BATTALION OIL CORP
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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Sep 30, 2025 · Filed Nov 13, 2025
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Notes to Unaudited Condensed Consolidated Financial Statements
**1.**FINANCIAL STATEMENT PRESENTATION
Basis of Presentation and Principles of Consolidation
Battalion Oil Corporation (“Battalion” or the “Company”) is an independent energy company focused on the acquisition, production, exploration and development of onshore liquids-rich oil and natural gas assets in the United States (“U.S.”). The consolidated financial statements include the accounts of all majority-owned, controlled subsidiaries. The Company operates inone segment which focuses on oil and natural gas acquisition, production, exploration and development. Allocation of capital is made across the Company’s entire portfolio without regard to operating area. All intercompany accounts and transactions have been eliminated.
These unaudited condensed consolidated financial statements reflect, in the opinion of the Company’s management, all adjustments, consisting of normal and recurring adjustments, necessary to present fairly the financial position as of, and the results of operations for, the periods presented. Interim period results are not necessarily indicative of results of operations or cash flows for the full year and accordingly, certain information normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”), has been condensed or omitted. During interim periods, Battalion follows the accounting policies disclosed in its Annual Report on Form 10-K, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2025. Please refer to the notes in the Annual Report on Form 10-K for the year ended December 31, 2024 when reviewing interim financial results. The Company has evaluated events or transactions through the date of issuance of these unaudited condensed consolidated financial statements.
Liquidity and Cash Requirements
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company’s ability to execute its operating strategy is dependent on its ability to maintain adequate liquidity and continue to access capital, as needed. The Company generated net income of $10.1 million for the nine months ended September 30, 2025 and had negative working capital of $3.9 million as of September 30, 2025. At September 30, 2025, the Company had $50.5 million of cash and cash equivalents, no additional borrowing capacity under the 2024 Amended Term Loan Agreement (as defined in Note 5, “Debt” to the unaudited condensed consolidated financial statements) and a total of $22.5 million in debt repayments due through September 30, 2026 under its 2024 Amended Term Loan Agreement. The Company’s current business estimates and forecasts indicate that it is at risk of potential non-compliance with its debt covenant requirements for the next 12 months from the issuance of these unaudited condensed consolidated financial statements. In response to these events and conditions, the Company continues to rely on a support letter from itsthree largest current related party investors to purchase additional preferred equity securities in an amount up to $30.0 million on or before August 31, 2026. Management believes that based upon its commitment of the investors to purchase up to $30.0 million in additional preferred equity, it is probable the Company will have sufficient liquidity to maintain compliance with its debt covenants, as described in Note 5, “Debt,” for the next 12 months from the issuance of these unaudited condensed consolidated financial statements.
Use of Estimates
The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Estimates and assumptions that, in the opinion of management of the Company, are significant include oil and natural gas revenue accruals, capital and operating expense accruals, oil and natural gas reserves, depletion relating to oil and
natural gas properties, asset retirement obligations (“AROs”), and fair value estimates. The Company bases its estimates and judgments on historical experience and on various other assumptions and information believed to be reasonable under the circumstances. Estimates and assumptions about future events and their effects cannot be predicted with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Actual results may differ from the estimates and assumptions used in the preparation of the Company’s unaudited condensed consolidated financial statements.
Cash, Cash Equivalents and Restricted Cash
The Company considers all highly liquid short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. These investments are carried at cost, which approximates fair value. Amounts in the unaudited condensed consolidated balance sheets included in*“Cash and cash equivalents”* and*“Restricted cash”* reconcile to the Company’s unaudited condensed statements of cash flows as follows (in thousands):
| | | | | | | |
|---|---|---|---|---|---|---|
| | September 30, 2025 | | December 31, 2024 | |||
| | | | | | | |
| Cash and cash equivalents | | $50,455 | | $19,712 | ||
| Restricted cash | | | 91 | | | 91 |
| Total cash, cash equivalents and restricted cash | | $50,546 | | $19,803 | ||
Restricted cash consists of funds to collateralize company credit cards.
Accounts Receivable and Allowance for Doubtful Accounts
The Company’s accounts receivable are primarily receivables from joint interest owners and oil and natural gas purchasers. Accounts receivable are recorded at the amount due, less an allowance for doubtful accounts, when applicable. Payment of the Company’s accounts receivable is typically received within 30-60 days. The Company’s historical credit losses have been de minimis and are expected to remain so in the future assuming no substantial changes to the business or creditworthiness of the Company’s counterparties.
Concentrations of Credit Risk
The Company’s primary concentrations of credit risk are the risks of uncollectible accounts receivable and of nonperformance by counterparties under the Company’s derivative contracts. Each reporting period, the Company assesses the recoverability of material receivables using historical data, current market conditions and reasonable and supportable forecasts of future economic conditions to determine expected collectability of its material receivables.
At September 30, 2025, the Company’s exposure to credit risk under its derivative contracts is currently limited totwo counterparties – a major financial institution that is a lender under the 2024 Amended Term Loan Agreement (as defined in Note 5, “Debt”) and a large multi-strategy alternative investment manager, both of which have investment grade credit ratings. The Company has master netting agreements with both counterparties which provide for offsetting of amounts payable or receivable between the Company and the counterparty. To manage counterparty risk associated with derivative contracts, the Company selects and monitors counterparties based on an assessment of their financial strength and/or credit ratings.
Recently Issued Accounting Pronouncements and Legislation
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which
focuses on the income tax rate reconciliation and income taxes paid. ASU 2023-09 requires an entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories, with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign, and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in ASU 2023-09 prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company is currently evaluating the impact of adopting ASU 2023-09 but does not expect it to have a material impact on its disclosures, with no impact to its results of operations, cash flows, or financial condition.
In November 2024, the FASB issued ASU 2024-03,Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)(“ASU 2024-03”), which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within the fiscal year beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. These provisions had no impact on the Company’s consolidated financial statements for the three and nine months ended September 30, 2025.
