Five Point(FPH) - 2023 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and management's analysis of financial condition and results ITEM 1. Financial Statements This section presents the unaudited condensed consolidated financial statements, including balance sheets, income, capital, and cash flow statements, and detailed notes Unaudited Condensed Consolidated Balance Sheets This section presents the company's unaudited condensed consolidated balance sheets for June 30, 2023, and December 31, 2022 Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2023 | December 31, 2022 | | :-------------------------- | :-------------- | :------------------ | | Total Assets | $2,913,903 | $2,885,784 | | Inventories | $2,254,935 | $2,239,125 | | Cash and Cash Equivalents | $193,203 | $131,771 | | Total Liabilities | $980,577 | $992,737 | | Notes payable, net | $621,419 | $620,651 | | Total Capital | $1,908,326 | $1,868,047 | Unaudited Condensed Consolidated Statements of Operations This section presents the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 Statements of Operations Highlights (Three Months Ended June 30, in thousands) | Metric | 2023 | 2022 | YoY Change | | :------------------------------------------ | :----- | :----- | :--------- | | Total Revenues | $21,349 | $5,393 | +295.9% | | Total Costs and Expenses | $24,190 | $17,229 | +40.4% | | Equity in Earnings (Loss) from Unconsolidated Entities | $52,128 | $643 | +8070.8% | | Net Income (Loss) Attributable to the Company | $23,571 | $(5,111) | N/A (swing to profit) | | Basic EPS (Class A) | $0.34 | $(0.07) | N/A (swing to profit) | Statements of Operations Highlights (Six Months Ended June 30, in thousands) | Metric | 2023 | 2022 | YoY Change | | :------------------------------------------ | :----- | :----- | :--------- | | Total Revenues | $27,050 | $10,279 | +163.2% | | Total Costs and Expenses | $41,480 | $57,980 | -28.5% | | Equity in Earnings (Loss) from Unconsolidated Entities | $53,176 | $(389) | N/A (swing to profit) | | Net Income (Loss) Attributable to the Company | $19,035 | $(22,241) | N/A (swing to profit) | | Basic EPS (Class A) | $0.28 | $(0.32) | N/A (swing to profit) | Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) This section presents the unaudited condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2023 and 2022 Comprehensive Income (Loss) Highlights (Three Months Ended June 30, in thousands) | Metric | 2023 | 2022 | | :------------------------------------------ | :----- | :----- | | Net Income (Loss) | $50,555 | $(10,972) | | Other Comprehensive Income | $40 | $13 | | Comprehensive Income (Loss) Attributable to the Company | $23,596 | $(5,103) | Comprehensive Income (Loss) Highlights (Six Months Ended June 30, in thousands) | Metric | 2023 | 2022 | | :------------------------------------------ | :----- | :----- | | Net Income (Loss) | $40,821 | $(47,741) | | Other Comprehensive Income | $81 | $26 | | Comprehensive Income (Loss) Attributable to the Company | $19,086 | $(22,225) | Unaudited Condensed Consolidated Statements of Capital This section presents the unaudited condensed consolidated statements of capital for the three and six months ended June 30, 2023 and 2022 - Total Capital increased from $1.87 billion at December 31, 2022, to $1.91 billion at June 30, 2023[25] - Net income attributable to the company for the six months ended June 30, 2023, was $19.04 million[25] - Share-based compensation expense for the six months ended June 30, 2023, was $1.69 million[25] Unaudited Condensed Consolidated Statements of Cash Flows This section presents the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022 Cash Flow Highlights (Six Months Ended June 30, in thousands) | Metric | 2023 | 2022 | | :-------------------------------------------------- | :------- | :-------- | | Net cash provided by (used in) operating activities | $37,925 | $(133,531) | | Net cash provided by investing activities | $29,676 | $1,387 | | Net cash used in financing activities | $(6,169) | $(5,498) | | Net increase (decrease) in cash, cash equivalents, and restricted cash | $61,432 | $(137,642) | | Cash, cash equivalents, and restricted cash—End of period | $194,195 | $129,150 | Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed notes to the unaudited condensed consolidated financial statements 1. BUSINESS AND ORGANIZATION This section describes Five Point Holdings, LLC's business, organizational structure, and share classes - Five Point Holdings, LLC is an owner and developer of mixed-use planned communities in California, conducting operations through Five Point Operating Company, LP[31] - The company has Class A and Class B common shares; Class A and B holders are entitled to one vote per share, but Class B distributions are 0.0003 times the amount paid per Class A common share[32] - Noncontrolling interests represent equity interests in consolidated subsidiaries held by partners in the Operating Company and members in The