0.8 million as of June 30, 2025[101][103] NOTE 13 – Interest Rate Swap The company uses an interest rate swap as a cash flow hedge, and its fair value decreased during the period - The Company uses an interest rate swap, designated as a cash flow hedge, to reduce risk related to variable-rate debt[111] | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Fair Value | $764 | $1,075 | NOTE 14 – Fair Value Measurements This note details the fair value hierarchy for assets and liabilities, with contingent consideration being the primary Level 3 item | Fair Value Hierarchy (in thousands) | Level 1 (June 30, 2025) | Level 2 (June 30, 2025) | Level 3 (June 30, 2025) | | :---------------------------------- | :---------------------- | :---------------------- | :---------------------- | | Cash | $17,036 | $— | $— | | Restricted cash: Money market fund | $13,837 | $— | $— | | Interest rate swap | $— | $764 | $— | | Warrant liabilities – Public Warrants | $1,380 | $— | $— | | Warrant liabilities – Private Placement Warrants | $— | $752 | $— | | Contingent consideration | $— | $— | $2,280 | - Contingent consideration is a Level 3 financial liability, valued using a Monte-Carlo simulation-based model[123] NOTE 15 – Long-Term Debt Total long-term debt remained stable at $201.0 million, and the company was in compliance with all financial covenants | Debt Type (in thousands) | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :---------------- | | Taxable industrial revenue bonds | $160,000 | $160,000 | | Permanent loan agreements | $34,154 | $35,136 | | Term loan agreements | $12,476 | $13,077 | | Total long-term debt, net of debt issuance costs | $201,015 | $202,469 | - The Company was in compliance with all debt covenants, including the Debt Service Coverage Ratio (DSCR) and the $8.0 million minimum liquidity requirement as of June 30, 2025[127][128][245] - Amortization of debt issuance costs was $0.5 million for the six months ended June 30, 2025[133] NOTE 16 – Commitments and Contingencies The company faces a contingency related to the Spanish Scoopers acquisition, with a potential but not yet estimable loss of up to $15.0 million - The Company is subject to various litigation in the normal course of business, with no material adverse effect expected[134][135] - A contingency exists regarding the acquisition of four Spanish Scoopers; if not purchased, the Company may owe a fee up to $15.0 million[136] - The potential loss is not reasonably estimable, and no liability has been recorded as of June 30, 2025[136] NOTE 17 – Mezzanine Equity Series A Preferred Stock is classified as mezzanine equity, with its carrying value increasing due to accrued interest - Series A Preferred Stock is classified as mezzanine equity due to its conversion and redemption features[139] | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Redeemable Series A Preferred Stock (Amounts) | $393,376 | $380,179 | - Accrued interest for the Series A Preferred Stock was $13.2 million for the six months ended June 30, 2025[138][249] NOTE 18 – Stockholders' Deficit This note details common stock issuances, RSU activity, and the establishment of a new $100.0 million ATM agreement - In connection with the Reverse Recapitalization, the Company issued 43,769,290 shares of Common Stock[143] | RSU Activity (6 months ended June 30, 2025) | Number of Awards | | :------------------------------------------ | :--------------- | | Outstanding as of December 31, 2024 | 4,472,950 | | Granted | 778,000 | | Vested | (908,668) | | Forfeited/Cancelled | (372,910) | | Outstanding as of June 30, 2025 | 3,969,372 | - Stock-based compensation expense for RSUs in H1 2025 was $0.6 million in Cost of revenues and $3.1 million in SG&A expense[146] - The Company entered into a 2025 ATM Agreement for up to $100.0 million in Common Stock sales, with no shares sold in H1 2025[153][158] NOTE 19 – Related Party Transactions The company's founder placed his ownership interests into a blind trust, ceasing his related party status after May 28, 2025 - Mr Timothy Sheehy, the Company's founder, placed his ownership interests into a blind trust on May 28, 2025, ceasing related party status[159][160] - For H1 2025, the Company incurred $0.7 million in aircraft lease expense from Mr Timothy Sheehy[162][164] - Senior executives who purchased Series 2022 Bonds disposed of their holdings as of October 1, 2024[165] NOTE 20 – Income Taxes The company recorded an income tax expense in H1 2025, resulting in a negative effective tax rate due to a full valuation allowance in the U.S | Metric (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | | Income tax (expense) benefit | $(433) | $470 | - The effective tax rate for H1 2025 was (2.9)%, primarily due to a full valuation allowance in the U.S and forecasted foreign losses[167] - The Company is evaluating the impact of the One Big Beautiful Bill Act (OBBBA), which makes permanent 100% bonus depreciation and other tax provisions[170][180] NOTE 21 – Loss Per Share Basic and diluted loss per share improved significantly for both the three- and six-month periods compared to the prior year | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Loss