Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13252 McKESSON CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-3207296 (State or other juris ...

Exhibit 99.1 Talos Energy Announces Second Quarter 2025 Operational and Financial Results Houston, Texas, August 6, 2025 – Talos Energy Inc. ("Talos" or the "Company") (NYSE: TALO) today announced its operational and financial results for the three months ended June 30, 2025. Talos also provided third quarter 2025 guidance for production and updated its operational and financial guidance for the full year 2025. Second Quarter and Recent Key Highlights "We continued to deliver on our commitments this quarter ...

[PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents MediaAlpha, Inc.'s unaudited consolidated financial statements as of June 30, 2025, detailing balance sheets, operations, and cash flows, reflecting revenue growth but a net loss due to a legal settlement [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, the company had **$85.4 million** in cash and cash equivalents, an increase from **$43.3 million** at year-end 2024, while total assets decreased to **$249.4 million** from **$262.4 million** Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $85,381 | $43,266 | | Accounts receivable, net | $102,776 | $142,932 | | Total current assets | $192,474 | $189,909 | | Total assets | $249,418 | $262,447 | | **Liabilities & Stockholders' Deficit** | | | | Accounts payable | $75,838 | $105,563 | | Accrued expenses | $63,980 | $18,542 | | Total current liabilities | $148,687 | $132,954 | | Long-term debt, net | $149,154 | $153,596 | | Total liabilities | $306,375 | $308,679 | | Total stockholders' deficit | $(56,957) | $(46,232) | [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) For Q2 2025, revenue increased **41.1%** to **$251.6 million**, but the company reported a net loss of **$22.5 million** due to increased general and administrative expenses, including a legal reserve Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $251,622 | $178,274 | $515,931 | $304,923 | | (Loss) income from operations | $(20,042) | $6,493 | $(19,926) | $8,865 | | Net (loss) income | $(22,533) | $4,420 | $(24,867) | $2,929 | | Net (loss) income attributable to MediaAlpha, Inc. | $(18,742) | $3,620 | $(20,690) | $2,507 | | Basic Net (loss) income per share | $(0.33) | $0.07 | $(0.33) | $0.05 | | Diluted Net (loss) income per share | $(0.33) | $0.07 | $(0.37) | $0.04 | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash from operations significantly increased to **$49.4 million**, leading to a **$42.1 million** rise in cash and cash equivalents Consolidated Statements of Cash Flows Highlights (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $49,423 | $23,287 | | Net cash (used in) investing activities | $(232) | $(164) | | Net cash (used in) financing activities | $(7,076) | $(11,735) | | **Net increase in cash and cash equivalents** | **$42,115** | **$11,388** | | **Cash and cash equivalents, end of period** | **$85,381** | **$28,659** | [Notes to the Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail accounting policies, revenue disaggregation, and legal contingencies, highlighting a **$13.4 million** intangible asset write-off and a **$45.0 million** FTC settlement - The company has significant customer concentration, with two customers accounting for **50% of revenue** in Q2 2025 and **48%** for the first six months of 2025[36](index=36&type=chunk) - During the first six months of 2025, the company wrote off **$13.4 million** in intangible assets related to the Customer Helper Team, LLC acquisition, as no future economic benefits are expected from them[48](index=48&type=chunk)[49](index=49&type=chunk) - The company reached an agreement with the FTC to settle an investigation, agreeing to pay **$45.0 million** in monetary relief, with a reserve of **$45.0 million** recorded as of June 30, 2025[61](index=61&type=chunk)[62](index=62&type=chunk) Revenue by Vertical (Six Months Ended June 30, in thousands) | Vertical | 2025 | 2024 | | :--- | :--- | :--- | | Property & casualty insurance | $450,407 | $203,664 | | Health insurance | $52,011 | $82,053 | | Life insurance | $10,798 | $14,081 | | Other | $2,715 | $5,125 | | **Total** | **$515,931** | **$304,923** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2025 financial results, highlighting **41.1%** revenue growth driven by P&C insurance, offset by health declines, and a **$22.5 million** net loss due to an FTC settlement charge [Executive Summary](index=23&type=section&id=Executive%20Summary) Q2 2025 saw revenue grow **41.1%** to **$251.6 million** and Transaction Value increase **49.4%**, but a **$22.5 million** net loss was recorded due to an FTC reserve, while Adjusted EBITDA rose **30.7%** Q2 2025 Financial Highlights (in millions) | Metric | Q2 2025 | Q2 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $251.6 | $178.3 | $73.3 | 41.1% | | Transaction Value | $480.8 | $321.8 | $159.0 | 49.4% | | Contribution | $39.8 | $33.7 | $6.1 | 18.1% | | Net (Loss) Income | $(22.5) | $4.4 | $(26.9) | n/m | | Adjusted EBITDA | $24.5 | $18.7 | $5.8 | 30.7% | - The primary driver for revenue growth was a significant increase in customer acquisition spending by P&C carrier partners in response to their improving underwriting profitability[90](index=90&type=chunk) - The company and the FTC entered into a Consent Order to resolve all claims, with the company agreeing to pay **$45.0 million**, and a charge of **$33.0 million** was taken in the quarter to increase the related reserve[92](index=92&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Operating results for Q2 2025 show P&C revenue surged **69.0%** while Health insurance revenue fell **48.0%**, with general and administrative expenses rising **241.1%** due to **$34.0 million** in legal costs Revenue by Vertical (Three Months Ended June 30, in thousands) | Vertical | 2025 | 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Property & Casualty insurance | $227,162 | $134,422 | $92,740 | 69.0% | | Health insurance | $18,074 | $34,774 | $(16,700) | (48.0)% | | Life insurance | $5,225 | $6,518 | $(1,293) | (19.8)% | | **Total Revenue** | **$251,622** | **$178,274** | **$73,348** | **41.1%** | - General and administrative expenses for Q2 2025 increased by **$33.3 million** (**241.1%**) year-over-year, primarily due to a **$34.0 million** increase in legal costs, including a **$33.0 million** charge for the FTC Matter reserve[128](index=128&type=chunk) - For the six months ended June 30, 2025, the company wrote off **$13.4 million** of intangible assets from the Customer Helper Team, LLC acquisition as they were not expected to generate future cash inflows[145](index=145&type=chunk) [Key business and operating metrics](index=38&type=section&id=Key%20business%20and%20operating%20metrics) The company's non-GAAP metrics show Adjusted EBITDA at **$53.9 million** for the six months ended June 30, 2025, with Contribution at **$83.8 million** and total Transaction Value reaching **$953.9 million** Reconciliation of Net (Loss) Income to Adjusted EBITDA (in thousands) | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | | | **2025** | **2024** | **2025** | **2024** | | Net (loss) income | $(22,533) | $4,420 | $(24,867) | $2,929 | | Adjustments | $47,035 | $14,320 | $78,745 | $30,230 | | **Adjusted EBITDA** | **$24,502** | **$18,740** | **$53,878** | **$33,159** | Transaction Value by Vertical (Six Months Ended June 30, in thousands) | Vertical | 2025 | 2024 | | :--- | :--- | :--- | | Property & Casualty insurance | $842,198 | $390,070 | | Health insurance | $95,092 | $124,365 | | Life insurance | $13,775 | $18,123 | | **Total Transaction Value** | **$953,880** | **$540,916** | [Liquidity and capital resources](index=41&type=section&id=Liquidity%20and%20capital%20resources) As of June 30, 2025, the company had **$85.4 million** in cash and equivalents, extended debt maturities to July 2027, and plans to use cash on hand for the **$45.0 million** FTC settlement - As of June 30, 2025, the company had **$85.4 million** in cash and cash equivalents and **$45.0 million** available under its revolving credit facility[166](index=166&type=chunk) - In August 2025, the company extended the maturity date for the majority of its term loans (**$138.1 million**) and revolving credit facility (**$45.6 million**) by one year to July 29, 2027[166](index=166&type=chunk)[179](index=179&type=chunk) - The company will pay a **$45.0 million** settlement to the FTC, with **$33.5 million** due within seven days of court entry and **$11.5 million** within 90 days, planning to use cash on hand for these payments[169](index=169&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks, including interest rate fluctuations on its variable-rate credit facilities and significant customer and supplier concentration, with two customers accounting for **50% of Q2 2025 revenue** - The company is exposed to interest rate risk from its variable-rate 2021 Credit Facilities, where a hypothetical **1.0%** increase in interest rates would have resulted in a **$0.8 million** impact on interest expense for the six months ended June 30, 2025[189](index=189&type=chunk) Customer and Supplier Concentration (Q2 2025) | Concentration Type | Number > 10% | Aggregate Value (in millions) | % of Total | | :--- | :--- | :--- | :--- | | Revenue | 2 | $125 | 50% | | Purchases | 2 | $53 | 25% | [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of June 30, 2025, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[194](index=194&type=chunk) - No changes occurred in the company's internal control over financial reporting during Q2 2025 that have materially affected, or are reasonably likely to materially affect, these controls[195](index=195&type=chunk) [PART II. OTHER INFORMATION](index=47&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference details on legal matters, primarily the Federal Trade Commission (FTC) settlement, from Note 5 to the Consolidated Financial Statements - The report refers to Note 5 of the financial statements for details on legal proceedings, which covers the FTC matter settlement[198](index=198&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, emphasizing the company's high dependency on cyclical insurance industries and the financial and operational risks associated with the FTC settlement - The company's business is highly subject to cyclicality in the insurance industry, where 'hard' market conditions can lead to significant reductions in customer acquisition spending by insurance carriers, adversely impacting revenue[200](index=200&type=chunk) - The settlement with the FTC, while resolving the commission's claims, includes a **$45.0 million** payment and injunctive terms that will affect operations, particularly in the under-65 health insurance subvertical, where a reduction in Transaction Value and Contribution is expected for 2025[204](index=204&type=chunk)[205](index=205&type=chunk) - Even with the FTC settlement, the company faces risks of litigation from other government authorities or private claimants regarding business practices subject to the FTC investigation[206](index=206&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities but repurchased **102,348 shares** of Class A Common Stock at **$10.39 per share** to satisfy tax obligations related to RSU vesting - There were no unregistered sales of equity securities in the quarter[208](index=208&type=chunk) Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2025 | — | — | | May 2025 | 102,348 | $10.39 | | June 2025 | — | — | | **Total** | **102,348** | **$10.39** | [Item 3. Defaults Upon Senior Securities](index=49&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[210](index=210&type=chunk) [Item 4. Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[211](index=211&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) No director or officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during Q2 2025 - No director or officer adopted, modified, or terminated a Rule 10b5-1 trading plan during the three months ended June 30, 2025[212](index=212&type=chunk) [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including an employment agreement amendment, CEO/CFO certifications, and Inline XBRL data files - Exhibits filed include CEO/CFO certifications (31.1, 31.2, 32.1) and XBRL data files[213](index=213&type=chunk)

Declares Third Quarter 2025 Base Dividend of $0.36 Per Share with Supplemental Dividend Expected to be Announced in September MISSION WOODS, Kansas, August 06, 2025 — Palmer Square Capital BDC Inc. (NYSE: PSBD) ("PSBD" or the "Company"), an externally managed business development company, today announced its financial results for the second quarter ended June 30, 2025. Exhibit 99.1 Palmer Square Capital BDC Inc. Announces Second Quarter 2025 Financial Results Financial and Operating Highlights "Palmer Squar ...