Shipyard Communities, LLC[33] 2. BASIS OF PRESENTATION This section outlines the basis for preparing the condensed consolidated financial statements - The company consolidates the accounts of the Holding Company and its subsidiaries where it has a controlling interest, and variable interest entities (VIEs) where it is deemed the primary beneficiary[37] - The accompanying condensed consolidated financial statements are unaudited and prepared in accordance with U.S. GAAP for interim financial information, Form 10-Q, and Article 10 of Regulation S-X[38] - Management's preparation of financial statements involves estimates and assumptions, and actual results could differ from these estimates[39] 3. REVENUES This section details the company's consolidated revenues by segment for the three and six months ended June 30, 2023 and 2022 Consolidated Revenues by Segment (Three Months Ended June 30, in thousands) | Segment | 2023 | 2022 | | :-------------- | :----- | :----- | | Valencia | $413 | $2,568 | | San Francisco | $162 | $122 | | Great Park | $20,670 | $2,602 | | Commercial | $104 | $101 | | Total Revenues | $21,349 | $5,393 | Consolidated Revenues by Segment (Six Months Ended June 30, in thousands) | Segment | 2023 | 2022 | | :-------------- | :----- | :----- | | Valencia | $1,716 | $3,727 | | San Francisco | $324 | $302 | | Great Park | $24,799 | $6,046 | | Commercial | $211 | $204 | | Total Revenues | $27,050 | $10,279 | - Contract assets decreased by $7.9 million for the six months ended June 30, 2023, primarily due to the receipt of marketing fees and $24.6 million in incentive compensation payments from the Great Park Venture, partially offset by additional earned incentive compensation revenue[43] 4. INVESTMENT IN UNCONSOLIDATED ENTITIES This section describes the company's equity method investments in unconsolidated entities - The company owns a 37.5% Percentage Interest in the Great Park Venture and accounts for it using the equity method[45] Great Park Venture Net Income (Loss) (Six Months Ended June 30, in thousands) | Metric | 2023 | 2022 | | :-------------------------------- | :------- | :------- | | Net income (loss) of Great Park Venture | $170,900 | $(1,355) | | The Company's share of net income (loss) | $64,088 | $(508) | | Equity in earnings (loss) from Great Park Venture | $53,484 | $(1,094) | - The company owns a 75% interest in the Gateway Commercial Venture, accounted for using the equity method due to limited control, and recognized an equity in loss of ($667 thousand) for the six months ended June 30, 2023[52][54] 5. NONCONTROLLING INTERESTS This section explains the nature and impact of noncontrolling interests on consolidated financial statements - The Holding Company owned approximately 62.6% of the outstanding Class A Common Units of the Operating Company as of June 30, 2023, consolidating its financial results and recording a noncontrolling interest for the remaining 37.4%[58] - Holders of Class A Common Units of the Operating Company and Class A units of the San Francisco Venture have exchange rights for Class A common shares or cash, which can increase the Holding Company's ownership[59][65] - A Redeemable Noncontrolling Interest of $25.0 million relates to Class C units in the San Francisco Venture, which are required to be redeemed upon certain reimbursements or at the Venture's option[66] 6. CONSOLIDATED VARIABLE INTEREST ENTITY This section identifies and describes the company's consolidated variable interest entities (VIEs) - The Operating Company, San Francisco Venture, FP LP, and FPL are identified as Variable Interest Entities (VIEs), with the company determined to be the primary beneficiary, leading to their consolidation[67][68][73] - As of June 30, 2023, the San Francisco Venture had total combined assets of $1.34 billion (primarily inventories) and total combined liabilities of $67.3 million[69] - As of June 30, 2023, FP LP and FPL had combined assets of $1.1 billion (primarily inventories) and total combined liabilities of $71.8 million[74] 7. INTANGIBLE ASSET, NET—RELATED PARTY This section details the intangible asset related to incentive compensation provisions and its amortization - The intangible asset relates to the contract value of incentive compensation provisions from the Amended and Restated Development Management Agreement (A&R DMA) with the Great Park Venture[77] Intangible Asset, Net (in thousands) | Metric | June 30, 2023 | December 31, 2022 | | :-------------------- | :------------ | :---------------- | | Net book value | $31,656 | $40,257 | - Intangible asset amortization expense was $8.6 million for the six months ended June 30, 2023, included in the cost of management services[78] 8. RELATED PARTY TRANSACTIONS This section outlines significant transactions and balances with related parties Related Party Assets (June 30, 2023, in thousands) | Asset Type | Amount | | :-------------------------------------------------- | :----- | | Contract