per share - basic and diluted | $(0.12) | $(0.33) | $(0.53) | $(0.89) | - Potentially dilutive common shares were excluded from diluted Loss per share computations due to their anti-dilutive effect[174] NOTE 22 – Segment and Geographic Information The company operates as a single segment, with significant revenue growth from both the United States and Spain - The Company operates as a single operating segment, with performance assessed based on consolidated revenues and Adjusted EBITDA[175][177] | Geographic Revenue (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | United States | $25,669 | $11,197 | $35,406 | $15,676 | | Spain | $5,082 | $1,817 | $10,991 | $2,845 | - Long-lived tangible assets were primarily located in the United States ($188.8 million) as of June 30, 2025[179] NOTE 23 – Subsequent Events Subsequent to the quarter end, the One Big Beautiful Bill Act (OBBBA) was signed into law, and the company is evaluating its impact - On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law, making permanent key elements of the Tax Cuts and Jobs Act[170][180] - The Company is currently evaluating the impact of the OBBBA on its deferred tax balances and financial statements[180] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on the company's business, financial performance, liquidity, and critical accounting policies Business Overview Bridger Aerospace specializes in aerial wildfire management and airframe modification, operating as a single segment with sufficient expected liquidity - Bridger's mission is to save lives, property, and habitats threatened by wildfires through specialized aircraft and innovative technology[183] - The company's core offerings include Fire Suppression, Aerial Surveillance, and Maintenance, Repair and Overhaul (MRO)[188] - Bridger manages its operations as a single segment for performance assessment and resource allocation[184] - The company expects existing cash and cash from operations to be sufficient for at least the next 12 months[185] Key Factors Affecting Our Results of Operations Results are influenced by wildfire seasonality, climate trends, and dependence on a limited supply of specialized aircraft and parts - Higher demand for services is concentrated in the second and third quarters due to the North American fire season[189] - Financial results are significantly affected by weather, environmental factors, and climate change[190] - In 2024, approximately 8.8 million acres of U.S land burned, which was 25.7% above the 20-year annual average[191] - Operations are dependent on a limited number of suppliers for aircraft and components, posing risks of price volatility and delays[192] Key Components of Our Results of Operations This section defines the primary components of the company's financial results, including revenues, cost of revenues, SG&A, and interest expense - Revenues are primarily from fire suppression, aerial surveillance, MRO, and other services[196] - Cost of revenues includes direct expenses for flight operations and routine aircraft maintenance[197] - Selling, general and administrative expenses cover administrative, business development, and professional fees[198] - Interest expense includes costs related to bonds and loans, the effect of an interest rate swap, and amortization of debt issuance costs[199] Results of Operations The company achieved significant revenue growth and improved profitability, driven by increased aircraft utilization and strong MRO services growth | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenues | $30,751 | $13,014 | $46,397 | $18,521 | | Gross income (loss) | $12,051 | $3,147 | $10,490 | $(552) | | Operating income (loss) | $5,527 | $(4,755) | $(4,624) | $(20,064) | | Net income (loss) | $308 | $(9,981) | $(15,230) | $(30,068) | Three Months Ended June 30, 2025 vs. 2024 Revenues surged 136% and operating income turned positive, driven by strong performance in fire suppression and MRO services | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Revenues | $30,751 | $13,014 | $17,737 | 136% | | Fire suppression | $18,075 | $7,466 | $10,609 | 142% | | MRO | $5,356 | $1,817 | $3,539 | 195% | | Operating income (loss) | $5,527 | $(4,755) | $10,282 | (216%) | - Selling, general and administrative expense decreased by 17% to $6.5 million, primarily due to lower contingent consideration and stock-based compensation costs[210] Six Months Ended June 30, 2025 vs. 2024 Revenues grew 151% and the operating loss narrowed by 77%, reflecting strong growth across all service lines | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Revenues | $46,397 | $18,521 | $27,876 | 151% | | Fire suppression | $23,858 | $11,347 | $12,511 | 110% | | MRO | $13,246 | $2,245 | $11,001 | 490% | | Operating loss | $(4,624) | $(20,064) | $15,440 | (77%) | - Selling, general and administrative expense decreased by 23% to $15.1 million, driven by lower stock-based compensation and contingent consideration costs[225] Non-GAAP Financial Measures Adjusted EBITDA showed a significant positive swing, reflecting improved operational performance and underlying business trends | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | EBITDA | $10,246 | $(2,613) | $2,674 | $(15,473) | | Adjusted EBITDA | $10,819 | $191 | $5,744 | $(6,737) | | Adjusted EBITDA margin | 35% | 1% | 12% | (36%) | Liquidity and Capital Resources The company deems its current liquidity sufficient for the next 12 months, with total long-term debt at $201.0 million - As of June 30, 2025, principal sources of liquidity were cash and cash equivalents of $17.0 million and restricted cash of $13.8 million[235] - The company may receive up to $306.5 million from the exercise of outstanding warrants, though this is unlikely at current stock prices[236] - Additional financing may be needed for significant acquisition opportunities[238] | Contractual Obligation (in thousands) | Total | Current | Noncurrent | | :------------------------------------ | :------- | :------- | :--------- | | Lease obligations | $9,230 | $2,297 | $6,933 | | Debt obligations | $206,766 | $3,507 | $203,259 | | Total | $215,996 | $5,804 | $210,192 | - The Company is in compliance with all financial covenants for its debt obligations as of June 30, 2025[245][247][248] Critical Accounting Policies and Estimates This section highlights key accounting policies requiring significant management judgment, including revenue recognition and impairment testing - Critical accounting policies involve significant judgment, including revenue recognition, business combinations, stock-based compensation, and impairment of goodwill[262] - Revenue recognition for aerial firefighting uses the output method, while maintenance repair contracts use the cost-to-cost method[267][268] - Goodwill is assessed for impairment annually or more frequently if indicators arise; an interim assessment as of June 30, 2025, indicated no impairment[277][279][280] - Warrants are classified as liabilities at fair value and remeasured at each balance sheet date[287] Recent Accounting Pronouncements The company refers to Note 2 for details on recent accounting pronouncements adopted and under evaluation - For additional information regarding recent accounting pronouncements, refer to Note 2 – Summary of Significant Accounting Policies[288] Emerging Growth Company and Smaller Reporting Company Status The company qualifies as an "emerging growth company" and a "smaller reporting company," benefiting from reduced disclosure obligations - The Company is an "emerging growth company" and has elected to use the extended transition period for new accounting standards[289] - This status will be maintained until the earliest of December 31, 2028, or meeting certain revenue or market capitalization thresholds[291] - The Company is also a "smaller reporting company," which allows for certain reduced disclosure obligations[292] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, Bridger Aerospace is not required to provide these disclosures - The Company is a "smaller reporting company" and is not required to provide quantitative and qualitative disclosures about market risk[260][295] ITEM 4. CONTROLS AND PROCEDURES Disclosure controls were deemed ineffective due to two material weaknesses in accounting for complex transactions and IT user access controls - The Company's disclosure controls and procedures were not effective as of June 30, 2025[296] - Two material weaknesses were identified: (1) accounting for complex transactions and (2) monitoring user access to certain IT systems[298] - Remediation efforts are underway, including improving workflows, hiring a Director of Technical Accounting, and enhancing IT access controls[299][301] PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The company is involved in routine legal proceedings that are not expected to have a material adverse effect - The Company is involved in routine legal proceedings and litigation in the normal course of business[304] - There are no material pending legal proceedings expected to have a material adverse effect on the Company's financial condition or results[135][304] ITEM 1A. RISK FACTORS 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 during the three months ended June 30, 2025, to the risk factors disclosed in the Company's Annual Report[305] - The Company may experience additional risks and uncertainties not currently known or deemed immaterial[306] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS There were no unregistered sales of equity securities or use of proceeds to report during the period - None to report[307] ITEM 3. DEFAULTS UPON SENIOR SECURITIES There were no defaults upon senior securities to report during the period - None to report[308] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the company - Not applicable[309] ITEM 5. OTHER INFORMATION No directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement during the quarter - During the three months ended June 30, 2025, none of the Company's directors or executive officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement"[310] ITEM 6. EXHIBITS This section lists all exhibits filed with the Quarterly Report on Form 10-Q - The exhibits include organizational documents, material agreements, and certifications from the CEO and CFO[312]