2. SEGMENTS
The Company has determined that it operates asone reportable segment which focuses on oil and natural gas acquisition, production, exploration and development. The Company evaluates performance based on consolidated income or loss from operations. The Company’s chief executive officer and chief operating officer together function as the Company’s chief operating decision maker (the “CODM”). The CODM evaluates and manages performance and resource allocation based on consolidated production and operating expenses. Significant expenses provided to the CODM for review consist of lease operating, workover and other, and gathering and other expenses. The Company’s significant segment expenses are derived from and can be found within the unaudited condensed consolidated statement of operations. The measure of segment assets for the Company’s single reportable segment is “Total assets” as reported on the unaudited condensed consolidated balance sheets.
3. OPERATING REVENUES
Substantially all of the Company’s oil, natural gas and natural gas liquids (“NGLs”) revenues are derived from the Delaware Basin in Pecos, Reeves, Ward and Winkler Counties, Texas. Revenue is presented disaggregated in the unaudited condensed consolidated statements of operations by major product, and depicts how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors in the Company’s single basin operations.
Revenue is recognized when the following five steps are completed: (1) identify the contract with the customer, (2) identify the performance obligation (promise) in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when the performance obligation is satisfied. Revenues from the sale of crude oil, natural gas and NGLs are recognized at a point in time when a performance obligation is satisfied by the transfer of control of each unit (e.g. barrel of oil, Mcf of gas) of commodity
to the customer. Revenue is measured based on contract consideration allocated to each unit of commodity and excludes amounts collected on behalf of third parties. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenue.
Because the Company’s performance obligations have been satisfied and an unconditional right to consideration exists as of the balance sheet date, the Company recognized amounts due from contracts with customers for sales of oil, natural gas and NGLs of $14.4 million and $23.5 million at September 30, 2025 and December 31, 2024, respectively, as*“Accounts receivable, net”* on the unaudited condensed consolidated balance sheets. The Company utilizes the practical expedient exempting the disclosure of the transaction price of unsatisfied performance obligations for (i) contracts with an original expected duration of one year or less and (ii) contracts where variable consideration is allocated entirely to a wholly unsatisfied performance obligation (each unit of product typically represents a separate performance obligation, and therefore, future volumes under the Company’s long-term contracts are wholly unsatisfied).
For additional information regarding the Company’s operating revenues, refer to its Annual Report on Form 10-K for the year ended December 31, 2024.
4. OIL AND NATURAL GAS PROPERTIES
The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under this method of accounting, all costs of acquisition, exploration and development of oil and natural gas reserves (including such costs as leasehold acquisition costs, geological expenditures, treating equipment and gathering support facilities costs, dry hole costs, tangible and intangible development costs and direct internal costs) are capitalized as the cost of oil and natural gas properties when incurred. To the extent capitalized costs of evaluated oil and natural gas properties, net of accumulated depletion, exceed the discounted future net revenues of proved oil and natural gas reserves, net of deferred taxes, such excess capitalized costs are charged to expense.
Additionally, the Company assesses all properties classified as unevaluated property on a quarterly basis for possible impairment. The Company assesses properties on an individual basis or as a group, if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to depletion and the full cost ceiling test limitation.
At September 30, 2025 and 2024, using first-day-of-the-month average West Texas Intermediate (“WTI”) crude oil spot prices and Henry Hub natural gas prices for the respective prior 12-month periods, the Company’s net book value of oil and natural gas properties at September 30, 2025 and 2024, did not exceed the ceiling test value of the Company’s reserves. Oil and natural gas prices utilized for the ceiling test calculations at September 30, 2025 and 2024 were $68.07 per barrel and $79.40 per barrel of oil, respectively, and $3.10 per MMBtu and $2.21 per MMBtu for natural gas, respectively.
Changes in commodity prices, production rates, levels of reserves, future development costs, transfers of unevaluated properties to the full cost pool, capital spending, and other factors will determine the Company’s ceiling test calculation and impairment analyses in future periods. Additionally, because oil and natural gas prices are inherently volatile, sustained lower commodity prices would reduce the calculated first-day-of-the-month average prices which could result in non-cash impairment chargesof the Company’s oil and natural gas properties under its full cost ceiling test calculation, negatively impacting earnings and financial position.
5. DEBT
The Company’s debt consisted of the following for the periods presented (in thousands):
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · September 30, 2025 · · · December 31, 2024 | |||||||
| Term loan credit facility | | $213,750 | | | $162,000 | ||
| Other | | | 26 | | | | 106 |
| Total debt (Face Value) | | | 213,776 | | | | 162,106 |
| Less: | | | | | | | |
| Current portion of long-term debt(1) | | | (22,526) | | | | (12,246) |
| Other(2) | | | (5,020) | | | | (4,325) |
| Long-Term Debt, net | | $186,230 | | | $145,535 | ||
| (1) | Amounts primarily reflect amortization payments of $22.5 million and $12.2 million due under the Company’s 2024 Amended Term Loan Agreement within one year at September 30, 2025 and December 31, 2024, respectively. |
| (2) | Amounts reflect unamortized debt discount and issuance costs of approximately $5.0 million and $4.3 million at September 30, 2025 and December 31, 2024, respectively. For the nine months ended September 30, 2025 and 2024, the Company recorded approximately $1.2 million and $4.9 million, respectively, in interest expense reflecting the amortization/accretion of deferred financing costs and debt discount. |
Amended and Restated Credit Agreement
On December 26, 2024 (the “Initial Closing Date”), Halcón Holdings, LLC (the “Borrower”), a wholly-owned subsidiary of the Company, entered into a Second Amended and Restated Senior Secured Credit Agreement (the “2024 Term Loan Agreement”) with Fortress Credit Corp., as administrative agent, and certain other financial institutions party thereto, as lenders. The 2024 Term Loan Agreement amends and restates in its entirety the Company’s 2021 Amended Term Loan Agreement (as defined below). Pursuant to the 2024 Term Loan Agreement, the lenders party thereto agreed to provide the Borrower with (i) an initial term loan facility in the aggregate principal amount of $162.0 million, funded on December 26, 2024 and (ii) an incremental term loan facility in the aggregate principal amount of up to $63.0 million to be made available to the Borrower from January 3, 2025 until the date that was the earliest to occur of (x) the date on which such incremental term facility is fully drawn, (y) the date on which such incremental term facility is terminated and (z) January 11, 2025, subject to the satisfaction of certain conditions. On January 9, 2025, the Borrower entered into a first amendment (the “First Amendment”) to its 2024 Term Loan Agreement (as amended, the “2024 Amended Term Loan Agreement”). Pursuant to the First Amendment, the Borrower incurred incremental term loans in the aggregate principal amount of $63.0 million (the “Incremental Term Loans”).