assets | $73,826 | | Operating lease right-of-use asset | $15,245 | | Other | $862 | | Total Related Party Assets | $89,933 | Related Party Liabilities (June 30, 2023, in thousands) | Liability Type | Amount | | :-------------------------------------------------- | :----- | | Reimbursement obligation | $58,998 | | Payable to holders of Management Company's Class B interests | $4,116 | | Operating lease liability | $11,776 | | Accrued advisory fees | $7,625 | | Other | $1,169 | | Total Related Party Liabilities | $83,684 | - Management fee revenues from the Great Park Venture increased to $24.8 million for the six months ended June 30, 2023, from $6.0 million in the prior year, primarily due to variable incentive compensation revenue[82] 9. NOTES PAYABLE, NET This section provides details on the company's notes payable, net, including senior notes and credit facility Notes Payable, Net (in thousands) | Metric | June 30, 2023 | December 31, 2022 | | :-------------------------------- | :------------ | :---------------- | | 7.875% Senior Notes due 2025 | $625,000 | $625,000 | | Unamortized debt issuance costs and discount | $(3,581) | $(4,349) | | Total Notes payable, net | $621,419 | $620,651 | - In June 2023, the Operating Company amended its $125.0 million unsecured revolving credit facility, replacing LIBOR with SOFR as the benchmark interest rate[84] - As of June 30, 2023, there were no borrowings or letters of credit outstanding on the Operating Company's revolving credit facility[84] 10. TAX RECEIVABLE AGREEMENT This section describes the company's Tax Receivable Agreement (TRA) and related payment obligations - The company has a Tax Receivable Agreement (TRA) with certain unit holders, providing for payments equal to 85% of cash savings in income tax realized from specific tax attributes[85][192] Payable pursuant to Tax Receivable Agreement (in thousands) | Date | Amount | | :---------------- | :------- | | June 30, 2023 | $173,208 | | December 31, 2022 | $173,068 | - No TRA payments were made during the six months ended June 30, 2023 or 2022, and none are expected for the next several years based on current projections[85][192] 11. COMMITMENTS AND CONTINGENCIES This section outlines the company's significant commitments and contingencies, including leases, bonds, and legal proceedings Operating Lease Assets and Liabilities (in thousands) | Metric | June 30, 2023 | December 31, 2022 | | :-------------------------------------------------- | :------------ | :---------------- | | Operating lease right-of-use assets | $16,156 | $19,067 | | Operating lease liabilities | $12,597 | $15,705 | - Outstanding performance bonds totaled $307.3 million as of June 30, 2023, predominantly related to the Valencia community[87][189] - The San Francisco Venture had outstanding guarantees of $198.3 million benefiting the San Francisco Agency for infrastructure and construction obligations as of June 30, 2023[89][190] - The company is a defendant in the Bayview Action lawsuit, alleging fraudulent misrepresentation of test results and remediation efforts at The San Francisco Shipyard[91] 12. SUPPLEMENTAL CASH FLOW INFORMATION This section provides supplemental cash flow details, including cash paid for interest and cash reconciliation Supplemental Cash Flow Information (Six Months Ended June 30, in thousands) | Metric | 2023 | 2022 | | :------------------------------------------ | :------- | :------- | | Cash paid for interest (capitalized to inventories) | $25,998 | $26,146 | | Noncash lease expense | $2,094 | $2,452 | Reconciliation of Cash, Cash Equivalents, and Restricted Cash (June 30, in thousands) | Metric | 2023 | 2022 | | :------------------------------------------------------------------------------------------------ | :------- | :------- | | Cash and cash equivalents | $193,203 | $127,820 | | Restricted cash and certificates of deposit | $992 | $1,330 | | Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $194,195 | $129,150 | 13. SEGMENT REPORTING This section presents financial information by the company's reportable segments - The company's reportable segments include Valencia, San Francisco, Great Park, and Commercial, each representing distinct mixed-use planned communities or commercial operations[97][98][99][100] Segment Profit (Loss) Before Income Tax Provision (Three Months Ended June 30, 2023, in thousands) | Segment | Profit (Loss) | | :-------------- | :------------ | | Valencia | $(4,538) | | San Francisco | $(885) | | Great Park | $179,145 | | Commercial | $(502) | Segment Profit (Loss) Before Income Tax Provision (Six Months Ended June 30, 2023, in thousands) | Segment | Profit (Loss) | | :-------------- | :------------ | | Valencia | $(6,977) | | San Francisco | $(1,915) | | Great Park | $183,651 | | Commercial | $(678) | 14. SHARE-BASED COMPENSATION This section details the company's share-based compensation plans, activity, and related expenses - The Five Point Holdings, LLC 