Battalion Oil(BATL) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements (Unaudited) This section presents Battalion Oil Corporation's unaudited condensed consolidated financial statements and detailed notes for periods ended June 30, 2025, and December 31, 2024 Condensed Consolidated Statements of Operations (Unaudited) This section presents the unaudited condensed consolidated statements of operations, detailing revenues, expenses, and net income (loss) for the specified periods Condensed Consolidated Statements of Operations (Unaudited, in thousands, except per share amounts) | 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 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total operating revenues | $42,812 | $49,104 | $90,287 | $98,974 | | Total operating expenses | $42,965 | $43,984 | $87,049 | $93,831 | | (Loss) income from operations | ($153) | $5,120 | $3,238 | $5,143 | | Net gain (loss) on derivative contracts | $11,548 | $1,223 | $20,850 | ($22,964) | | Interest expense and other | ($6,599) | ($6,448) | ($13,269) | ($13,486) | | Net income (loss) | $4,796 | ($105) | $10,819 | ($31,307) | | Preferred dividends | ($8,270) | ($8,586) | ($20,090) | ($14,218) | | Net loss available to common stockholders | ($3,474) | ($8,691) | ($9,271) | ($45,525) | | Basic net loss per share | ($0.21) | ($0.53) | ($0.56) | ($2.77) | | Diluted net loss per share | ($0.21) | ($0.53) | ($0.56) | ($2.77) | Condensed Consolidated Balance Sheets (Unaudited) This section provides the unaudited condensed consolidated balance sheets, outlining assets, liabilities, and equity at June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets (Unaudited, in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $44,621 | $19,712 | | Total current assets | $83,462 | $54,052 | | Net oil and natural gas properties | $402,327 | $368,005 | | Total assets | $498,781 | $431,048 | | Total current liabilities | $90,042 | $77,664 | | Long-term debt, net | $191,467 | $145,535 | | Redeemable convertible preferred stock | $197,625 | $177,535 | | Total liabilities, temporary equity and stockholders' equity | $498,781 | $431,048 | | Total stockholders' (deficit) equity | ($5,236) | $4,120 | - Cash and cash equivalents increased significantly to $44.6 million at June 30, 2025, from $19.7 million at December 31, 2024[17] - Total stockholders' equity shifted from a positive $4.1 million at December 31, 2024, to a deficit of $5.2 million at June 30, 2025[17] Condensed Consolidated Statements of Stockholders' Equity (Unaudited) This section details changes in stockholders' equity, including net income (loss) and preferred dividends, for the periods presented Changes in Stockholders' Equity (in thousands) | Metric | December 31, 2024 | March 31, 2025 | June 30, 2025 | | :-------------------------------- | :---------------- | :------------- | :------------ | | Balances at period end | $4,120 | ($1,762) | ($5,236) | | Net income (loss) for period | ($22,202) (Q4 2024) | $6,023 (Q1 2025) | $4,796 (Q2 2025) | | Deemed dividends for preferred stock | ($8,680) (Q4 2024) | ($11,820) (Q1 2025) | ($8,270) (Q2 2025) | - Total stockholders' equity decreased from $4,120 thousand at December 31, 2024, to a deficit of $5,236 thousand at June 30, 2025[20] - Net income for the six months ended June 30, 2025, totaled $10,819 thousand, but was offset by $20,090 thousand in deemed dividends for preferred stock[15][20] Condensed Consolidated Statements of Cash Flows (Unaudited) This section presents the unaudited condensed consolidated statements of cash flows, categorizing cash movements from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Unaudited, in thousands) | Category | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $10,819 | ($31,307) | | Net cash provided by operating activities | $22,936 | $33,741 | | Net cash used in investing activities | ($53,474) | ($45,706) | | Net cash provided by financing activities | $55,447 | $8,867 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $24,909 | ($3,098) | | Cash, cash equivalents and restricted cash at end of period | $44,712 | $54,521 | - Operating cash flows decreased by $10.8 million (32%) year-over-year for the six months ended June 30, 2025[23] - Investing activities saw an increase in capital expenditures for oil and natural gas properties, from $44.8 million in H1 2024 to $53.1 million in H1 2025[23] - Financing activities were boosted by $61.1 million from Incremental Term Loans in 2025, compared to $38.8 