The net proceeds of the 2024 Term Loan Agreement were used to repay all outstanding indebtedness under the 2021 Amended Term Loan Agreement, including accrued and unpaid interest, in an aggregate amount of approximately $152.1 million and to pay related fees and expenses. For the year ended December 31, 2024, the Company recognized a loss on extinguishment of debt in the amount of $7.5 million resulting from the credit agreement refinancing on December 26, 2024 which included a $3.6 million non-cash write-off of deferred financing costs, original issue discounts and embedded derivatives associated with the extinguished debt and $3.9 million in fees and debt issuance costs paid for the new debt. Additionally, the Company deferred $4.3 million of original issue discount and financing costs on the unaudited condensed consolidated balance sheet at December 31, 2024 in conjunction with entry into the 2024 Term Loan Agreement and deferred an additional $1.8 million of original issue discount and financing costs on the unaudited condensed consolidated balance sheet at September 30, 2025 in conjunction with the issuance of the Incremental Term Loans in January 2025.
The maturity date of the 2024 Amended Term Loan Agreement is December 26, 2028.
Borrowings under the 2024 Amended Term Loan Agreement initially bore interest at a rate per annum equal to a forward-looking term rate based on the Secured Overnight Financing Rate (“SOFR”) for a tenor of three months (with a credit spread adjustment of 0.15% per annum) (or another applicable reference rate, as determined pursuant to the terms of the 2024 Amended Term Loan Agreement) plus an applicable margin of 7.75%. The weighted average interest rate on the Company’s borrowings under the 2024 Amended Term Loan Agreement for the quarter ended September 30, 2025 was 12.19%.
The Borrower may elect, at its option, to prepay any borrowing outstanding under the 2024 Amended Term Loan Agreement. Such voluntary prepayments, certain mandatory prepayments and change of control prepayments are subject to the following prepayment premium, as applicable:
| | | | |
|---|---|---|---|
| Period | | | Premium |
| Months 0 - 12 | | | Make-whole amount equal to 12 months of interest plus 4.00% |
| Months 13 - 30 | | | 2.00% |
| Thereafter | | | 0.00% |
In the event the Borrower shall receive a disapproval notice (as defined in the 2024 Term Loan Agreement) from the required lenders under the 2024 Amended Term Loan Agreement rejecting or otherwise disqualifying a proposed buyer in connection with a permitted change in control thereunder to be consummated within 12 months following the Initial Closing Date, such voluntary prepayments, certain mandatory prepayments and change of control prepayments are subject to the following prepayment premium, as applicable:
| | | | |
|---|---|---|---|
| Period | | | Premium |
| Months 0 - 9 | | | Make-whole amount equal to 9 months of interest plus 2.00% |
| Months 10 - 30 | | | 2.00% |
| Thereafter | | | 0.00% |
The Borrower may be required to make mandatory prepayments of the loans under the 2024 Amended Term Loan Agreement in connection with the incurrence of non-permitted debt, certain asset sales and with excess cash on hand in excess of certain maximum levels. The Borrower is required to make scheduled quarterly amortization payments in an aggregate principal amount equal to 2.50% of the total aggregate principal amount of the loans outstanding and such payments commenced the fiscal quarter ending June 30, 2025. In accordance with the terms of the 2024 Amended Term Loan Agreement, the Company made repayments totaling $5.6 million and $11.3 million, respectively, for the three and nine months ended September 30, 2025.
Amounts outstanding under the 2024 Amended Term Loan Agreement are guaranteed by certain of the Borrower’s direct and indirect subsidiaries and secured by a security interest in substantially all of the assets of the Borrower and such direct and indirect subsidiaries, and of the equity interests of the Borrower held by the Company.
The 2024 Amended Term Loan agreement contains certain financial covenants (as defined in the 2024 Term Loan Agreement and as amended in the Second Amendment), including the maintenance of the following ratios:
| ● | Asset Coverage Ratio not to fall below 1.85x as of September 30, 2025 through and including December 31, 2026 and 2.00x for each fiscal quarter thereafter (see Note 13, “Subsequent Events”), determined as of the last day of each fiscal quarter; |
| ● | Total Net Leverage Ratio not to exceed 2.50x as of September 30, 2025 and not to exceed the levels set forth in the table in Note 13, “Subsequent Events” for each fiscal quarter thereafter, determined as of the last day of each fiscal quarter; |
| ● | Current Ratio not to fall below 1.00x, determined on the last day of each calendar month commencing with the calendar month ending March 31, 2025; and |
| ● | Liquidity not to fall below the greater of (x) $10,000,000 and (y) the amount equal to the scheduled principal and interest payments for the immediately succeeding three-month period, determined as of the last day of any fiscal quarter. |
At September 30, 2025, the Company was in compliance with all financial covenants under the 2024 Amended Term Loan Agreement.
Under the 2024 Amended Term Loan Agreement, the Company is required to hedge approximately 85% to 50% of its anticipated oil and natural gas production, in varying percentages by year, on a rolling basis for the next four years. Entry into the 2024 Term Loan Agreement did not result in any material changes to the Company’s hedges. The 2024 Amended Term Loan Agreement also contains certain events of default, including non-payment; breaches of representations and warranties; non-compliance with covenants or other agreements; cross-default to material indebtedness; judgments; change of control; and voluntary and involuntary bankruptcy.