2023 Incentive Award Plan was approved, increasing the aggregate number of Class A common shares available for issuance by 7,500,000[104] Share-Based Compensation Activity (Six Months Ended June 30, 2023) | Metric | Share-Based Awards (in thousands) | Weighted-Average Grant Date Fair Value | | :-------------------------- | :-------------------------------- | :----------------------------------- | | Nonvested at January 1, 2023 | 2,166 | $3.77 | | Granted | 3,947 | $1.92 | | Cancelled | (906) | $2.16 | | Vested | (690) | $6.01 | | Nonvested at June 30, 2023 | 4,517 | $2.13 | - Share-based compensation expense was $1.7 million for the six months ended June 30, 2023, compared to $4.8 million for the same period in 2022[105] 15. EMPLOYEE BENEFIT PLANS This section describes the company's employee benefit plans, including the frozen defined benefit pension plan - The Newhall Land and Farming Company Retirement Plan is a frozen defined benefit plan[107] Net Periodic Pension Cost (Benefit) (Six Months Ended June 30, in thousands) | Metric | 2023 | 2022 | | :-------------------------- | :--- | :----- | | Interest cost | $404 | $272 | | Expected return on plan assets | $(444) | $(522) | | Amortization of net actuarial loss | $81 | $26 | | Net periodic cost (benefit) | $41 | $(224) | 16. INCOME TAXES This section explains the company's income tax treatment, provision, and valuation allowance - The Holding Company is treated as a corporation for tax purposes, while most of its subsidiaries are pass-through entities[108] - For the six months ended June 30, 2023, the company recorded no provision or benefit for income taxes on pre-tax income of $40.8 million, due to the application of a decrease in its valuation allowance[109] - The company continues to record a valuation allowance against its federal and state net deferred tax assets, largely due to a history of book losses[110] 17. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS AND DISCLOSURES This section provides disclosures on the fair value measurements of the company's financial instruments - The carrying amount of most of the company's financial instruments, including cash, restricted cash, and certain related party assets and liabilities, approximated their fair value at June 30, 2023, and December 31, 2022[111] - The estimated fair value of notes payable, net, was $566.0 million at June 30, 2023, compared to a carrying value of $621.4 million[112] 18. EARNINGS PER SHARE This section details the calculation of basic and diluted earnings per share for Class A common shares - The company uses the two-class method for earnings per share calculation, allocating net income between Class A and Class B common shares and participating securities[113] - No distributions on common shares were declared for the three and six months ended June 30, 2023 or 2022[114] Basic and Diluted Earnings (Loss) Per Class A Share | Period | Basic EPS | Diluted EPS | | :-------------------------- | :-------- | :---------- | | Three Months Ended June 30, 2023 | $0.34 | $0.34 | | Three Months Ended June 30, 2022 | $(0.07) | $(0.07) | | Six Months Ended June 30, 2023 | $0.28 | $0.27 | | Six Months Ended June 30, 2022 | $(0.32) | $(0.33) | 19. ACCUMULATED OTHER COMPREHENSIVE LOSS This section describes the components of accumulated other comprehensive loss attributable to the Company - Accumulated other comprehensive loss attributable to the Company totaled $2.9 million at June 30, 2023, primarily consisting of unamortized defined benefit pension plan net actuarial losses[117] - Reclassifications from accumulated other comprehensive loss to net income (loss) related to amortization of net actuarial losses were approximately $51 thousand for the six months ended June 30, 2023[117] ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on financial condition, operational results, liquidity, and capital resources Forward-Looking Statements This section highlights forward-looking statements subject to risks and uncertainties - The discussion contains forward-looking statements subject to risks and uncertainties, which are detailed in the 'Risk Factors' section of the Annual Report on Form 10-K[119] Overview This section provides an overview of the company's business structure and ownership interests - The company conducts all business through Five Point Operating Company, LP, in which it owned approximately 62.6% as of June 30, 2023[120] - The operating company holds equity interests in various entities, including Valencia, San Francisco Venture, Great Park Venture, Gateway Commercial Venture, and the management company[121] - The operating company consolidates and controls the management of all entities except for the Great Park Venture and the Gateway Commercial Venture, which are accounted for using the equity method[120] Operational Highlights This section summarizes key operational and financial achievements for the reporting period - Consolidated net income for Q2 2023 