million from preferred stock issuances and a $10.0 million merger deposit in 2024[152] Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanatory notes supporting the unaudited condensed consolidated financial statements, covering accounting policies, debt, and other financial disclosures Note 1. Financial Statement Presentation This note details the basis of financial statement presentation, liquidity challenges, and management's plan to address debt covenants and capital needs - The Company generated net income of $10.8 million for the six months ended June 30, 2025, but had negative working capital of $6.6 million at June 30, 2025[28] - At June 30, 2025, the Company had $44.6 million of cash and cash equivalents and $22.5 million in debt repayments due through June 30, 2026[28] - The Company requires additional liquidity to meet debt covenant requirements for the next 12 months[28] - Management believes it will have sufficient liquidity and maintain debt covenant compliance due to operational forecasts, cash on hand, cost reduction measures, and a support letter from three largest related party investors to purchase up to $30.0 million in additional preferred equity by August 31, 2026[28] Cash, Cash Equivalents and Restricted Cash (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----- | :------------ | :---------------- | | Cash and cash equivalents | $44,621 | $19,712 | | Restricted cash | $91 | $91 | | Total cash, cash equivalents and restricted cash | $44,712 | $19,803 | Note 2. Segments The Company operates as a single reportable segment, focusing on oil and natural gas assets, with performance evaluated on consolidated income or loss - Battalion Oil Corporation operates as one reportable segment, focusing on oil and natural gas acquisition, production, exploration, and development[40] - Performance is evaluated based on consolidated income or loss from operations, with the CODM managing based on consolidated production and operating expenses[40] Note 3. Operating Revenues This note details revenue recognition policies for oil, natural gas, and NGLs, primarily from the Delaware Basin, recognized upon commodity transfer - Substantially all oil, natural gas, and NGLs revenues are derived from the Delaware Basin in Pecos, Reeves, Ward, and Winkler Counties, Texas[41] - Revenue is recognized at a point in time when control of each unit of commodity is transferred to the customer, measured based on contract consideration[45] Accounts Receivable from Customer Contracts (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----- | :------------ | :---------------- | | Accounts receivable, net | $19,258 | $23,516 | Note 4. Oil and Natural Gas Properties The Company uses the full cost method for oil and natural gas properties, capitalizing costs and performing quarterly impairment and ceiling tests - The Company uses the full cost method of accounting for oil and natural gas properties, capitalizing all acquisition, exploration, and development costs[48] - Quarterly impairment assessments are performed for unevaluated properties, considering factors like intent to drill, lease term, and economic viability[49] - At June 30, 2025, and 2024, the net book value of oil and natural gas properties did not exceed the ceiling test value of the Company's reserves[50] Oil and Natural Gas Prices for Ceiling Test Calculations | Date | WTI Crude Oil Spot Price (per barrel) | Henry Hub Natural Gas Price (per MMBtu) | | :--- | :------------------------------------ | :-------------------------------------- | | June 30, 2025 | $71.20 | $2.86 | | June 30, 2024 | $79.45 | $2.32 | Note 5. Debt This note details the Company's debt structure, including the 2024 Amended Term Loan Agreement, its terms, covenants, and hedging requirements Debt Composition (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----- | :------------ | :---------------- | | Term loan credit facility | $219,375 | $162,000 | | Other | $53 | $106 | | Total debt (Face Value) | $219,428 | $162,106 | | Less: Current portion of long-term debt | ($22,553) | ($12,246) | | Less: Other (unamortized discount/costs) | ($5,408) | ($4,325) | | Long-Term Debt, net | $191,467 | $145,535 | - The 2024 Amended Term Loan Agreement, with a maturity date of December 26, 2028, was entered into on December 26, 2024, and amended on January 9, 2025, to include $63.0 million in Incremental Term Loans[56][59] - Borrowings bear interest at SOFR (3-month tenor) + 0.15% credit spread adjustment + 