In conjunction with entering into the 2024 Term Loan Agreement, the Company agreed to pay an exit fee equal to the amount resulting from multiplying 3.50% by the difference, if any, of (x) Total proved developed producing (“PDP”) PV-10 (the “PDP PV-10”) as of the date that is the earlier of (i) Payment in Full, (ii) the Maturity Date, or (iii) the loans and other obligations otherwise becoming immediately due and payable pursuant to Section 10.02 of the 2024 Term Loan Agreement (including whether, in the case of clauses (i) or (iii), such Payment in Full or acceleration, respectively, may be made in connection with a refinancing transaction or a disposition of all or substantially all of the assets of the Company) (such earlier date, the “Exit Fee Determination Date”), less (y) the Total PDP PV-10 reflected in the Initial Reserve Report (as defined in the 2024 Term Loan Agreement) (the “Exit Fee”). Upon evaluation of the payoff profiles associated with the Exit Fee, the Company concluded that such embedded features resulting from the application of this fee were not clearly and closely related to the host debt instrument. The fair value analysis for such derivative was performed and the fair value was deemed to bezero at commencement, at December 31, 2024 and at September 30, 2025. Refer to Note 6, “Fair Value Measurements,” for a discussion of the valuation approach used and the significant inputs to the valuation for the Exit Fee derivative.
Term Loan Credit Facility
On November 24, 2021, the Company and Borrower entered into an Amended and Restated Senior Secured Credit Agreement (the “2021 Term Loan Agreement”) with Macquarie Bank Limited, as administrative agent, and certain other financial institutions party thereto, as lenders, having a maturity date of November 24, 2025 (as subsequently amended, the “2021 Amended Term Loan Agreement”).
All obligations under the 2021 Amended Term Loan Agreement were refunded, refinanced and repaid in full by the loans under the 2024 Term Loan Agreement on December 26, 2024.
Borrowings under the 2021 Amended Term Loan Agreement bore interest at a variable interest rate based on SOFR plus an applicable margin of 7.5%. The weighted average interest rate on the Company’s term loan borrowings under the 2021 Amended Term Loan Agreement for the quarter ended September 30, 2024 was approximately 12.98%.
6. FAIR VALUE MEASUREMENTS
The Company’s determination of fair value incorporates not only the credit standing of the counterparties involved in transactions with the Company resulting in receivables on the Company’s unaudited condensed consolidated balance sheets, but also the impact of the Company’s nonperformance risk on its own liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company separates the fair value of its financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy assigns the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 measurements are inputs that are observable for assets or liabilities, either directly or indirectly, other than quoted prices included within Level 1. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. There wereno transfers between fair value hierarchy levels for any period presented. The following tables set forth by level within the fair value hierarchy the Company’s financial assets and liabilities associated with commodity-based derivative contracts that were accounted for at fair value at September 30, 2025 and December 31, 2024 (in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · September 30, 2025 | ||||||||||||
| | Level 1 | Level 2 | Level 3 | Total | ||||||||
| Assets | | | | | | | | | | | | |
| Assets from derivative contracts | | $— | | $18,471 | | $— | | $18,471 | ||||
| | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | |
| Liabilities from derivative contracts | | $— | | $6,615 | | $— | | $6,615 | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2024 | ||||||||||||
| | Level 1 | Level 2 | Level 3 | Total | ||||||||
| Assets | | | | | | | | | | | | |
| Assets from derivative contracts | | $— | | $11,021 | | $— | | $11,021 | ||||
| | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | |
| Liabilities from derivative contracts | | $— | | $19,284 | | $— | | $19,284 | ||||
Derivative contracts listed above as Level 2 include fixed-price swaps, collars, basis swaps and WTI NYMEX rolls that are carried at fair value. The Company records the net change in the fair value of these positions in*“Net gain (loss) on derivative contracts”* in the Company’s unaudited condensed consolidated statements of operations. The Level 2 observable data includes the forward curves for commodity prices based on quoted market prices and implied volatility factors related to changes in the forward curves. See Note 7,“Derivative and Hedging Activities,” for additional discussion of derivatives.
The Company’s derivative contracts are with major financial institutions and large multi-strategy alternative investment managers with investment grade credit ratings which are believed to have minimal credit risk. As such, the Company is exposed to credit risk to the extent of nonperformance by the counterparties in the derivative contracts; however, the Company does not anticipate such nonperformance.
As discussed in Note 5, “Debt,” the Company evaluated the 2024 Term Loan Agreement and identified the Exit Fee to be an embedded derivative not clearly and closely related to the host debt instrument. The fair value analysis for such derivative was performed and the fair value was deemed to bezero at commencement, at December 31, 2024 and at September 30, 2025. The fair value of the Exit Fee derivative is remeasured each reporting period with fair value changes recorded in*“Interest Expense and other”*on the unaudited condensed consolidated statement of operations. The valuation of the Exit Fee derivative includes significant inputs such as the timing of potential exit scenarios, forward
NYMEX strip pricing, forecasted capital and other expenditures and discount rates. The fair value of the Exit Fee derivative is classified as Level 3 in the fair value hierarchy.
Estimated fair value amounts have been determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash, cash equivalents and restricted cash, accounts receivable, and accounts payable approximates their carrying value due to their short-term nature. The estimated fair value of borrowings under the Company’s Amended Term Loan Agreement approximates carrying value because the variable interest rates approximate current market rates.
The Company follows the provisions of the FASB’s Accounting Standards Codification (“ASC”) 820,Fair Value Measurement for nonfinancial assets and liabilities measured at fair value on a non-recurring basis. These provisions apply to the Company’s initial recognition of AROs for which fair value is used. The ARO estimates are derived from historical costs and management’s expectation of future cost environments; and therefore, the Company has designated these liabilities as Level 3. See Note 8,“Asset Retirement Obligations,” for a reconciliation of the beginning and ending balances of the liability for the Company’s AROs.
7. DERIVATIVE AND HEDGING ACTIVITIES
The Company is exposed to commodity price risks relating to its ongoing business operations. In accordance with the Company’s policy and the requirements under the Amended Term Loan Agreement, it generally hedges a substantial, but varying, portion of anticipated oil and natural gas production for future periods. Derivatives are carried at fair value on the unaudited condensed consolidated balance sheets as assets or liabilities, with the changes in the fair value included in the unaudited condensed consolidated statements of operations for the period in which the change occurs. The Company has elected not to designate any of its derivative contracts for hedge accounting. Accordingly, the Company records the net change in the mark-to-market valuation of these derivative contracts, as well as all payments and receipts on settled derivative contracts, in*“Net gain (loss) on derivative contracts”* on the unaudited condensed consolidated statements of operations. The Company’s hedge policies and objectives may change significantly as its operational profile changes. The Company does not enter into derivative contracts for speculative trading purposes.