was $50.6 million, a significant improvement from a net loss of $9.7 million in Q1 2023[122] - Selling, general, and administrative (SG&A) expenses decreased to $12.7 million in Q2 2023 from $13.8 million in Q1 2023[122] - The Great Park Venture closed the sale of 798 homesites for $357.8 million in Q2 2023, including $143.1 million in estimated variable price participation[124] - Total liquidity at June 30, 2023, was $318.2 million, comprising $193.2 million in cash and $125.0 million available under the revolving credit facility[125] Results of Operations This section analyzes the company's financial performance, including revenues, expenses, and equity in earnings - Total revenues increased by $16.0 million (295.9%) to $21.3 million for the three months ended June 30, 2023, primarily due to increased management services revenue at the Great Park segment[129] - Equity in earnings from unconsolidated entities significantly increased to $52.1 million for the three months ended June 30, 2023, from $0.6 million in the prior year, driven by land sales at the Great Park Venture[132] - Selling, general, and administrative expenses decreased by $3.0 million (10.1%) to $26.5 million for the six months ended June 30, 2023, mainly due to lower employee-related and selling and marketing expenses[137] - Restructuring costs of $19.4 million were incurred during the six months ended June 30, 2022, related to executive management changes and layoffs[138][139] Segment Results and Financial Information This section provides detailed financial results and information for each operating segment Valencia Segment This section details the financial performance and key developments of the Valencia segment - Selling, general, and administrative expenses for the Valencia segment decreased by $2.0 million (24.7%) to $6.0 million for the six months ended June 30, 2023, primarily due to reduced community-related selling and marketing expenses and employee-related costs[153] San Francisco Segment This section details the financial performance and key developments of the San Francisco segment - Development at Candlestick and The San Francisco Shipyard is not subject to San Francisco's Proposition M growth control measure, allowing flexibility in commercial space construction[156] - Land transfers from the U.S. Navy for The San Francisco Shipyard are delayed due to allegations of misrepresented sampling results by contractors and subsequent resampling efforts, which could further impede future development[157] Great Park Segment This section details the financial performance and key developments of the Great Park segment - Land sales and related party land sales revenues for the Great Park segment increased to $369.2 million for the six months ended June 30, 2023, from $3.8 million in the prior year, driven by the sale of 798 homesites[170] - Management fee revenues increased to $24.8 million for the six months ended June 30, 2023, from $6.0 million in the prior year, mainly due to variable incentive compensation recognized[174] - Selling, general, and administrative expenses decreased by $6.8 million (57.1%) to $5.1 million for the six months ended June 30, 2023, due to lower marketing expenses and the elimination of a variable cost reimbursement component[176] Commercial Segment This section details the financial performance and key developments of the Commercial segment - The Gateway Commercial Venture owns one commercial office building and approximately 50 acres of commercial land with additional development rights at the Five Point Gateway Campus[181] - The company's corporate headquarters are located in the building owned by the Gateway Commercial Venture[181] Liquidity and Capital Resources This section discusses the company's liquidity, cash flow, and available capital resources - Consolidated cash and cash equivalents were $193.2 million at June 30, 2023, up from $131.8 million at December 31, 2022[184] - The company has a $125.0 million unsecured revolving credit facility available, with no funds drawn or letters of credit outstanding as of June 30, 2023[184] - Short-term cash needs include general and administrative expenses, development expenditures, interest payments, and related party reimbursement obligations, some of which have been deferred to 2024[185] - The company expects to meet its cash requirements for the next 12 months through available cash, distributions from unconsolidated entities, management fees, land sales, public financing reimbursements, and access to financing sources[186] - No Tax Receivable Agreement (TRA) payments are expected for the next several years based on current projections[192] Summary of Cash Flows This section provides a summary and analysis of the company's cash flows Summary of Cash Flows (Six Months Ended June 30, in thousands) | Activity | 2023 | 2022 | | :-------------------------- | :------- | :-------- | | Operating activities | $37,925 | $(133,531) | | Investing