7.75% applicable margin, with the weighted average interest rate for Q2 2025 at 12.20%[60] - The Company is required to make scheduled quarterly amortization payments of 2.50% of the total aggregate principal amount, commencing with a $5.6 million repayment for Q2 2025[61] - Financial covenants include maintaining specific Asset Coverage, Total Net Leverage, Current Ratios, and Liquidity levels, with the Company in compliance with all covenants at June 30, 2025[62][64] - The Company is required to hedge approximately 85% to 50% of anticipated oil and natural gas production on a rolling basis for the next four years[65] Note 6. Fair Value Measurements This note describes the Company's fair value measurement hierarchy for financial instruments, classifying derivative contracts by input observability - The Company uses a fair value hierarchy (Level 1, 2, 3) to classify financial instruments, with Level 2 for observable inputs and Level 3 for unobservable inputs[71] Fair Value of Derivative Contracts (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :------- | :------------ | :---------------- | | Assets from derivative contracts | $20,061 | $11,021 | | Liabilities from derivative contracts | $9,247 | $19,284 | - Derivative contracts (fixed-price swaps, collars, basis swaps, WTI NYMEX rolls) are classified as Level 2, using forward curves for commodity prices and implied volatility[72] - The Exit Fee derivative, identified in the 2024 Term Loan Agreement, is classified as Level 3, with its fair value deemed zero at June 30, 2025, and December 31, 2024[74] Note 7. Derivative and Hedging Activities Battalion uses derivative instruments to hedge commodity price exposure, recording fair value changes and settled payments in net gain (loss) - The Company uses derivative instruments to hedge commodity price risks but does not designate them for hedge accounting, recording all changes in fair value and settled payments in 'Net gain (loss) on derivative contracts'[79] Net Gain (Loss) on Derivative Contracts (in thousands) | Period | Unrealized Gain (Loss) | Realized (Loss) Gain | Total Net Gain (Loss) | | :----- | :--------------------- | :------------------- | :-------------------- | | Three Months Ended June 30, 2025 | $7,248 | $4,300 | $11,548 | | Three Months Ended June 30, 2024 | $4,434 | ($3,211) | $1,223 | | Six Months Ended June 30, 2025 | $19,076 | $1,774 | $20,850 | | Six Months Ended June 30, 2024 | ($15,327) | ($7,637) | ($22,964) | Fair Value of Commodity Derivative Contracts (in thousands) | Balance Sheet Location | June 30, 2025 | December 31, 2024 | | :--------------------- | :------------ | :---------------- | | Current assets | $13,717 | $6,969 | | Other noncurrent assets | $6,344 | $4,052 | | Current liabilities | ($4,483) | ($12,330) | | Other noncurrent liabilities | ($4,764) | ($6,954) | | Net Derivative Position | $10,814 | ($8,263) | - At June 30, 2025, the Company had open crude oil fixed-price swaps for 1,042,821 Bbls at $65.37/Bbl for 2025, decreasing to 140,544 Bbls at $60.14/Bbl for 2029[83] - At June 30, 2025, the Company had open natural gas fixed-price swaps for 2,582,845 MMBtu at $3.36/MMBtu for 2025, decreasing to 527,049 MMBtu at $3.84/MMBtu for 2029[83] Note 8. Asset Retirement Obligations The Company records Asset Retirement Obligations (AROs) for site reclamation and well abandonment, with the liability increasing to $19.8 million - AROs are recorded for site reclamation, facility dismantling, and well abandonment costs, capitalized as oil and natural gas properties[86] Asset Retirement Obligations Activity (in thousands) | Metric | Amount | | :----- | :----- | | Liability at December 31, 2024 | $19,156 | | Accretion expense | $550 | | Liabilities incurred | $106 | | Liability at June 30, 2025 | $19,812 | Note 9. Commitments and Contingencies This note details the Company's commitments, including a joint venture and gas treating agreement, and addresses ongoing legal proceedings - The Company has a joint venture with Caracara Services, LLC to develop an acid gas treatment facility and a gas treating agreement with Wink Amine Treater, LLC (WAT)[88][108] - Under the gas treating agreement, the Company has a minimum volume commitment of 20,000 Mcf per day for an initial term of five years, with a treating rate starting at $1.44/Mcf[88] - The Company is party to legal proceedings, including claims for environmental damages in Louisiana, but management believes the resolution will not have a material effect on