PART I—FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for United Parcel Service, Inc. for the period ended June 30, 2025, including balance sheets, income statements, cash flows, and detailed notes [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased slightly to $70.92 billion by June 30, 2025, while total shareowners' equity decreased to $15.78 billion Consolidated Balance Sheet Highlights (in millions) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $18,850 | $19,310 | | **Property, Plant and Equipment, Net** | $37,711 | $37,179 | | **Goodwill** | $4,806 | $4,300 | | **Total Assets** | **$70,923** | **$70,070** | | **Total Current Liabilities** | $14,240 | $16,441 | | **Long-Term Debt and Finance Leases** | $23,820 | $19,446 | | **Total Liabilities** | $55,146 | $53,327 | | **Total Shareowners' Equity** | **$15,777** | **$16,743** | | **Total Liabilities and Shareowners' Equity** | **$70,923** | **$70,070** | [Statements of Consolidated Income](index=5&type=section&id=Statements%20of%20Consolidated%20Income) Q2 2025 revenue decreased to $21.22 billion, with net income declining to $1.28 billion, reflecting a similar trend for the six-month period Statements of Consolidated Income Highlights (in millions, except per share amounts) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $21,221 | $21,818 | $42,767 | $43,524 | | **Operating Profit** | $1,822 | $1,944 | $3,488 | $3,557 | | **Net Income** | $1,283 | $1,409 | $2,470 | $2,522 | | **Diluted EPS** | $1.51 | $1.65 | $2.91 | $2.94 | [Statements of Consolidated Cash Flows](index=6&type=section&id=Statements%20of%20Consolidated%20Cash%20Flows) Net cash from operating activities significantly decreased to $2.67 billion for the six months ended June 30, 2025, impacting the period's cash balance Consolidated Cash Flow Highlights - Six Months Ended June 30 (in millions) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | **Net cash from operating activities** | $2,666 | $5,309 | | **Net cash (used in) from investing activities** | $(2,278) | $653 | | **Net cash used in financing activities** | $(519) | $(2,767) | | **Net Increase in Cash** | $82 | $3,113 | | **Cash, End of period** | $6,194 | $6,319 | [Notes to Unaudited, Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%2C%20Consolidated%20Financial%20Statements) This section provides detailed disclosures on revenue recognition, debt, leases, employee benefits, goodwill, equity movements, and transformation costs [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, strategic initiatives, segment results, liquidity, and capital resources amidst a complex macroeconomic environment - The company is executing its **'Customer First, People Led and Innovation Driven' strategy**, focusing on healthcare, SMBs, and International markets[205](index=205&type=chunk) - A key strategic action is the planned volume reduction from its largest customer, expected to be **over 50% relative to 2024 by June 2026**, with the glide-down proceeding as planned[206](index=206&type=chunk) - The **'Network Reconfiguration and Efficiency Reimagined' programs** are expected to reduce the operational workforce by approximately **20,000 positions** and achieve **$3.5 billion in savings in 2025**[209](index=209&type=chunk)[210](index=210&type=chunk) Consolidated Results Highlights | Metric | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Revenue (in millions) | $21,221 | $21,818 | (2.7)% | | Operating Profit (in millions) | $1,822 | $1,944 | (6.3)% | | Diluted EPS | $1.51 | $1.65 | (8.5)% | | Avg. Daily Package Volume (thousands) | 19,741 | 20,933 | (5.7)% | [Results of Operations - Segment Review](index=54&type=section&id=Results%20of%20Operations%20-%20Segment%20Review) Segment performance shows U.S. Domestic Package revenue decline, International Package revenue growth with margin pressure, and Supply Chain Solutions revenue decrease Segment Operating Profit (in millions) | Segment | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | **U.S. Domestic Package** | $916 | $988 | $1,895 | $1,821 | | **International Package** | $672 | $718 | $1,313 | $1,374 | | **Supply Chain Solutions** | $234 | $238 | $280 | $362 | [Liquidity and Capital Resources](index=70&type=section&id=Liquidity%20and%20Capital%20Resources) UPS held $6.3 billion in cash as of June 30, 2025, with net cash from operations decreasing due to higher pension contributions and working capital changes - Net cash from operating activities decreased by **$2.6 billion** in the first half of 2025, driven by higher pension contributions and unfavorable changes in working capital[309](index=309&type=chunk)[310](index=310&type=chunk) - Capital expenditures for the first half of 2025 were **$2.0 billion**, with the full-year forecast at approximately **$3.5 billion**[311](index=311&type=chunk)[315](index=315&type=chunk) - During the first six months of 2025, the company repurchased **8.6 million shares for $1.0 billion** and paid dividends of **$2.7 billion**[317](index=317&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=77&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market risks from commodity prices, foreign currency, and interest rates, with no material changes to its hedging strategies since year-end 2024 - Market risks, hedging strategies, and financial instrument positions as of June 30, 2025, have not materially changed from the 2024 year-end report[338](index=338&type=chunk) Net Fair Value of Derivative Financial Instruments (in millions) | Derivative Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Currency Derivatives | $(276) | $283 | [Item 4. Controls and Procedures](index=78&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of June 30, 2025, following the deployment of a new enterprise-wide general ledger system - Management concluded that disclosure controls and procedures were **effective** as of the end of the reporting period[343](index=343&type=chunk) - In April 2025, the company implemented a new enterprise-wide general ledger system, leading to changes in its internal control over financial reporting[344](index=344&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=79&type=section&id=Item%201.%20Legal%20Proceedings) Material legal proceedings, including wage-and-hour lawsuits and a Spanish investigation, are not expected to materially impact the company's financial condition - The company is involved in various judicial proceedings, including wage-and-hour lawsuits and an investigation in Spain, but does not believe any will have a material impact on its financial condition, results of operations, or liquidity[123](index=123&type=chunk)[125](index=125&type=chunk)[128](index=128&type=chunk) [Item 1A. Risk Factors](index=79&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the 2024 Annual Report on Form 10-K - There have been no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[349](index=349&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=80&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 8.6 million shares for $1.0 billion in Q1 2025, with $1.3 billion remaining under the share repurchase authorization - In Q1 2025, the company repurchased **8.6 million shares for $1.0 billion**. No repurchases were made in Q2 2025[350](index=350&type=chunk) - As of June 30, 2025, **$1.3 billion** remains available under the current share repurchase authorization[350](index=350&type=chunk)

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements and accompanying notes for the interim periods [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show the company's financial position at June 30, 2025, and December 31, 2024 **Financial Position Summary** | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Total assets | $3,895,542 | $3,829,371 | | Total liabilities | $2,747,127 | $2,638,069 | | Total stockholders' equity | $1,148,415 | $1,191,302 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations summarize revenues, expenses, and net income for the interim periods **Operations Summary** | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :--------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Revenues | $1,893,438 | $2,017,468 | $3,638,474 | $3,998,303 | | Operating income | $96,760 | $48,641 | $80,984 | $58,156 | | Net income | $59,460 | $18,638 | $29,060 | $14,887 | | Basic income per share | $1.18 | $0.33 | $0.56 | $0.26 | | Diluted income per share | $1.17 | $0.32 | $0.55 | $0.25 | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) This statement details comprehensive income, including net income and other comprehensive income items **Comprehensive Income Summary** | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :-------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net income | $59,460 | $18,638 | $29,060 | $14,887 | | Other comprehensive loss, net of tax | $(77) | $(55) | $(153) | $(109) | | Comprehensive income | $59,383 | $18,583 | $28,907 | $14,778 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The statements of cash flows present cash generated from or used in operating, investing, and financing activities **Cash Flow Summary** | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $132,179 | $20,755 | | Net cash used in investing activities | $(86,788) | $(57,987) | | Net cash used in financing activities | $(68,114) | $(62,213) | | Net decrease in cash, cash equivalents, and restricted cash | $(22,723) | $(99,445) | | Cash, cash equivalents, and restricted cash at end of period | $169,544 | $180,001 | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This statement outlines changes in each component of stockholders' equity for the reported periods **Stockholders' Equity Summary** | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Common Stock (shares) | 50,759 | 55,265 | | Common Stock (amount) | $507 | $552 | | Additional Paid-In Capital | $892,152 | $884,548 | | Accumulated Earnings | $245,553 | $295,846 | | Accumulated Other Comprehensive Income | $10,203 | $10,356 | | Total Stockholders' Equity | $1,148,415 | $1,191,302 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed explanations and disclosures for the condensed consolidated financial statements [Note 1—Overview](index=9&type=section&id=Note%201%E2%80%94Overview) The company operates in Refining, Retail, and Logistics and reports a recent operational incident - Par Pacific Holdings, Inc. operates in three primary business segments: **Refining, Retail, and Logistics**, serving the western United States with renewable and conventional fuels[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) - The Wyoming refinery experienced an operational incident on February 12, 2025, and **resumed full crude operations in late April 2025**[21](index=21&type=chunk) [Note 2—Summary of Significant Accounting Policies](index=9&type=section&id=Note%202%E2%80%94Summary%20of%20Significant%20Accounting%20Policies) This note outlines the principles of consolidation, basis of presentation, and use of estimates - The company's condensed consolidated financial statements are prepared in accordance with **GAAP for interim financial information**, with all intercompany balances and transactions eliminated[23](index=23&type=chunk)[24](index=24&type=chunk) - ASU 2023-09, 'Improvements to Income Tax Disclosure,' effective for annual periods beginning after December 15, 2024, will require **expanded tax disclosures** in the full year financial statements for 2025[32](index=32&type=chunk) [Note 3—Refining and Logistics Equity Investments](index=10&type=section&id=Note%203%E2%80%94Refining%20and%20Logistics%20Equity%20Investments) The company details its equity method investments in YELP and YPLC, noting increased earnings **Change in Equity Investment in YELP (in thousands)** | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------- | :----------------------------- | :----------------------------- | | Beginning balance | $57,167 | $5 | | Equity earnings from YELP | $11,479 | $ | | Ending balance | $67,950 | $6 | **Change in Equity Investment in YPLC (in thousands)** | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------- | :----------------------------- | :----------------------------- | | Beginning balance | $29,144 | $2 | | Equity earnings from YPLC | $3,960 | $ | | Dividends received | $(5,840) | $( | | Ending balance | $27,340 | $2 | [Note 4—Investment in Laramie Energy](index=11&type=section&id=Note%204%E2%80%94Investment%20in%20Laramie%20Energy) The company holds a 46% equity investment in Laramie Energy, accounted for under the equity method - As of June 30, 2025, the company owned a **46.0% equity investment** in Laramie Energy, LLC, focused on natural gas development[38](index=38&type=chunk) - The equity in Laramie Energy's net assets exceeded the carrying value of the investment by approximately **$61.4 million** as of June 30, 2025, primarily due to prior impairments[40](index=40&type=chunk) **Change in Equity Investment in Laramie Energy (in thousands)** | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Beginning balance | $12,498 | $14,279 | | Equity earnings (losses) from Laramie Energy | $(646) | $(26) | | Accretion of basis difference | $3,228 | $3,229 | | Dividends received | — | $(1,485) | | Ending balance | $15,080 | $15,997 | [Note 5—Revenue Recognition](index=12&type=section&id=Note%205%E2%80%94Revenue%20Recognition) This note details disaggregated revenue by major product line and segment for the interim periods **Total Segment Revenues (in thousands)** | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Refining | $1,826,509 | $1,957,273 | $3,512,638 | $3,883,889 | | Logistics | $73,005 | $72,475 | $144,420 | $144,317 | | Retail | $146,685 | $152,842 | $283,117 | $292,976 | [Note 6—Inventories](index=13&type=section&id=Note%206%E2%80%94Inventories) The company's inventories consist of crude oil, refined products, and environmental credits - Inventories include **$171.2 million** (June 30, 2025) and **$195.0 million** (December 31, 2024) of RINs and environmental credits[50](index=50&type=chunk) - As of June 30, 2025, there was **no reserve for the lower of cost or net realizable value** of inventory, compared to $2.3 million as of December 31, 2024[51](index=51&type=chunk) **Inventories (in thousands)** | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :-------------- | :---------------- | | Crude oil and feedstocks | $286,607 | $302,980 | | Refined products and blendstock | $490,853 | $504,456 | | Warehouse stock and other | $264,019 | $281,882 | | Total | $1,041,479 | $1,089,318 | [Note 7—Prepaid and Other Current Assets](index=14&type=section&id=Note%207%E2%80%94Prepaid%20and%20Other%20Current%20Assets) This note details the components of prepaid and other current assets, including derivative assets **Prepaid and Other Current Assets (in thousands)** | Category | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :-------------- | :---------------- | | Collateral posted with broker for derivative instruments | $9,553 | $38,618 | | Derivative assets | $42,558 | $12,855 | | Prepaid environmental credits | $45,053 | — | | Total | $122,515 | $92,527 | [Note 8—Inventory Financing Agreements](index=14&type=section&id=Note%208%E2%80%94Inventory%20Financing%20Agreements) The company utilizes inventory financing agreements to support its Hawaii refining operations - The company entered into an Inventory Intermediation Agreement with Citi on May 31, 2024, to finance crude oil for its Hawaii refinery, with **$161.0 million outstanding** as of June 30, 2025[55](index=55&type=chunk) - A new Product Financing Agreement with Citi was established on June 27, 2025, to finance RINs, with **$25.1 million in obligations** as of June 30, 2025[56](index=56&type=chunk) **Inventory Intermediation Fees and Interest Expense (in thousands)** | Agreement | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Inventory Intermediation Agreement fees | $10,877 | $6,036 | $16,477 | $6,036 | | Inventory Intermediation Agreement interest | $332 | $105 | $664 | $105 | | Supply and Offtake Agreement fees | — | $11,880 | — | $30,918 | | Supply and Offtake Agreement interest | — | $1,088 | — | $2,872 | [Note 9—Other Accrued Liabilities](index=16&type=section&id=Note%209%E2%80%94Other%20Accrued%20Liabilities) Other accrued liabilities include payroll, environmental credit obligations, and derivative liabilities **Other Accrued Liabilities (in thousands)** | Category | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :-------------- | :---------------- | | Accrued payroll and other employee benefits | $29,259 | $34,130 | | Environmental credit obligations | $301,217 | $231,982 | | Derivative liabilities | $70,212 | $19,548 | | Deferred revenue | $4,109 | $16,247 | | Total | $435,194 | $344,188 | [Note 10—Debt](index=16&type=section&id=Note%2010%E2%80%94Debt) The company's outstanding debt primarily consists of an ABL Credit Facility and a Term Loan - The ABL Credit Facility was increased to **$1.4 billion** in March 2024, with $485 million outstanding and **$477.8 million availability** as of June 30, 2025[68](index=68&type=chunk) - The Term Loan Credit Agreement was increased to **$650.0 million** in November 2024 and matures on February 28, 2030[72](index=72&type=chunk)[73](index=73&type=chunk) **Outstanding Debt (in thousands)** | Debt Instrument | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :-------------- | :---------------- | | ABL Credit Facility due 2028 | $485,000 | $483,000 | | Term Loan Credit Agreement due 2030 | $636,875 | $640,125 | | Other long-term debt | $3,778 | $4,108 | | Total debt, net of unamortized discount and deferred financing costs | $1,112,473 | $1,112,967 | | Long-term debt, net of current maturities | $1,107,743 | $1,108,082 | [Note 11—Derivatives](index=17&type=section&id=Note%2011%E2%80%94Derivatives) The company uses commodity and interest rate derivatives to manage market risks - The company entered into five additional interest rate collar transactions during Q2 2025, effective from May 2026 to May 2029, with a total notional amount of **$250.0 million**, to reduce variable interest rate risk[80](index=80&type=chunk) **Open Commodity Derivative Contracts (in thousands of barrels) as of June 30, 2025** | Contract Type | Purchases | Sales | Net | | :------------ | :-------- | :------ | :---- | | Futures | 2,170 | (2,595) | (425) | | Swaps | 105,583 | (133,973) | (28,390) | | Total | 107,753 | (136,568) | (28,815) | **Fair Value of Derivatives (in thousands)** | Balance Sheet Location | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :-------------- | :---------------- | | Commodity derivatives (asset) | $40,564 | $10,591 | | Commodity derivatives (liability) | $(3,361) | $(13,456) | | Citi repurchase obligation derivative | $(3,678) | $(1,588) | | Interest rate derivatives | $(758) | $(24) | [Note 12—Fair Value Measurements](index=18&type=section&id=Note%2012%E2%80%94Fair%20Value%20Measurements) This note describes how financial assets and liabilities are measured and categorized at fair value - Financial assets and liabilities are classified into **Level 1** (quoted prices in active markets), **Level 2** (observable inputs), and **Level 3** (significant unobservable inputs)[86](index=86&type=chunk) - The valuation of the embedded derivative related to the Citi repurchase obligation is classified as a **Level 3 instrument** due to unobservable contractual price differentials[86](index=86&type=chunk) **Fair Value Amounts by Hierarchy Level (in thousands) as of June 30, 2025** | Category | Level 1 | Level 2 | Level 3 | Gross Fair Value | Net Carrying Value | | :-------------------------- | :------ | :------ | :------ | :--------------- | :----------------- | | Commodity derivatives (assets) | $10,746 | $391,564 | — | $402,310 | $38,950 | | Commodity derivatives (liabilities) | $(12,563) | $(354,158) | — | $(366,721) | $(3,361) | | Citi repurchase obligation derivative | — | — | $(3,678) | $(3,678) | $(3,678) | | Interest rate derivatives | — | $(758) | — | $(758) | $(758) | | Gross environmental credit obligations | — | $(85,381) | — | $(85,381) | $(85,381) | [Note 