It is the Company’s policy to enter into derivative contracts only with counterparties that are creditworthy financial or commodity hedging institutions deemed by management as competent and competitive market makers. At September 30, 2025, the Company did not post collateral under any of its derivative contracts as they are secured under the Company’s Term Loan Agreement.
The Company’s crude oil and natural gas derivative positions at any point in time may consist of fixed-price swaps, costless put/call collars, basis swaps and WTI NYMEX rolls further described as follows:
| ● | Fixed-price swaps are designed so that the Company receives or makes payments based on a differential between fixed and variable prices for crude oil and natural gas. |
| ● | Costless collars consist of a sold call, which establishes a maximum price the Company will receive for the volumes under contract and a purchased put that establishes a minimum price and are generally utilized less frequently by the Company than fixed-price swaps. |
| ● | Basis swaps effectively lock in a price differential between regional prices (i.e., Midland) where the product is sold and the relevant pricing index under which the oil production is hedged (i.e., Cushing). |
| ● | WTI NYMEX roll agreements account for pricing adjustments to the trade month versus the delivery month for contract pricing. |
The following table summarizes the location and fair value amounts of all commodity derivative contracts in the unaudited condensed consolidated balance sheets at September 30, 2025 and December 31, 2024 (in thousands):
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance sheet location · September 30, 2025 · December 31, 2024 · Balance sheet location · September 30, 2025 · December 31, 2024 | ||||||||||||||
| Current assets | | $15,077 | | $6,969 | | Current liabilities | | $(1,863) | | $(12,330) | ||||
| Other noncurrent assets | | | 3,394 | | | 4,052 | | Other noncurrent liabilities | | | (4,752) | | | (6,954) |
| | | $18,471 | | $11,021 | | | | $(6,615) | | $(19,284) | ||||
The following table summarizes the location and amounts of the Company’s realized and unrealized gains and losses on derivative contracts in the Company’s unaudited condensed consolidated statements of operations (in thousands):
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Location of gain (loss) · · Three Months Ended · · Nine Months Ended | ||||||||||||||
| · · on derivative contracts on · · September 30, · · September 30, | ||||||||||||||
| Type · Statement of Operations · · 2025 · · 2024 · · 2025 · · 2024 | ||||||||||||||
| Commodity contracts: | | | | | | | | | | | | | | |
| Unrealized gain | | Other income (expenses) | | $1,044 | | $28,091 | | $20,120 | | $12,764 | ||||
| Realized gain (loss) | | Other income (expenses) | | | 4,136 | | | (1,195) | | | 5,910 | | | (8,832) |
| Total net gain (loss) | | | | $5,180 | | $26,896 | | $26,030 | | $3,932 | ||||
At September 30, 2025, the Company had the following open crude oil and natural gas derivative contracts:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Instrument · · 2025 · · 2026 · · · 2027 · · · 2028 · · · 2029 · | ||||||||||||||||
| Crude oil: | | | | | | | | | | | | | | | | |
| Fixed-price swap: | | | | | | | | | | | | | | | | |
| Total volumes (Bbls) | | | 412,283 | | | 1,497,884 | | | 1,054,223 | | | 750,020 | | | 299,544 | |
| Weighted average price | | $63.74 | | $64.59 | | $62.26 | | $62.37 | | $61.40 | | |||||
| Basis swap: | | | | | | | | | | | | | | | | |
| Total volumes (Bbls) | | | 501,043 | | | 1,459,912 | | | 980,339 | | | 692,020 | | | 140,544 | |
| Weighted average price | | $0.42 | | $0.50 | | $0.55 | | $0.66 | | $0.68 | | |||||
| WTI NYMEX roll: | | | | | | | | | | | | | | | | |
| Total volumes (Bbls) | | | 501,043 | | | 1,459,912 | | | 980,339 | | | 692,020 | | | 140,544 | |
| Weighted average price | | $0.41 | | $0.03 | | $(0.04) | | $(0.23) | | $(0.29) | | |||||
| Natural gas: | | | | | | | | | | | | | | | | |
| Fixed-price swap: | | | | | | | | | | | | | | | | |
| Total volumes (MMBtu) | | | 716,351 | | | 1,098,125 | | | 1,739,001 | | | 2,010,469 | | | 527,049 | |
| Weighted average price | | $3.21 | | $3.97 | | $3.77 | | $3.36 | | $3.84 | | |||||
| Two-way collar: | | | | | | | | | | | | | | | | |
| Total volumes (MMBtu) | | | 743,144 | | | 4,424,627 | | | 2,304,553 | | | 995,931 | | | 604,000 | |
| Weighted average price (call) | | $6.10 | | $4.44 | | $4.71 | | $4.08 | | $4.08 | | |||||
| Weighted average price (put) | | $3.64 | | $3.55 | | $3.52 | | $3.32 | | $2.57 | | |||||
| Basis swap: | | | | | | | | | | | | | | | | |
| Total volumes (MMBtu) | | | 1,311,203 | | | 4,839,568 | | | 3,531,961 | | | 2,550,400 | | | 527,049 | |
| Weighted average price | | $(0.91) | | $(1.01) | | $(0.84) | | $(0.86) | | $(0.89) | | |||||
The Company presents the fair value of its derivative contracts at the gross amounts in the unaudited condensed consolidated balance sheets. The following table shows the potential effects of master netting arrangements on the fair value of the Company’s derivative contracts at September 30, 2025 and December 31, 2024 (in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Assets from Derivative Contracts · · Liabilities from Derivative Contracts | ||||||||||||
| Offsetting of Derivative Assets and Liabilities | September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | ||||||||
| | | | | | | | | | | | | |
| Gross amounts recognized in the Unaudited Condensed Consolidated Balance Sheet | | $18,471 | | $11,021 | | $(6,615) | | $(19,284) | ||||
| Amounts not offset in the Unaudited Condensed Consolidated Balance Sheet | | | (5,153) | | | (11,021) | | | 5,153 | | | 11,021 |
| Net amount | | $13,318 | | $— | | $(1,462) | | $(8,263) | ||||
The Company enters into an International Swap Dealers Association Master Agreement (“ISDA”) with each counterparty prior to a derivative contract with such counterparty. The ISDA is a standard contract that governs all derivative contracts entered into between the Company and the respective counterparty. The ISDA allows for offsetting of amounts payable or receivable between the Company and the counterparty, at the election of both parties, for transactions that occur on the same date and in the same currency.