financial position or results[92][93] Note 10. Redeemable Convertible Preferred Stock This note details the Company's Redeemable Convertible Preferred Stock, including cumulative dividends and conversion/redemption features Redeemable Convertible Preferred Stock Issuances (in thousands) | Preferred Stock | Issuance Date | Shares | Conversion Price | Net Equity Recorded | Cumulative Non-cash Deemed Dividends | Total Net Equity & Cumulative Deemed Dividends | | :-------------- | :------------ | :----- | :--------------- | :------------------ | :----------------------------------- | :--------------------------------------------- | | Series A | March 28, 2023 | 25,000 | $9.03 | $23,541 | $19,226 | $42,767 | | Series A 1 | September 6, 2023 | 38,000 | $7.63 | $36,941 | $17,639 | $54,580 | | Series A 2 | December 15, 2023 | 35,000 | $6.21 | $34,006 | $14,149 | $48,155 | | Series A 3 | March 27, 2024 | 20,000 | $6.83 | $19,397 | $6,925 | $26,322 | | Series A 4 | May 13, 2024 | 20,000 | $6.42 | $19,385 | $6,416 | $25,801 | | Total | | 138,000 | | $133,270 | $64,355 | $197,625 | - Preferred stockholders are entitled to cumulative dividends at a fixed rate of 14.5% cash or 16.0% PIK annually, with cash dividends currently prohibited by the 2024 Amended Term Loan Agreement[100] Preferred Stock PIK Dividends (in thousands) | Period | 2025 | 2024 | | :----- | :--- | :--- | | Three Months Ended June 30 | $8,270 | $8,586 | | Six Months Ended June 30 | $20,090 | $14,218 | - The carrying value of preferred stock, including PIK dividends, was approximately $197.6 million at June 30, 2025[97] Note 11. Earnings Per Share This note details basic and diluted earnings per share calculations, reporting net losses available to common stockholders for all periods Net Loss Per Share of Common Stock (Unaudited) | 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 loss available to common stockholders (in thousands) | ($3,474) | ($8,691) | ($9,271) | ($45,525) | | Basic EPS | ($0.21) | ($0.53) | ($0.56) | ($2.77) | | Diluted EPS | ($0.21) | ($0.53) | ($0.56) | ($2.77) | | Weighted average common shares outstanding (in thousands) | 16,457 | 16,457 | 16,457 | 16,457 | - Common stock equivalents (options and RSUs) were anti-dilutive and excluded from diluted EPS calculations for all periods presented[106] Note 12. Additional Financial Statement Information This note provides a detailed breakdown of selected balance sheet and income statement accounts and clarifies the equity method investment Accounts Receivable, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :------- | :------------ | :---------------- | | Oil, natural gas and NGL revenues | $19,258 | $23,516 | | Joint interest accounts | $4,333 | $2,140 | | Other | $873 | $642 | | Total | $24,464 | $26,298 | Accounts Payable and Accrued Liabilities (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :------- | :------------ | :---------------- | | Trade payables | $15,708 | $15,663 | | Accrued oil and natural gas capital costs | $16,843 | $7,800 | | Revenues and royalties payable | $18,861 | $19,816 | | Accrued interest expense | $74 | $330 | | Accrued employee compensation | $1,361 | $1,472 | | Accrued lease operating expenses | $7,645 | $7,597 | | Other | $1,794 | $4 | | Total | $62,286 | $52,682 | - The Company accounts for its 5% equity interest in Wink Amine Treater, LLC (WAT), an unconsolidated affiliate for acid gas treatment, using the equity method[108] Note 13. Subsequent Events This note discloses the cessation of Wink Amine Treater, LLC (WAT) operations, impacting production and increasing processing costs - On August 11, 2025, Wink Amine Treater, LLC (WAT) ceased operations, leading to a temporary shutdown of a portion of the Company's Monument Draw field production[112][128] - The cessation of WAT operations is expected to materially increase processing costs and decrease production and revenue projections in the near-term[112][128] - Management is actively working to identify and execute a plan for alternative gas processing[112][128] ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's analysis of financial condition and operational results, covering performance factors, recent developments, liquidity, and detailed revenue and expense analysis Overview Battalion Oil Corporation is an independent energy company focused on Delaware Basin oil and gas assets, with results driven by production, prices, and hedging - Battalion Oil Corporation is an independent energy company focused on