13—Leases](index=21&type=section&id=Note%2013%E2%80%94Leases) The company has finance and operating lease liabilities for various assets, including land and facilities **Lease Information (in thousands) as of June 30, 2025** | Metric | Finance Leases | Operating Leases | | :------------------------------------ | :------------- | :--------------- | | ROU assets, net | $15,273 | $435,227 | | Total lease liabilities | $13,225 | $453,235 | | Weighted-average remaining lease term (years) | 10.17 | 6.74 | | Weighted-average discount rate | 7.03% | 7.72% | **Net Lease Cost (in thousands)** | Period | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Three Months Ended June 30, | $37,622 | $30,864 | | Six Months Ended June 30, | $75,411 | $61,489 | **Estimated Future Undiscounted Cash Flows for Leases (in thousands) as of June 30, 2025** | Year | Finance Leases | Operating Leases | Total | | :----------------------- | :------------- | :--------------- | :---- | | 2025 (July 1 - Dec 31) | $1,499 | $60,698 | $62,197 | | 2026 | $2,772 | $126,030 | $128,802 | | Thereafter | $7,872 | $112,633 | $120,505 | | Total lease payments | $18,532 | $556,953 | $575,485 | [Note 14—Commitments and Contingencies](index=23&type=section&id=Note%2014%E2%80%94Commitments%20and%20Contingencies) The company is involved in various legal, tax, and environmental matters that could result in material costs - The company is appealing a **$1.4 million tax assessment** from the Washington Department of Revenue and is being audited for prior state tax exemptions in Hawaii's foreign trade zone[107](index=107&type=chunk) - The Hawaii refinery is subject to a Consent Decree with the EPA, with alleged air emission violations that could lead to **material financial penalties** or capital expenditures[112](index=112&type=chunk) - The Wyoming refinery has accrued **$12.7 million for environmental remediation** efforts and faces potential penalties exceeding $300,000 for wastewater discharge exceedances[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - The company incurs costs for emission allowances and compliance credits to meet obligations under **Washington state and federal regulations**[116](index=116&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) [Note 15—Stockholders' Equity](index=25&type=section&id=Note%2015%E2%80%94Stockholders'%20Equity) The Board authorized a new $250 million share repurchase program in February 2025 - A new share repurchase program for up to **$250 million** of common stock was authorized on February 21, 2025, replacing the prior program[122](index=122&type=chunk) - As of June 30, 2025, **$181.3 million of authorization remained** under the current share repurchase program[122](index=122&type=chunk) **Share Repurchases (in millions)** | Period | Shares Repurchased | Value | | :-------------------------- | :----------------- | :------ | | Three Months Ended June 30, 2025 | 1.6 | $28.2 | | Six Months Ended June 30, 2025 | 5.2 | $79.4 | | Three Months Ended June 30, 2024 | 2.2 | $67.1 | | Six Months Ended June 30, 2024 | 3.1 | $99.5 | **Compensation Costs (in thousands)** | Award Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Restricted Stock Awards | $3,170 | $2,105 | $5,668 | $6,301 | | Restricted Stock Units | $721 | $497 | $1,399 | $3,218 | | Stock Option Awards | $358 | $279 | $728 | $9,772 | [Note 16—Income (Loss) per Share](index=26&type=section&id=Note%2016%E2%80%94Income%20(Loss)%20per%20Share) This note provides the computation of basic and diluted income per share for the interim periods **Income Per Share (in thousands, except per share amounts)** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Net income | $59,460 | $18,638 | $29,060 | $14,887 | | Basic income per common share | $1.18 | $0.33 | $0.56 | $0.26 | | Diluted income per common share | $1.17 | $0.32 | $0.55 | $0.25 | | Basic weighted-average common stock shares outstanding | 50,373 | 57,239 | 52,052 | 57,936 | | Diluted weighted-average common stock shares outstanding | 50,836 | 58,045 | 52,390 | 58,402 | [Note 17—Income Taxes](index=26&type=section&id=Note%2017%E2%80%94Income%20Taxes) The income tax provision is determined using an estimated annual effective tax rate, adjusted for discrete items - The effective tax rate for the interim periods differed from statutory rates due to **state income tax apportionment**, equity compensation, and equity method investments[129](index=129&type=chunk)[130](index=130&type=chunk) - The company expects to incur state tax liabilities as **NOL carryforwards may not offset taxable income** apportioned to all states[131](index=131&type=chunk) - The company is evaluating the impact of the newly enacted One Big Beautiful Bill Act (OBBBA) but does **not expect it to materially impact** the effective tax rate or cash flows in the current fiscal year[132](index=132&type=chunk) [Note 18—Segment Information](index=26&type=section&id=Note%2018%E2%80%94Segment%20Information) The company reports financial results for four segments: Refining, Retail, Logistics, and Corporate **Operating Income (Loss) by Segment (in thousands) for Three Months Ended June 30** | Segment | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Refining | $81,320 | $41,206 | | Logistics | $23,741 | $18,041 | | Retail | $20,793 | $16,053 | | Corporate, Eliminations and Other | $(29,094) | $(26,659) | | Total Operating Income | $96,760 | $48,641 | **Operating Income (Loss) by Segment (in thousands) for Six Months Ended June 30** | Segment | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Refining | $56,599 | $63,806 | | Logistics | $45,630 | $38,415 | | Retail | $36,754 | $27,049 | | Corporate, Eliminations and Other | $(57,999) | $(71,114) | | Total Operating Income | $80,984 | $58,156 | [Note 19—Subsequent Events](index=31&type=section&id=Note%2019%E2%80%94Subsequent%20Events) The company entered into a joint venture agreement for a renewable fuels manufacturing facility - On July 21, 2025, the company entered into an Equity Contribution Agreement to form a **joint venture with Alohi Renewable Energy, LLC** for a renewable fuels manufacturing facility in Hawaii[146](index=146&type=chunk) - Alohi will own a **36.5% equity interest** in the joint venture, with the company owning the remainder[146](index=146&type=chunk) - The company will contribute certain assets and up to $21 million in cash, while Alohi will contribute $100 million in cash, with the facility expected to be **operational by the end of 2025**[146](index=146&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management provides its perspective on financial results, segment performance, liquidity, and capital resources [Overview](index=32&type=section&id=Overview) Par Pacific Holdings, Inc. is a growing energy company providing fuels to the western United States - Par Pacific Holdings, Inc. is an energy company supplying **renewable and conventional fuels** to the western U.S[148](index=148&type=chunk) [Recent Events Affecting Comparability of Periods](index=32&type=section&id=Recent%20Events%20Affecting%20Comparability%20of%20Periods) Recent events impacting financial comparability include a refinery incident and a new joint venture [Operational Update](index=32&type=section&id=Operational%20Update) The Wyoming refinery experienced an operational incident leading to a 66-day idle period for repairs - The Wyoming refinery was **idled for 66 days** from February 12, 2025, to late April 2025, due to an operational incident, affecting comparability of financial results[149](index=149&type=chunk) [Renewable Fuels Facility Joint Venture](index=32&type=section&id=Renewable%20Fuels%20Facility%20Joint%20Venture) A joint venture was formed to develop a renewable fuels manufacturing facility in Hawaii - A joint venture with Alohi Renewable Energy, LLC was established on July 21, 2025, for a renewable fuels manufacturing facility at the Hawaii refinery, expected to be **operational by year-end 2025**[150](index=150&type=chunk) - Alohi will hold a **36.5% equity interest**, and Par Pacific Holdings, Inc. will operate and manage the facility[150](index=150&type=chunk) [Economic Update](index=32&type=section&id=Economic%20Update) Crude oil and gasoline prices decreased in the first half of 2025 compared to 2024 - OPEC agreed to **gradually increase oil production** starting April 2025, reversing 2.2 million barrels per day cuts over 18 months[151](index=151&type=chunk) - **Geopolitical tensions** in the Middle East and Red Sea continue to exert upward pressure on prices and increase freight and operating costs[152](index=152&type=chunk) **Average Crude Oil and Gasoline Prices** | Metric | First Half 2025 | First Half 2024 | | :-------------------------- | :-------------- | :-------------- | | Brent crude oil (per barrel) | $70.82 | $83.39 | | U.S. retail gasoline (per gallon) | $3.25 | $3.52 | [Results of Operations](index=33&type=section&id=Results%20of%20Operations) The company's financial results showed significant improvement in net income for the interim periods [Three months ended June 30, 2025 compared to the three months ended June 30, 2024 (Consolidated)](index=33&type=section&id=Three%20months%20ended%20June%2030%2C%202025%20compared%20to%20the%20three%20months%20ended%20June%2030%2C%202024%20(Consolidated)) Net income for Q2 2025 increased significantly to $59.5 million, up from $18.6 million in the prior year - **Adjusted EBITDA increased by $56.2 million** to $137.8 million, driven by a $55.2 million increase in refining segment Adjusted Gross Margin[155](index=155&type=chunk) - **Adjusted Net Income improved by $49.8 million** to $78.3 million, reflecting higher Adjusted EBITDA and the absence of cash distributions from Laramie Energy in 2025[156](index=156&type=chunk) **Consolidated Financial Results (in thousands)** | Metric | Q2 2025 | Q2 2024 | $ Change | % Change | | :--------------------------------------- | :------ | :------ | :------- | :------- | | Revenues | $1,893,438 | $2,017,468 | $(124,030) | (6)% | | Operating income | $96,760 | $48,641 | $48,119 | 99% | | Net