8. ASSET RETIREMENT OBLIGATIONS
The Company records an ARO on oil and natural gas properties when it can reasonably estimate the fair value of an obligation to perform site reclamation, dismantle facilities or plug and abandon costs. The Company records the ARO liability on the unaudited condensed consolidated balance sheets and capitalizes the cost in*“Oil and natural gas properties”* during the period in which the obligation is incurred. The Company records the accretion of its ARO liabilities in*“Depletion, depreciation and accretion”* expense in the unaudited condensed consolidated statements of operations. The additional capitalized costs are depreciated on a unit-of-production basis.
The Company recorded the following activity related to its ARO liability (in thousands):
| | | | |
|---|---|---|---|
| Liability for asset retirement obligations at December 31, 2024 | | $19,156 | |
| Accretion expense | | | 838 |
| Liabilities incurred | | | 118 |
| Revisions to estimate | | | 480 |
| Liability for asset retirement obligations at September 30, 2025 | | $20,592 |
9. COMMITMENTS AND CONTINGENCIES
Commitments
In May 2022, the Company entered into a joint venture agreement with Caracara Services, LLC (“Caracara”) to develop a strategic acid gas treatment and carbon sequestration facility and entered into a gas treating agreement with Wink Amine Treater, LLC (“WAT”). The Company has a minimum volume commitment of 20,000 Mcf per day under the gas treating agreement, with certain rollover rights and start-up flexibility, for an initial term offive years from the in-service date of the facility. Under the gas treating agreement, the Company is to pay a treating rate that begins at $1.44/Mcf and varies based on volumes delivered to the facility. On August 11, 2025, the Company received notice from WAT that it ceased taking deliveries of gas and ceased operations effective immediately. At September 30, 2025 and as of the date of this filing, the facility remains out of service. The cessation of operations has resulted in increased processing costs and decreased production and revenue. Management continues to actively work to identify and execute
on plans for alternative gas processing. For additional information on this joint venture, see Note 12, “Additional Financial Statement Information”.
The Company has entered into various long-term gathering, transportation and sales contracts with respect to its oil and natural gas production from the Delaware Basin in West Texas. At September 30, 2025, the Company had in place multiple long-term crude oil and natural gas contracts in this area and the sales prices under these contracts are based on posted market rates. Under the terms of these contracts, the Company has committed a substantial portion of its production from this area for periods ranging fromone totwenty years from the date of first production.
Contingencies
The Company may be a plaintiff or defendant in a pending or threatened legal proceeding arising in the normal course of its business. While the outcome and impact of currently pending legal proceedings cannot be determined, the Company’s management and legal counsel believe that the resolution of these proceedings through settlement or adverse judgment will not have a material effect on the Company’s unaudited condensed consolidated operating results, financial position or cash flows.
Surface owners of properties in Louisiana, where the Company formerly operated, often file lawsuits or assert claims against oil and natural gas companies claiming that operators and working interest owners are liable for environmental damages arising from operations conducted on the leased properties. These damages are frequently measured by the cost to restore the leased properties to their original condition. Currently and in the past, the Company has been party to such matters in Louisiana. With regard to pending matters, the overall exposure is not currently determinable. The Company intends to vigorously oppose these claims.
10. REDEEMABLE CONVERTIBLE PREFERRED STOCK
The table below summarizes the Company’s Redeemable Convertible Preferred Stock issuances at September 30, 2025:
| · · · · · · · · · · · · · · · · · · · | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred Stock (1) · · Issuance Date · · Shares · · Conversion Price · · Net Equity Recorded (2)(in thousands) · · Cumulative Non-cash Deemed Dividends (2)(in thousands) · · Total Net Equity & Cumulative Deemed Dividends(in thousands) · · Initial Deemed Dividend Date · | ||||||||||||||||||
| Series A | | March 28, 2023 | | 25,000 | | $9.03 | | $23,541 | | $20,950 | | $44,491 | | March 31, 2023 | | |||
| Series A-1 | | September 6, 2023 | | 38,000 | | $7.63 | | | 36,941 | | | 26,149 | | | 63,090 | | September 30, 2023 | |
| Series A-2 | | December 15, 2023 | | 35,000 | | $6.21 | | | 34,006 | | | 16,091 | | | 50,097 | | December 31, 2023 | |
| Series A-3 | | March 27, 2024 | | 20,000 | | $6.83 | | | 19,397 | | | 7,987 | | | 27,384 | | March 31, 2024 | |
| Series A-4 | | May 13, 2024 | | 20,000 | | $6.42 | | | 19,385 | | | 7,457 | | | 26,842 | | June 30, 2024 | |
| | | | | 138,000 | | | | | $133,270 | | $78,634 | | $211,904 | | | | ||
| (1) | At the option of the Company, Series A through A-4 receive either annual dividends paid in cash at a fixed rate of 14.5% or accrued annually at a fixed PIK rate of 16.0%. |
| (2) | The preferred stock is originally recorded net of original issue discount and accrued offering costs as mezzanine equity (temporary equity) and subsequently a non-cash deemed dividend is recorded to increase the carrying value of the preferred stock to its redemption amount. |
For accounting purposes, upon issuance of the preferred stock (collectively, the “Redeemable Convertible Preferred Stock”), the Company recorded the net proceeds as mezzanine equity (temporary equity) on the unaudited condensed consolidated balance sheets because it is not mandatorily redeemable but does contain a redemption feature at the option of the preferred holders that is considered not solely within the Company’s control.
For the three and nine months ended September 30, 2025, the Company paid-in-kind dividends on the preferred stock of $14.3 million and $34.4 million, respectively. For the three and nine months ended September 30, 2024, the Company paid-in-kind dividends on the preferred stock of $9.3 million and $22.3 million, respectively. At September 30, 2025, the carrying value of the preferred stock, inclusive of PIK dividends, is approximately $211.9 million.