activities | $29,676 | $1,387 | | Financing activities | $(6,169) | $(5,498) | - Net cash provided by operating activities significantly improved to $37.9 million for the six months ended June 30, 2023, from $133.5 million net cash used in the prior year, aided by public financing reimbursements and a third-party recovery in Valencia[193] - The company received $22.0 million in incentive compensation payments and $81.8 million in total distributions from the Great Park Venture during the six months ended June 30, 2023[194] Changes in Capital Structure This section outlines changes in the company's capital structure, including ownership percentages - The company's ownership percentage in the operating company increased to 62.6% during the six months ended June 30, 2023, primarily due to the issuance and reacquisition of share-based compensation[199] Outstanding Class A Units (June 30, 2023) | Entity | Held by Us | Held by Noncontrolling Interest Members | | :-------------------------------- | :--------- | :------------------------------------ | | Class A units of the operating company | 69,199,938 | 41,363,271 | | Class A units of the San Francisco Venture | N/A | 37,870,273 | - There were 79,233,544 Class B common shares outstanding at June 30, 2023, held by noncontrolling interest members, convertible to Class A common shares at a 0.0003:1 ratio[201] Critical Accounting Estimates This section confirms no significant changes to the company's critical accounting estimates - There have been no significant changes to the company's critical accounting estimates during the six months ended June 30, 2023, compared to those disclosed in its Annual Report on Form 10-K for 2022[202] ITEM 3. Quantitative and Qualitative Disclosures About Market Risk This section outlines market risk exposure, primarily from fixed-rate indebtedness, and management strategies - The company's primary market risk stems from its indebtedness, which bears interest at fixed rates[203] - As of June 30, 2023, the company had outstanding consolidated net indebtedness of $621.4 million, none of which bears interest based on floating rates[204] - The company may consider using swap arrangements in the future to fix rates on floating rate debt, if applicable, to reduce cash flow variability and mitigate interest rate increases, not for speculative purposes[203] ITEM 4. Controls and Procedures This section details the evaluation of disclosure controls and changes in internal financial reporting Evaluation of Disclosure Controls and Procedures This section reports on management's conclusion regarding the effectiveness of disclosure controls - Management, with the supervision of the CEO and Interim CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2023[205] Changes in Internal Control Over Financial Reporting This section reports on any changes in internal control over financial reporting - There were no changes in internal control over financial reporting identified during the period covered by this report that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[206] PART II. OTHER INFORMATION This section covers other required disclosures, including legal proceedings, risk factors, and exhibits ITEM 1. Legal Proceedings This section refers to Note 11 of the condensed consolidated financial statements for legal proceedings - Disclosures regarding legal proceedings are incorporated by reference from Note 11 to the condensed consolidated financial statements[208] ITEM 1A. Risk Factors This section states no material changes to risk factors from the Annual Report on Form 10-K - There have been no material changes in the company's risk factors from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022[209] ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds This section indicates no unregistered sales of equity securities or use of proceeds to report - No unregistered sales of equity securities and use of proceeds to report[210] ITEM 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities - No defaults upon senior securities to report[210] ITEM 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[210] ITEM 5. Other Information This section states that there is no other information to disclose - No other information to report[210] ITEM 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including credit agreements and certifications - Exhibit 10.1 includes the Fourth Amendment to Credit Agreement, dated June 30, 2023[211] - Includes Certifications of Principal Executive Officer (31.1, 32.1) and Principal Financial Officer (31.2, 32.2) pursuant to Sarbanes-Oxley Act[211] - Includes Inline XBRL Instance Document and Taxonomy Extension Documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[211] Signatures This section contains the required signatures of the company's principal executive and financial officers - The report is signed by Daniel Hedigan, Chief Executive Officer, and Leo Kij, Interim Chief Financial Officer[214]