income | $59,460 | $18,638 | $40,822 | 219% | | Income tax expense | $(16,887) | $(6,667) | $(10,220) | 153% | [Six months ended June 30, 2025 compared to the six months ended June 30, 2024 (Consolidated)](index=33&type=section&id=Six%20months%20ended%20June%2030%2C%202025%20compared%20to%20the%20six%20months%20ended%20June%2030%2C%202024%20(Consolidated)) Net income for H1 2025 increased to $29.1 million from $14.9 million in the prior year - **Adjusted EBITDA decreased by $28.3 million** to $148.0 million, mainly due to a $47.6 million decrease in refining segment Adjusted Gross Margin[158](index=158&type=chunk) - **Adjusted Net Income declined by $42.2 million** to $28.0 million, reflecting the decrease in Adjusted EBITDA and higher D&A[159](index=159&type=chunk) **Consolidated Financial Results (in thousands)** | Metric | H1 2025 | H1 2024 | $ Change | % Change | | :--------------------------------------- | :------ | :------ | :------- | :------- | | Revenues | $3,638,474 | $3,998,303 | $(359,829) | (9)% | | Operating income | $80,984 | $58,156 | $22,828 | 39% | | Net income | $29,060 | $14,887 | $14,173 | 95% | | General and administrative expense (excluding depreciation) | $47,891 | $64,923 | $(17,032) | (26)% | | Income tax expense | $(9,993) | $(4,036) | $(5,957) | 148% | [Operating Income by Segment (Three Months)](index=35&type=section&id=Operating%20Income%20by%20Segment%20(Three%20Months)) For Q2 2025, all operating segments showed increased operating income compared to the prior year **Operating Income (Loss) by Segment (in thousands)** | Segment | Q2 2025 | Q2 2024 | | :-------------------------- | :------ | :------ | | Refining | $81,320 | $41,206 | | Logistics | $23,741 | $18,041 | | Retail | $20,793 | $16,053 | | Corporate, Eliminations and Other | $(29,094) | $(26,659) | | Total Operating Income | $96,760 | $48,641 | [Operating Income by Segment (Six Months)](index=36&type=section&id=Operating%20Income%20by%20Segment%20(Six%20Months)) For H1 2025, Logistics and Retail segments reported increased operating income, while Refining decreased **Operating Income (Loss) by Segment (in thousands)** | Segment | H1 2025 | H1 2024 | | :-------------------------- | :------ | :------ | | Refining | $56,599 | $63,806 | | Logistics | $45,630 | $38,415 | | Retail | $36,754 | $27,049 | | Corporate, Eliminations and Other | $(57,999) | $(71,114) | | Total Operating Income | $80,984 | $58,156 | [Non-GAAP Performance Measures](index=41&type=section&id=Non-GAAP%20Performance%20Measures) Management uses non-GAAP measures like Adjusted EBITDA to evaluate operating performance - **Adjusted Gross Margin** is used to evaluate operating performance and compare profitability, eliminating the gross impact of volatile commodity prices[176](index=176&type=chunk)[177](index=177&type=chunk) - **Adjusted Net Income (Loss) and Adjusted EBITDA** are supplemental measures to assess financial performance without regard to financing methods or capital structure[177](index=177&type=chunk) - Effective Q4 2024, the definition of non-GAAP measures was modified to align accounting treatment for **deferred turnaround costs** from refining and logistics investments[180](index=180&type=chunk) [Adjusted Gross Margin](index=42&type=section&id=Adjusted%20Gross%20Margin) Adjusted Gross Margin excludes certain operating expenses and non-cash items from operating income **Adjusted Gross Margin by Segment (in thousands) for Three Months Ended June 30** | Segment | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Refining | $231,780 | $176,603 | | Logistics | $34,402 | $30,759 | | Retail | $43,589 | $41,598 | **Adjusted Gross Margin by Segment (in thousands) for Six Months Ended June 30** | Segment | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Refining | $336,108 | $383,713 | | Logistics | $68,441 | $62,709 | | Retail | $83,382 | $78,680 | [Adjusted Net Income (Loss) and Adjusted EBITDA](index=43&type=section&id=Adjusted%20Net%20Income%20(Loss)%20and%20Adjusted%20EBITDA) These non-GAAP measures exclude non-operating and non-cash items to show core operational performance - **Adjusted Net Income (loss)** excludes non-operating income and expenses to improve comparability[178](index=178&type=chunk) - **Adjusted EBITDA** further excludes D&A, interest expense, Laramie Energy cash distributions, and income tax expense[188](index=188&type=chunk) **Adjusted Net Income and Adjusted EBITDA (in thousands)** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Net Income | $59,460 | $18,638 | $29,060 | $14,887 | | Adjusted Net Income | $78,291 | $28,544 | $27,970 | $70,212 | | Adjusted EBITDA | $137,829 | $81,601 | $147,975 | $176,299 | [Adjusted EBITDA by Segment](index=45&type=section&id=Adjusted%20EBITDA%20by%20Segment) Adjusted EBITDA by segment provides a detailed view of the operational performance of each business unit **Adjusted EBITDA by Segment (in thousands) for Three Months Ended June 30** | Segment | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Refining | $108,384 | $60,094 | | Logistics | $29,798 | $26,058 | | Retail | $23,347 | $18,728 | | Corporate and Other | $(23,700) | $(23,279) | | Total Adjusted EBITDA | $137,829 | $81,601 | **Adjusted EBITDA by Segment (in thousands) for Six Months Ended June 30** | Segment | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Refining | $94,092 | $141,378 | | Logistics | $59,472 | $54,196 | | Retail | $41,971 | $32,830 | | Corporate and Other | $(47,560) | $(52,105) | | Total Adjusted EBITDA | $147,975 | $176,299 | [Factors Impacting Segment Results](index=48&type=section&id=Factors%20Impacting%20Segment%20Results) This section analyzes the key drivers behind changes in operating income and Adjusted Gross Margin [Operating Income (Three Months)](index=48&type=section&id=Operating%20Income%20(Three%20Months)) Refining operating income increased by $40.1 million due to higher crack spreads and favorable derivatives - **Refining operating income increased by $40.1 million**, driven by a $58.4 million increase in crack spreads and $51.7 million from favorable derivative impacts[195](index=195&type=chunk) - **Logistics operating income increased by $5.7 million** due to lower repair and maintenance costs, lower variable costs, and a $1.2 million gain on sale of assets[195](index=195&type=chunk) - **Retail operating income increased by $4.7 million**, primarily from a $2.6 million decrease in operating expenses and higher fuel and merchandise margins[196](index=196&type=chunk) [Operating Income (Six Months)](index=48&type=section&id=Operating%20Income%20(Six%20Months)) Refining operating income decreased by $7.2 million due to unfavorable feedstock and environmental costs - **Refining operating income decreased by $7.2 million**, primarily due to a $128.8 million decrease related to unfavorable feedstock costs and a $55.0 million increase in environmental costs[197](index=197&type=chunk)[198](index=198&type=chunk) - **Logistics operating income increased by $7.2 million**, driven by a $5.3 million decrease in cost of revenues and a $1.2 million gain on sale of assets[197](index=197&type=chunk) - **Retail operating income increased by $9.8 million**, mainly due to a $4.4 million decrease in operating expenses and a $4.2 million increase in fuel margins[198](index=198&type=chunk)[200](index=200&type=chunk) [Adjusted Gross Margin (Three Months)](index=49&type=section&id=Adjusted%20Gross%20Margin%20(Three%20Months)) Refining Adjusted Gross Margin increased by $55.2 million, driven by higher crack spreads - **Refining Adjusted Gross Margin increased by $55.2 million**, primarily due to a $58.4 million increase in crack spreads[201](index=201&type=chunk) - Hawaii refinery's Adjusted Gross Margin per barrel increased by $0.11 to **$10.18**[205](index=205&type=chunk) - Montana refinery's Adjusted Gross Margin per barrel increased by $5.41 to **$22.30**[205](index=205&type=chunk) - Washington refinery's Adjusted Gross Margin per barrel increased by $6.80 to **$11.47**[205](index=205&type=chunk) - Wyoming refinery's Adjusted Gross Margin per barrel increased by $3.83 to **$18.57**[205](index=205&type=chunk) - **Logistics Adjusted Gross Margin increased by $3.6 million**, mainly due to decreased repair and maintenance expenses and higher third-party revenues[202](index=202&type=chunk) - **Retail Adjusted Gross Margin increased by $2.0 million**, attributed to a $1.2 million increase in fuel margins and a $0.7 million increase in merchandise margins[203](index=203&type=chunk) [Adjusted Gross Margin (Six Months)](index=49&type=section&id=Adjusted%20Gross%20Margin%20(Six%20Months)) Refining Adjusted Gross Margin decreased by $47.6 million due to unfavorable feedstock costs - **Refining Adjusted Gross Margin decreased by $47.6 million**, mainly due to a $108.2 million decrease related to unfavorable feedstock costs and a $34.8 million increase in environmental costs[204](index=204&type=chunk) - Hawaii refinery's Adjusted Gross Margin per barrel decreased by $2.45 to **$9.57**[204](index=204&type=chunk) - Montana refinery's Adjusted Gross Margin per barrel decreased by $2.18 to **$13.02**[213](index=213&type=chunk) - Washington refinery's Adjusted Gross Margin per barrel increased by $1.64 to **$6.94**[213](index=213&type=chunk) - Wyoming refinery's Adjusted Gross Margin per barrel increased by $4.18 to **$19.01**[213](index=213&type=chunk) - **Logistics Adjusted Gross Margin increased by $5.7 million**, driven by higher marine revenues and lower variable expenses[206](index=206&type=chunk) - **Retail Adjusted Gross Margin increased by $4.7 million**, primarily due to a $4.2 million increase in fuel margins and an 8% increase in merchandise margins[207](index=207&type=chunk) [Discussion of Consolidated Results](index=50&type=section&id=Discussion%20of%20Consolidated%20Results) This section analyzes consolidated revenues, operating expenses, and other income/expense items [Three months ended June 30, 2025 compared to the three months ended June 30, 2024 (Detailed)](index=50&type=section&id=Three%20months%20ended%20June%2030%2C%202025%20compared%20to%20the%20three%20months%20ended%20June%2030%2C%202024%20(Detailed)) Revenues decreased by $0.1 billion due to lower crude oil prices, despite increased sales volumes - **Revenues decreased by $0.1 billion (6%)** to $1.9 billion, primarily due to a 22% decrease in Brent crude oil prices[208](index=208&type=chunk) - **Cost of revenues decreased by $0.2 billion (10%)** to $1.6 billion, driven by lower crude oil prices and favorable derivative activity[209](index=209&type=chunk) - **Operating expense increased by $4.6 million (3%)** to $148.7 million, mainly due to higher repair and maintenance costs from the Wyoming operational incident[210](index=210&type=chunk) - **Depreciation and amortization increased by $2.6 million (8%)** to $34.7 million, primarily due to Montana deferred turnaround asset amortization[211](index=211&type=chunk) - **Equity earnings** from refining and logistics investments increased by $3.6 million to $7.3 million[213](index=213&type=chunk)[214](index=214&type=chunk) - **Interest expense** and financing costs, net, increased by $1.7 million (8%) to $22.1 million[217](index=217&type=chunk) - **Income tax expense increased by $10.2 million (153%)** to $16.9 million, related to higher pre-tax net income[220](index=220&type=chunk) [Six months ended June 30, 2025 compared to the six months ended June 30, 2024 (Detailed)](index=51&type=section&id=Six%20months%20ended%20June%2030%2C%202025%20compared%20to%20the%20six%20months%20ended%20June%2030%2C%202024%20(Detailed)) Revenues decreased by $0.4 billion due to lower crude prices and the Wyoming operational incident - **Revenues decreased by $0.4 billion (9%)** to $3.6 billion, primarily due to lower crude prices and the Wyoming operational incident[221](index=221&type=chunk) - **Cost of revenues decreased by $0.3 billion (10%)** to $3.2 billion, mainly due to lower crude oil prices[222](index=222&type=chunk) - **Operating expense decreased by $4.5 million (2%)** to $292.8 million, driven by lower costs at the Montana refinery and Retail segment[223](index=223&type=chunk) - **Depreciation and amortization increased by $6.5 million (10%)** to $71.3 million, primarily due to increases at Montana and Wyoming[224](index=224&type=chunk) - **General and administrative expense decreased by $17.0 million (26%)** to $47.9 million, mainly due to lower stock-based compensation[226](index=226&type=chunk) - **Equity earnings** from refining and logistics investments increased by $5.0 million to $14.8 million[227](index=227&type=chunk) - **Interest expense** and financing costs, net, increased by $5.7 million (15%) to $44.0 million[230](index=230&type=chunk) - **Income tax expense increased by $6.0 million (148%)** to $10.0 million, related to higher pre-tax net income[234](index=234&type=chunk) [Consolidating Condensed Financial Information](index=53&type=section&id=Consolidating%20Condensed%20Financial%20Information) This section provides supplemental condensed consolidating financial information for guarantors - The Term Loan Credit Agreement is guaranteed on a senior unsecured basis by Par Pacific Holdings, Inc. (Parent) and on a **senior secured basis by all subsidiaries of Par Borrower**[235](index=235&type=chunk) **Consolidating Balance Sheet (in thousands) as of June 30, 2025** | Category | Parent Guarantor | Par Borrower and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | | :-------------------------------- | :--------------- | :---------------------------- | :------------------------------------------ | :------------------------------------------ | | Total assets | $1,382,151 | $3,630,885 | $(1,117,494) | $3,895,542 | | Total liabilities | $233,736 | $3,113,135 | $(599,744) | $2,747,127 | | Total stockholders' equity | $1,148,415 | $517,750 | $(517,750) | $1,148,415 | **Consolidating Statement of Operations (in thousands) for Three Months Ended June 30, 2025** | Category | Parent Guarantor | Par Borrower and Subsidiaries | Non-Guarantor Subsidiaries and Eliminations | Par Pacific Holdings, Inc. and Subsidiaries | | :-------------------------------- | :--------------- | :---------------------------- | :------------------------------------------ | :------------------------------------------ | | Revenues | — | $1,893,435 | $3 | $1,893,438 | | Operating income (loss) | $(7,750) | $97,248 | $7,262 | $96,760 | | Net income (loss) | $59,460 | $58,443 | $(58,443) | $59,460 | | Adjusted EBITDA | $(7,212) | $136,304 | $8,737 | $137,829 | [Liquidity and Capital Resources](index=62&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is derived from cash flows, cash on hand, and available credit facilities - As of June 30, 2025, **total liquidity was $647.0 million**, consisting of $169.2 million in cash and $477.8 million available under the ABL Credit Facility[252](index=252&type=chunk) - The company believes current cash flows and capital resources are **sufficient to meet requirements for the next 12 months**[253](index=253&type=chunk) - The Board authorized a **$250 million share repurchase program** on February 21, 2025, with $181.3 million remaining as of June 30, 2025[254](index=254&type=chunk) [Cash Flows](index=63&type=section&id=Cash%20Flows) This section summarizes cash flow activities for the six months ended June 30, 2025, and 2024 **Summary of Cash Activities (in thousands)** | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $132,179 | $20,755 | | Net cash used in investing activities | $(86,788) | $(57,987) | | Net cash used in financing activities | $(68,114) | $(62,213) | [Cash flows for the six months ended June 30, 2025](index=63&type=section&id=Cash%20flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025) Net cash provided by operating activities was $132.2 million, driven by changes in working capital - **Net cash provided by operating activities was $132.2 million**, primarily from changes in operating assets and liabilities, non-cash charges, and net income[258](index=258&type=chunk) - Key operating cash inflows included a **$144.6 million increase in Accounts payable and Other accrued liabilities** and a $46.6 million decrease in Inventories[258](index=258&type=chunk) - **Net cash used in investing activities was $86.8 million**, mainly for $89.1 million in capital expenditures for refinery projects and repairs[258](index=258&type=chunk) - **Net cash used in financing activities was $68.1 million**, primarily due to $80.8 million in common stock repurchases and $13.6 million in net debt repayments[259](index=259&type=chunk) [Cash flows for the six months ended June 30, 2024](index=64&type=section&id=Cash%20flows%20for%20the%20six%20months%20ended%20June%2030%2C%202024) Net cash provided by operating activities was $20.8 million, driven by net income and non-cash charges - **Net cash provided by operating activities was $20.8 million**, driven by $14.9 million net income and $153.2 million non-cash charges, offset by working capital changes[261](index=261&type=chunk) - Key operating cash outflows included a **$114.0 million increase in accounts receivable** and a $101.3 million increase in inventories[261](index=261&type=chunk) - **Net cash used in investing activities was $58.0 million**, primarily for $59.5 million in capital expenditures[261](index=261&type=chunk) - **Net cash used in financing activities was $62.2 million**, including $547.6 million for inventory financing agreement terminations and $103.5 million for common stock repurchases[262](index=262&type=chunk) [Critical Accounting Estimates](index=64&type=section&id=Critical%20Accounting%20Estimates) There have been no material changes to critical accounting estimates for the interim period - **No material changes** to critical accounting estimates were reported for the six months ended June 30, 2025[263](index=263&type=chunk) [Forward-Looking Statements](index=65&type=section&id=Forward-Looking%20Statements) This section contains cautionary statements regarding forward-looking information - Forward-looking statements involve known and unknown risks, including **geopolitical events, tariffs, and global crude oil market developments**[265](index=265&type=chunk) - Actual results may differ materially from forward-looking statements due to factors described in the **Annual Report on Form 10-K** and this Quarterly Report[266](index=266&type=chunk) - The company **does not intend to update** or revise any forward-looking statements based on new information or future events[266](index=266&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=65&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the company's exposure to commodity price, compliance, interest rate, and credit risks [Commodity Price Risk](index=65&type=section&id=Commodity%20Price%20Risk) The company's earnings are significantly affected by commodity price volatility - A **$1 per barrel change** in average gross refining margins would change annualized operating income by approximately **$67.2 million**[267](index=267&type=chunk) - A **$1 change in crude oil price** would result in an approximate **$28.7 million change** to the fair value of derivative instruments and Cost of revenues[268](index=268&type=chunk) - The company uses **option collars** to economically hedge internally consumed fuel costs at its refineries[269](index=269&type=chunk) [Compliance Program Price Risk](index=66&type=section&id=Compliance%20Program%20Price%20Risk) The company is exposed to price volatility of RINs and other environmental compliance credits - The company is exposed to market risks from the volatility in **RINs prices** for Renewable Fuel Standard compliance and credits for Washington's climate programs[270](index=270&type=chunk)[271](index=271&type=chunk) - To mitigate risk, the company **purchases RINs and compliance credits** when prices are deemed favorable[270](index=270&type=chunk)[271](index=271&type=chunk) [Interest Rate Risk](index=66&type=section&id=Interest%20Rate%20Risk) The company is exposed to interest rate volatility on its $1.1 billion of floating-rate