*Voting Rights.*Holders of shares of the Redeemable Convertible Preferred Stock haveno voting rights with respect to the shares of Redeemable Convertible Preferred stock.
Dividends. Holders of Redeemable Convertible Preferred Stock are entitled to receive cumulative dividends at a fixed rate of 14.5% per annum on the Liquidation Preference ($1,000 per share, or $138.0 million, increased for any PIK accruals), compounding and accruing quarterly in arrears. Dividends may be paid in cash or, if not declared and paid in cash, the amount of any such dividend shall automatically accrue at a fixed rate of 16.0% per annum on the Liquidation Preference and be added to the Liquidation Preference (a “PIK Accrual”). Currently, the Company’s 2024 Amended Term Loan Agreement prohibits the payment of cash dividends. Additionally, while the Company has not declared or paid dividends on its common stock since its inception, holders of preferred stock will be entitled to participate in any dividends or permitted distributions to holders of common stock on an as-converted basis should they occur.
Conversion Features. In addition to the conversion rights noted in “Redemption Features (Change of Control)” below, Holders of Redeemable Convertible Preferred Stock may convert their shares into common stock at a conversion ratio (the “Conversion Ratio”) equal to the then applicable Liquidation Preference at the time of conversion divided by the then applicable Conversion Price (initially equal to an 18% premium to the volume weighted average price of common stock for the 20 trading days immediately preceding the closing date). Additionally, the Company has the right, at its option, to convert outstanding shares of Redeemable Convertible Preferred Stock into common stock at the Conversion Ratio should the Company meet certain calculated valuation metrics which when divided by the number of outstanding shares of common stock equals or exceeds 130% of the Conversion Price.
*Redemption Features (Issuer).*The Company has the option to redeem the Redeemable Convertible Preferred Stock in cash for an amount per share of Preferred Stock equal to (the “Redemption Price”):
| ● | at any time after the first anniversary of the closing date but on or prior to the second anniversary of the closing date, 108% of the Liquidation Preference at such time; and |
| ● | at any time after the second anniversary of the closing date, 120% of the Liquidation Preference at such time. |
Redemption Features (Change of Control). In the event of a change of control, holders have the right to receive:
| ● | at any time after the one hundred fiftieth (150th) day following the issuance date, the Company shall offer each Holder a cash payment equal to the Redemption Price. Holders shall also have the ability to elect conversion into common stock at the Conversion Ratio. Until (i) a termination of or certain amendments to the Amended Term Loan Agreement or (ii) one year past the maturity date of the Amended Term Loan Agreement, an election of the cash payment option by holders in a change of control scenario is not permitted. |
11. EARNINGS PER SHARE
The following represents the calculation of earnings (loss) per share (in thousands, except per share amounts):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended · · Nine Months Ended | ||||||||||||
| · · September 30, · · September 30, | ||||||||||||
| · 2025 · · 2024 · · 2025 · · 2024 | ||||||||||||
| Basic: | | | | | | | | | | | | |
| Net (loss) income | | $(735) | | $21,628 | | $10,084 | | $(9,680) | ||||
| Less: Preferred stock dividend | | | (14,279) | | | (9,321) | | | (34,369) | | | (23,539) |
| Less: Undistributed earnings allocable to preferred stockholders | | | — | | | (6,732) | | | — | | | — |
| Net (loss) income available to common stockholders | | $(15,014) | | $5,575 | | $(24,285) | | $(33,219) | ||||
| Weighted average basic number of common shares outstanding basic | | | 16,457 | | | 16,457 | | | 16,457 | | | 16,457 |
| Basic net (loss) income per share of common stock | | $(0.91) | | $0.34 | | $(1.48) | | $(2.02) | ||||
| | | | | | | | | | | | | |
| Diluted: | | | | | | | | | | | | |
| Net (loss) income available to common stockholders basic | | $(15,014) | | $5,575 | | $(24,285) | | $(33,219) | ||||
| Reallocation of undistributed earnings | | | — | | | 12 | | | — | | | — |
| Net (loss) income available to common stockholders diluted | | $(15,014) | | $5,587 | | $(24,285) | | $(33,219) | ||||
| | | | | | | | | | | | | |
| Weighted average basic number of common shares outstanding basic | | | 16,457 | | | 16,457 | | | 16,457 | | | 16,457 |
| Common stock equivalent shares representing shares issuable upon: | | | | | | | | | | | | |
| Exercise of stock options | | | Anti-dilutive | | | Anti-dilutive | | | Anti-dilutive | | | Anti-dilutive |
| Vesting of restricted stock units | | | Anti-dilutive | | | 66 | | | Anti-dilutive | | | Anti-dilutive |
| Weighted average diluted number of common shares outstanding diluted | | | 16,457 | | | 16,523 | | | 16,457 | | | 16,457 |
| Diluted net (loss) income per share of common stock | | $(0.91) | | $0.34 | | $(1.48) | | $(2.02) | ||||
The Company computes earnings per share in accordance with ASC Topic 260,Earnings per Share (“ASC 260”), which requires earnings per share for each class of stock (common stock and participating preferred stock) to be calculated using the two-class method which allocates earnings for the reporting period between common shareholders and other security holders based on their respective participation rights in undistributed earnings. Diluted earnings per share was calculated using the two-class method, as this computation was more dilutive than the calculation using the if-converted method. For additional information on the Company’s preferred stock, which is considered a participating security, see Note 10,“Redeemable Convertible Preferred Stock”.
For the three and nine months ended September 30, 2025, common stock equivalents, including options and restricted stock units (“RSUs”), totaling 0.1 million were anti-dilutive and not included in the computation of diluted earnings per share of common stock. For the three and nine months ended September 30, 2024, common stock equivalents, including options and RSUs, totaling 0.1 million and 0.3 million, respectively, were anti-dilutive and not included in the computation of diluted earnings per share of common stock.