the acquisition, production, exploration, and development of onshore liquids-rich oil and natural gas assets in the Delaware Basin[116] - Financial results are largely driven by oil and natural gas production volumes and the prices received for that production, which are subject to market demand, supply, and other economic factors[117] - Derivative instruments are used to provide partial protection against declines in oil and natural gas prices, hedging 50% to 85% of anticipated production for the next four years, but do not cover total expected production[118] Recent Developments Recent developments include debt refinancing via the 2024 Amended Term Loan Agreement and operational challenges from the cessation of WAT operations - The Company entered into the 2024 Amended Term Loan Agreement on December 26, 2024, and incurred $63.0 million in Incremental Term Loans on January 9, 2025, maturing on December 26, 2028[120] - The net proceeds from the 2024 Term Loan Agreement were used to repay approximately $152.1 million of outstanding indebtedness under the previous 2021 Amended Term Loan Agreement[121][122] - The Company recognized a $7.5 million loss on extinguishment of debt for the year ended December 31, 2024, due to the refinancing[127] - On August 11, 2025, Wink Amine Treater, LLC (WAT) ceased operations, causing a temporary shut-in of a portion of the Monument Draw field production[128] - The cessation of WAT operations is expected to materially increase processing costs and decrease production and revenue projections in the near-term[128] Capital Resources and Liquidity The Company faces liquidity challenges and negative working capital but expects sufficient liquidity for 12 months, while evaluating strategic alternatives including potential delisting - The Company generated net income of $10.8 million for the six months ended June 30, 2025, but had negative working capital of $6.6 million at June 30, 2025[133] - At June 30, 2025, the Company had $44.6 million in cash and cash equivalents and $22.5 million in debt repayments due through June 2026[133] - Management believes it will have sufficient liquidity for the next 12 months, supported by operational forecasts, cash, cost reductions, and a $30.0 million preferred equity commitment from related party investors by August 31, 2026[134] - The Company received a notice of non-compliance with NYSE American listing standards due to negative stockholders' equity and sustained losses, and is considering suspending its NYSE listing to reduce costs[137][139] - Scheduled quarterly amortization payments under the 2024 Amended Term Loan total $22.5 million through June 2026[143] Cash Flows Operating cash flows decreased to $22.9 million, investing activities used $53.5 million, and financing activities provided $55.5 million, driven by incremental term loans Cash Flow Summary (in thousands) | Category | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------- | :----------------------------- | :----------------------------- | | Operating activities | $22,936 | $33,741 | | Investing activities | ($53,474) | ($45,706) | | Financing activities | $55,447 | $8,867 | | Net increase (decrease) in cash | $24,909 | ($3,098) | - Net cash from operating activities decreased by $10.8 million (32%) year-over-year for the six months ended June 30, 2025[148] - Oil and natural gas capital expenditures for the six months ended June 30, 2025, were $53.1 million, including $47.2 million for drilling and completion[150] - Financing activities were boosted by $61.1 million from Incremental Term Loans in 2025, compared to $38.8 million from preferred stock issuances and a $10.0 million merger deposit in 2024[152] Critical Accounting Policies and Estimates No material changes occurred in critical accounting policies and estimates from the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 - No material changes to critical accounting policies and estimates from the Annual Report on Form 10-K for the fiscal year ended December 31, 2024[155] Results of Operations Net income improved significantly due to derivative gains, offsetting lower operating revenues from reduced commodity prices and production, while per-unit operating expenses generally decreased Key Financial and Operational Metrics (Unaudited) | 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 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total operating revenues (in thousands) | $42,812 | $49,104 | $90,287 | $98,974 | | Total