debt - As of June 30, 2025, **$1.1 billion in debt principal** was subject to floating interest rates[272](index=272&type=chunk) - A **1% increase in the variable rate** would increase annual interest expense by approximately **$11.2 million**[272](index=272&type=chunk) - The company uses **interest rate collars** with a maximum cap of 5.50% to manage interest rate risk[272](index=272&type=chunk) [Credit Risk](index=66&type=section&id=Credit%20Risk) The company is exposed to credit risk from nonperformance by its counterparties - The company is exposed to credit risk from **nonpayment or nonperformance** by counterparties[273](index=273&type=chunk) - **Creditworthiness of customers is closely monitored**, and credit limits are established in accordance with the company's credit policy[273](index=273&type=chunk) [Item 4. Controls and Procedures](index=67&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the effectiveness of disclosure controls and procedures as of June 30, 2025 [Evaluation of Disclosure Controls and Procedures](index=67&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were effective - The CEO and CFO concluded that **disclosure controls and procedures were effective** as of June 30, 2025[275](index=275&type=chunk) [Changes in Internal Control over Financial Reporting](index=67&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) There were no material changes in internal control over financial reporting during the quarter - **No material changes** in internal control over financial reporting occurred during the quarter ended June 30, 2025[276](index=276&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=68&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) The company is involved in various legal proceedings arising from ordinary business operations - The company is involved in various legal proceedings in the ordinary course of business, with **details provided in Note 14**[278](index=278&type=chunk) [Item 1A. Risk Factors](index=68&type=section&id=Item%201A.%20RISK%20FACTORS) This section updates risk factors, highlighting new risks from U.S. trade policy and a joint venture - Changes in **U.S. trade policy and tariffs**, such as a 10% tariff on product imports, could adversely affect the business by increasing production costs[280](index=280&type=chunk) - The pending **Renewable Fuels Facility joint venture** faces risks including delays in commencement, integration challenges, and obligations to fund capital expenditures[281](index=281&type=chunk)[282](index=282&type=chunk)[284](index=284&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=69&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details common stock repurchases and its dividend policy [Dividends](index=69&type=section&id=Dividends) The company has not paid dividends and does not anticipate doing so in the near future - The company has not paid, and **does not expect to pay, dividends** on its common stock in the foreseeable future[285](index=285&type=chunk) - Subsidiaries are **restricted from paying dividends** or making other equity distributions under the ABL Credit Facility and Term Loan Credit Agreement[285](index=285&type=chunk) [Repurchases](index=69&type=section&id=Repurchases) The company repurchased 1.62 million shares during the quarter under its repurchase program - The repurchases were made under a **$250 million share repurchase program** authorized on February 21, 2025[286](index=286&type=chunk) **Common Stock Repurchases (Quarter Ended June 30, 2025)** | Period | Total Shares Purchased | Average Price Paid Per Share | Maximum Remaining Authorization | | :----------------------- | :--------------------- | :--------------------------- | :------------------------------ | | April 1 - April 30, 2025 | 770,654 | $13.63 | $198,690,419 | | May 1 - May 31, 2025 | 445,758 | $19.45 | $190,058,671 | | June 1 - June 30, 2025 | 406,829 | $22.29 | $181,262,216 | | Total | 1,623,241 | $17.40 | | [Item 3. Defaults Upon Senior Securities](index=69&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company for the reporting period [Item 4. Mine Safety Disclosures](index=69&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company for the reporting period [Item 5. Other Information](index=69&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated any Rule 10b5-1 trading arrangements during the quarter - No director or officer adopted or terminated **Rule 10b5-1 or non-Rule 10b5-1 trading arrangements** during the quarter ended June 30, 2025[289](index=289&type=chunk) [Item 6. Exhibits](index=70&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including agreements and certifications - Exhibit 2.13 is the **Equity Contribution Agreement** dated July 21, 2025, for the Hawaii Renewables, LLC joint venture[292](index=292&type=chunk) - Exhibit 10.1 is a Letter Agreement dated June 27, 2025, amending the **Inventory Intermediation Agreement**[294](index=294&type=chunk) - Includes **certifications from the CEO and CFO** pursuant to Sections 302 and 1350 of the Sarbanes-Oxley Act of 2002[294](index=294&type=chunk)

[Company Overview](index=1&type=section&id=Company%20Overview) Stabilis Solutions, Inc. announced its Q2 2025 financial results, highlighting its position as a leading provider of clean fueling and delivery solutions [Q2 2025 Results Announcement](index=1&type=section&id=Q2%202025%20Results%20Announcement) Stabilis Solutions, Inc. announced its financial results for the second quarter ended June 30, 2025, positioning itself as a leading provider of clean fueling and delivery solutions - Company: **Stabilis Solutions, Inc. (Nasdaq: SLNG)**[1](index=1&type=chunk) - Announcement Date: **August 6, 2025**[1](index=1&type=chunk) - Reporting Period: **Second quarter ended June 30, 2025**[1](index=1&type=chunk) - Core Business: Leading provider of clean fueling, production, storage, and last mile delivery solutions[1](index=1&type=chunk) [About Stabilis Solutions](index=3&type=section&id=About%20Stabilis%20Solutions) Stabilis Solutions specializes in providing clean fueling, production, storage, and last-mile delivery solutions for high-performance brands - Stabilis Solutions is a leading provider of clean fueling, production, storage, and last mile delivery solutions for many of the world's most recognized, high-performance brands[11](index=11&type=chunk) [Second Quarter 2025 Performance Highlights](index=1&type=section&id=Second%20Quarter%202025%20Performance%20Highlights) Stabilis Solutions reported Q2 2025 performance, emphasizing strategic growth in key markets and summarizing core financial outcomes [Management Commentary](index=1&type=section&id=Management%20Commentary) Management highlighted continued progress in long-term business development, strong demand for small-scale LNG solutions, and growth in key markets (marine, aerospace, power generation) despite a year-over-year revenue decline due to a completed large project. The company remains focused on generating operating cash flows and maintaining a strong balance sheet for future investments - Continued advancement of long-term business development and growth strategy, deepening customer engagement across marine, aerospace, and power generation end-markets[2](index=2&type=chunk) - Strong demand for turnkey small-scale LNG solutions, underpinned by continued growth in commercial space applications[2](index=2&type=chunk) - Total revenue declined year-over-year in Q2 2025 due to the successful completion of a large, short-duration commercial project late in 2024[2](index=2&type=chunk) - Key high-growth aerospace, marine, and power generation markets together increased **15% year-over-year**[2](index=2&type=chunk) - Focus on generating operating cash flows and maintaining a strong balance sheet and liquidity, with over **$16 million in cash and available liquidity** as of Q2 2025[2](index=2&type=chunk) [Strategic and Operational Update](index=1&type=section&id=Strategic%20and%20Operational%20Update) Stabilis demonstrated strong momentum in high-growth markets, with revenue mix from marine, power generation, and aerospace increasing significantly. The company also maintained consistent cash conversion, supporting balance sheet versatility and growth investments, including $1.2 million in capital expenditures year-to-date - Revenue mix in high-growth marine, power generation, and aerospace end-markets increased from **62% to nearly 77% of total revenue** in Q2 2025[6](index=6&type=chunk) - Demand within these end-markets is driven by multi-year trends such as the commercialization of the aerospace industry and the transition of marine vessels to LNG[6](index=6&type=chunk) - Consistent cash conversion and efficient cost structure have continued to drive robust free cash flow conversion and a strengthening liquidity position[6](index=6&type=chunk) - Invested **$1.2 million in capital expenditures** for growth initiatives since the beginning of the year[6](index=6&type=chunk) [Key Financial Summary](index=1&type=section&id=Key%20Financial%20Summary) For Q2 2025, Stabilis reported revenues of $17.3 million, a net loss of ($0.6) million, and Adjusted EBITDA of $1.5 million. Cash flow from operations was $4.5 million, with $12.2 million in cash and $3.9 million in credit availability Q2 2025 Key Financial Metrics | Metric | Amount (Millions) | | :-------------------------- | :---------------- | | Revenues | $17.3 | | Net loss | ($0.6) | | Adjusted EBITDA | $1.5 | | Cash flow from operations | $4.5 | | Cash and cash equivalents (as of June 30, 2025) | $12.2 | | Availability under credit agreements (as of June 30, 2025) | $3.9 | - Revenue for Q2 2025 was **$17.3 million**, a decrease of **7%** compared to Q2 2024, primarily due to the completion of a large industrial customer contract, partly offset by higher revenues from aerospace and power generation customers[4](index=4&type=chunk) - Net loss for Q2 2025 was **($0.6) million** (or **($0.03) per diluted share**), compared to net income of **$27 thousand** (or **$0.00 per diluted share**) in Q2 