12. ADDITIONAL FINANCIAL STATEMENT INFORMATION
Certain balance sheet amounts are comprised of the following (in thousands):
| | | | | | | |
|---|---|---|---|---|---|---|
| | September 30, 2025 | December 31, 2024 | ||||
| Accounts receivable, net: | | | | | | |
| Oil, natural gas and natural gas liquids revenues | | $14,439 | | $23,516 | ||
| Joint interest accounts | | | 3,155 | | | 2,140 |
| Other | | | 354 | | | 642 |
| | | $17,948 | | $26,298 | ||
| Prepaids and other: | | | | | | |
| Prepaids | | $482 | | $572 | ||
| Funds in escrow | | | 170 | | | 349 |
| Other | | | 46 | | | 61 |
| | | $698 | | $982 | ||
| Other assets (Non-current): | | | | | | |
| Investment in unconsolidated affiliate | | $1,235 | | $940 | ||
| Funds in escrow | | | 594 | | | 578 |
| Other | | | 2,260 | | | 760 |
| | | $4,089 | | $2,278 | ||
| Accounts payable and accrued liabilities: | | | | | | |
| Trade payables | | $23,985 | | $15,663 | ||
| Accrued oil and natural gas capital costs | | | 6,256 | | | 7,800 |
| Revenues and royalties payable | | | 21,514 | | | 19,816 |
| Accrued interest expense | | | 71 | | | 330 |
| Accrued employee compensation | | | 884 | | | 1,472 |
| Accrued lease operating expenses | | | 6,464 | | | 7,597 |
| Other | | | 3,863 | | | 4 |
| | | $63,037 | | $52,682 | ||
Investment in Unconsolidated Affiliate. In May 2022, the Company entered into a joint venture with Caracara to develop an acid gas treatment facility to remove hydrogen sulfide and carbon dioxide from its produced natural gas. Caracara provided the initial capital for the construction of the treatment facility. The Company contributed certain full cost pool assets to the related party joint venture in a non-cash exchange for a retained 5% equity interest in WAT (previously Brazos Amine Treater, LLC (“BAT”)), an unconsolidated subsidiary. For accounting purposes, since the Company does not control the key activities (e.g. operating and maintaining the facility) which most significantly impact economic performance, the Company is not the primary beneficiary of WAT. Accordingly, the Company accounts for its investment in WAT (a related party) using the equity method of accounting based on its ability to exercise significant influence, but not control, over the key activities of the joint venture. For more information related to this joint venture, see Note 9, “Commitments and Contingencies”.
Certain income statement amounts are comprised of the following (in thousands) for the periods presents:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months EndedSeptember 30, · · Nine Months EndedSeptember 30, | ||||||||||||
| | 2025 | | 2024 | | 2025 | 2024 | ||||||
| Interest expense and other | | | | | | | | | | | | |
| Interest expense | | $7,318 | | $6,873 | | $21,848 | | $22,874 | ||||
| Interest income | | | (503) | | | (509) | | | (1,846) | | | (1,844) |
| Mark-to-market of derivatives - change of control call option | | | — | | | 42 | | | — | | | (1,323) |
| Other | | | (74) | | | (84) | | | 8 | | | 102 |
| | | $6,741 | | $6,322 | | $20,010 | | $19,809 | ||||
13. SUBSEQUENT EVENTS
On November 12, 2025, the Company entered into the Second Amendment to the Second Amended and Restated Senior Secured Credit Agreement (the “Second Amendment”), effective November 12, 2025, which amended the Applicable Margin (as defined in the 2024 Amended Term Loan Agreement) to be the rate per annum set forth below under the caption “SOFR Loans Spread” or “ABR Loans Spread”, as the case may be, based on the Total Net Leverage Ratio; provided, that (a) until the Adjustment Date (the date of delivery of financial statements pursuant to the 2024 Amended Term Loan Agreement) following the Second Amendment effective date, the Applicable Margin shall be the applicable rate per annum set forth below in Category 1 and (b) the Applicable Margin shall be the applicable rate per annum set forth in Category 4 below at any time that an Event of Default (as defined in the 2024 Amended Term Loan Agreement) exists:
| | | |
|---|---|---|
| Total Net Leverage Ratio | SOFR Loans Spread | ABR Loans Spread |
| Category 1≤ 2.50 to 1.00 | 7.75% | 6.75% |
| Category 2> 2.50 to 1.00 ≤ 3.00 to 1.00 | 8.00% | 7.00% |
| Category 3> 3.00 to 1.00 ≤ 3.25 to 1.00 | 8.25% | 7.25% |
| Category 4 > 3.25 to 1.00 | 8.50% | 7.50% |
The Applicable Margin shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the Total Net Leverage Ratio in accordance with the table above.
The Second Amendment provides that the Borrower shall not permit the Total Net Leverage Ratio, as of the last day of each fiscal quarter (commencing with the fiscal quarter ending March 31, 2025), to be greater than the levels set forth in the following table for the applicable fiscal quarter:
| | |
|---|---|
| Fiscal Quarter | Total Net Leverage Ratio |
| Fiscal quarters ending March 31, 2025 through and including June 30, 2025 | 2.75 to 1.00 |
| Fiscal quarter ending September 30, 2025 | 2.50 to 1.00 |
| Fiscal quarter ending December 31, 2025 | 3.20 to 1.00 |
| Fiscal quarter ending March 31, 2026 | 3.25 to 1.00 |
| Fiscal quarter ending June 30, 2026 | 3.40 to 1.00 |
| Fiscal quarter ending September 30, 2026 | 3.50 to 1.00 |
| Fiscal quarter ending December 31, 2026 | 3.40 to 1.00 |
| Fiscal quarter ending March 31, 2027 | 3.25 to 1.00 |
| Fiscal quarter ending June 30, 2027 | 3.00 to 1.00 |
| Fiscal quarter ending September 30, 2027 and each fiscal quarter thereafter | 2.50 to 1.00 |
Additionally, the Second Amendment provides that the Borrower shall not permit the Asset Coverage Ratio, as of the last day of any fiscal quarter (commencing with the fiscal quarter ending March 31, 2025) to be less than the applicable level set forth in the following table for the applicable fiscal quarter:
| | |
|---|---|
| Fiscal Quarter | Asset Coverage Ratio |
| Fiscal quarters ending March 31, 2025 through and including December 31, 2026 | 1.85 to 1.00 |
| Each fiscal quarter thereafter | 2.00 to 1.00 |
The Company is currently evaluating the accounting implications of the Second Amendment and any resulting impacts will be reflected in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.