operating expenses (in thousands) | $42,965 | $43,984 | $87,049 | $93,831 | | Net income (loss) (in thousands) | $4,796 | ($105) | $10,819 | ($31,307) | | Total MBoe production | 1,182 | 1,170 | 2,253 | 2,352 | | Average daily production – Boe | 12,989 | 12,857 | 12,448 | 12,923 | | Average oil price - Bbl | $62.14 | $79.20 | $65.91 | $77.10 | | Average natural gas price - Mcf | $0.44 | ($1.10) | $0.96 | ($0.02) | | Average NGLs price - Bbl | $22.11 | $20.31 | $23.00 | $20.15 | | Total average price per Boe | $36.02 | $41.95 | $39.93 | $41.93 | - Operating revenues decreased for both three and six-month periods primarily due to lower average realized prices, despite a slight increase in Q2 2025 production[160][161] - Net gain on derivative contracts significantly improved, from a $22.9 million loss in H1 2024 to a $20.9 million gain in H1 2025[171] - Lease operating expenses decreased on a per-unit basis due to contract negotiations, lower chemical costs, and preventative maintenance[162] - Workover and other expenses increased due to higher activity and a non-recurring well cleanout program[163] - Depletion expense per Boe increased due to a period-over-period increase in net oil and natural gas properties combined with a decrease in proved reserves[169] ITEM 3. Quantitative and Qualitative Disclosures about Market Risk This section discusses the Company's exposure to market risks, including commodity price and interest rate risks, and related hedging strategies - The Company uses derivative instruments (fixed-price swaps, costless collars, basis swaps, WTI NYMEX rolls) to hedge commodity price risk, aiming to protect against declines in oil and natural gas prices[173] - Under its Term Loan Agreement, the Company is required to hedge approximately 50% to 85% of anticipated oil and natural gas production on a rolling basis for the next four years[175] - At June 30, 2025, the Company's term loan debt was $219.4 million, bearing variable interest rates tied to SOFR, with a weighted average interest rate of 12.20%[179] - A 10% change in market interest rates would impact the Company's cash flows by approximately $2.7 million per year, based on the June 30, 2025, variable-rate debt balance[179] ITEM 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal controls - Management concluded that disclosure controls and procedures were designed and effective as of June 30, 2025, ensuring timely and accurate reporting[180] - No material changes occurred in internal controls over financial reporting during the six months ended June 30, 2025[181] PART II. OTHER INFORMATION ITEM 1. Legal Proceedings Information regarding legal proceedings is incorporated by reference from Note 9, 'Commitments and Contingencies,' in the financial statements - Information regarding legal proceedings is incorporated by reference from Note 9, 'Commitments and Contingencies,' in the financial statements[182] ITEM 1A. Risk Factors No changes to the risk factors described in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 - No changes to the risk factors described in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024[183] ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds The Company reported no unregistered sales of equity securities or use of proceeds during the period - No unregistered sales of equity securities and no use of proceeds to report[184] ITEM 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities during the period - No defaults upon senior securities to report[184] ITEM 4. Mine Safety Disclosures Mine Safety Disclosures are not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[184] ITEM 5. Other Information No other information to report for this period - No other information to report[184] ITEM 6. Exhibits This section lists documents filed as exhibits to the Quarterly Report on Form 10-Q, including corporate governance and credit agreements - The report includes exhibits such as the Ninth Amended and Restated Certificate of Incorporation, Seventh Amended and Restated Bylaws, and the Second Amended and Restated Senior Secured Credit Agreement[187] - Sarbanes-Oxley Section 302 and 906 certifications of the Principal Executive Officer and Principal Financial Officer are attached[187] Signatures The report is signed by Matthew B. Steele, Chief Executive Officer and Principal Financial Officer, on August 13, 2025 - The report is signed by Matthew B. Steele, Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) on August 13, 2025[191]