2024, reflecting lower net revenues partly offset by a **$0.2 million reduction** in selling, general and administrative expenses[7](index=7&type=chunk) - Adjusted EBITDA for Q2 2025 was **$1.5 million**, compared to **$2.1 million** in Q2 2024, primarily attributable to lower revenues[8](index=8&type=chunk) [Consolidated Financial Statements](index=4&type=section&id=Consolidated%20Financial%20Statements) This section presents detailed consolidated operating results, balance sheets, and cash flow statements for Q2 and H1 2025 [Selected Consolidated Operating Results](index=4&type=section&id=Selected%20Consolidated%20Operating%20Results) For the three months ended June 30, 2025, Stabilis reported revenues of $17.3 million, a net loss of ($0.6) million, and an operating loss of ($0.47) million before equity income. This represents a decrease in revenue and a shift from net income to net loss compared to the prior year period Selected Consolidated Operating Results (Three Months Ended June 30, in thousands) | Metric | Q2 2025 | Q2 2024 | Change (YoY) | | :---------------------------------- | :------ | :------ | :----------- | | Revenues | $17,309 | $18,598 | -7.04% | | Cost of revenues | $12,724 | $13,550 | -6.09% | | Selling, general and administrative expenses | $3,131 | $3,331 | -6.01% | | Income (loss) from operations before equity income | ($466) | $103 | N/A | | Net income (loss) | ($613) | $27 | N/A | | Basic and diluted per common share | ($0.03) | $0.00 | N/A | | EBITDA | $1,420 | $2,192 | -35.22% | | Adjusted EBITDA | $1,480 | $2,110 | -29.86% | Selected Consolidated Operating Results (Six Months Ended June 30, in thousands) | Metric | H1 2025 | H1 2024 | Change (YoY) | | :---------------------------------- | :------ | :------ | :----------- | | Revenues | $34,647 | $38,368 | -9.69% | | Cost of revenues | $25,512 | $27,064 | -5.74% | | Selling, general and administrative expenses | $8,064 | $6,787 | +18.81% | | Income (loss) from operations before equity income | ($2,529) | $1,482 | N/A | | Net income (loss) | ($2,211) | $1,496 | N/A | | Basic and diluted per common share | ($0.12) | $0.08 | N/A | | EBITDA | $1,580 | $5,547 | -71.52% | | Adjusted EBITDA | $3,549 | $5,213 | -31.92% | [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets decreased to $83.2 million from $85.6 million at December 31, 2024. Cash and cash equivalents increased, while accounts receivable and property, plant, and equipment (net) decreased. Total liabilities also saw a slight decrease Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | | :---------------------------------- | :-------------- | :---------------- | :----- | | Cash and cash equivalents | $12,220 | $8,987 | +$3,233 | | Accounts receivable, net | $4,397 | $6,239 | -$1,842 | | Total current assets | $17,836 | $17,473 | +$363 | | Property, plant and equipment, net | $49,548 | $51,728 | -$2,180 | | Total assets | $83,244 | $85,584 | -$2,340 | | Total current liabilities | $11,341 | $11,627 | -$286 | | Total liabilities | $17,762 | $18,576 | -$814 | | Total stockholders' equity | $65,482 | $67,008 | -$1,526 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash provided by operating activities was $5.5 million, a decrease from $9.0 million in the prior year. Net cash used in investing activities was $0.9 million, and net cash used in financing activities was $1.4 million. The net increase in cash and cash equivalents was $3.2 million Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30, in thousands) | Metric | H1 2025 | H1 2024 | Change | | :---------------------------------- | :------ | :------ | :----- | | Net cash provided by operating activities | $5,540 | $8,967 | -$3,427 | | Net cash used in investing activities | ($911) | ($1,970) | +$1,059 | | Net cash used in financing activities | ($1,410) | ($884) | -$526 | | Net increase in cash and cash equivalents | $3,233 | $6,109 | -$2,876 | | Cash and cash equivalents, end of period | $12,220 | $11,483 | +$737 | - Distributions from equity investment in joint venture contributed **$1.6 million** to operating cash flow for the three months ended June 30, 2025[20](index=20&type=chunk) - Acquisition of fixed assets amounted to **$1.1 million** for the six months ended June 30, 2025[20](index=20&type=chunk) [Non-GAAP Financial Measures](index=7&type=section&id=Non-GAAP%20Financial%20Measures) This section reconciles non-GAAP financial measures, including EBITDA and Adjusted EBITDA, for the three and six months ended June 30, 2025 [Reconciliation of EBITDA and Adjusted EBITDA](index=7&type=section&id=Reconciliation%20of%20EBITDA%20and%20Adjusted%20EBITDA) Stabilis provides EBITDA and Adjusted EBITDA as supplemental non-GAAP measures. For Q2 2025, EBITDA was $1.4 million and Adjusted EBITDA was $1.5 million. Adjusted EBITDA for Q2 2025 includes adjustments for unrealized gain/loss on natural gas derivatives and severance expenses - EBITDA and Adjusted EBITDA are non-GAAP measures used by management to assess the performance and operating results of the business[21](index=21&type=chunk) EBITDA and Adjusted EBITDA Reconciliation (Three Months Ended June 30, in thousands) | Metric | Q2 2025 | Q2 2024 | Change (YoY) | | :-------------------------- | :------ | :------ | :----------- | | Net income (loss) | ($613) | $27 | N/A | | Depreciation | $1,860 | $1,768 | +5.20% | | Interest expense (income), net | ($24) | ($28) | N/A | | Income tax (benefit) expense | $197 | $425 | -53.65% | | **EBITDA** | **$1,420** | **$2,192** | **-35.22%** | | Special items* | $60 | ($82) | N/A | | **Adjusted EBITDA** | **$1,480** | **$2,110** | **-29.86%** | *Special items for Q2 2025 consist of adjustments related to unrealized (gain)/loss on natural gas derivatives. EBITDA and Adjusted EBITDA Reconciliation (Six Months Ended June 30, in thousands) | Metric | H1 2025 | H1 2024 | Change (YoY) | | :-------------------------- | :------ | :------ | :----------- | | Net income (loss) | ($2,211) | $1,496 | N/A | | Depreciation | $3,727 | $3,568 | +4.46% | | Interest expense (income), net | ($45) | ($24) | N/A | | Income tax (benefit) expense | $109 | $507 | -78.50% | | **EBITDA** | **$1,580** | **$5,547** | **-71.52%** | | Special items* | $1,969 | ($334) | N/A | | **Adjusted EBITDA** | **$3,549** | **$5,213** | **-31.92%** | *Special items for H1 2025 include $2.1 million related to Mr. Ballard's severance expenses and a subtraction of $0.1 million for a gain related to a property damage settlement, in addition to natural gas derivatives adjustments. [Additional Information](index=2&type=section&id=Additional%20Information) This section provides conference call details, cautionary statements regarding forward-looking information, and investor contact details [Conference Call and Webcast Details](index=2&type=section&id=Conference%20Call%20and%20Webcast%20Details) Stabilis Solutions will host a conference call on August 7, 2025, at 9:00 a.m. ET to discuss Q2 2025 financial results, with webcast access available via the company's investor relations website - Event: **Q2 2025 Conference Call and Webcast**[9](index=9&type=chunk) - Date & Time: **Thursday, August 7, 2025, at 9:00 a.m. ET**[9](index=9&type=chunk) - Webcast Link: **https://investors.stabilis-solutions.com/events**[10](index=10&type=chunk) - Conference ID: **SLNGQ225**[11](index=11&type=chunk) - Replay Availability: Through **August 14, 2025**[11](index=11&type=chunk) [Cautionary Statements Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Statements%20Regarding%20Forward-Looking%20Statements) The press release contains forward-looking statements subject to risks and uncertainties, and actual results may differ materially from expectations. Readers are cautioned not to place undue reliance on these statements, and the company does not undertake to update them unless required by law - This press release includes 'forward-looking statements' within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995[12](index=12&type=chunk) - Actual events, performance, or results could differ materially from those discussed due to factors such as future demand for and price of LNG, availability and price of natural gas, unexpected costs, and general economic conditions[13](index=13&type=chunk) - Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made[14](index=14&type=chunk) - Stabilis does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law[14](index=14&type=chunk) [Investor Contact](index=7&type=section&id=Investor%20Contact) For investor inquiries, contact Andrew Puhala, Chief Financial Officer, via phone or email - Contact Person: **Andrew Puhala**[24](index=24&type=chunk) - Title: **Chief Financial Officer**[24](index=24&type=chunk) - Phone: **832-456-6502**[24](index=24&type=chunk) - Email: **ir@stabilis-solutions.com**[24](index=24&type=chunk)

For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ___________________ Commission file number: 001-36204 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ENERGY FUELS INC. (Exact name of registrant as specified in its charter) On ...

Financial and Operating Results Summary [Key Highlights](index=1&type=section&id=Key%20Highlights) SandRidge Energy reported strong Q2 2025 results, highlighted by a 9% dividend increase to $0.12 per share, significant net income growth to $19.6 million, and 19% year-over-year production growth to 17.8 MBoe/d, maintaining a healthy balance sheet with $104.2 million in cash and no debt - The Board of Directors declared a quarterly dividend of **$0.12 per share**, a **9% increase**, payable on September 29, 2025, with a new Dividend Reinvestment Plan authorized[5](index=5&type=chunk) Q2 2025 Profitability Metrics | Dollars in thousands (except per share data) | 2Q25 | 1Q25 | Change vs 1Q25 | 2Q24 | Change vs 2Q24 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Net income** | $19,558 | $13,049 | $6,509 | $8,794 | $10,764 | | **Net Income per share** | $0.53 | $0.35 | $0.18 | $0.24 | $0.29 | | **Adjusted net income** | $12,236 | $14,534 | $(2,298) | $6,353 | $5,883 | | **Adjusted EBITDA** | $22,822 | $25,491 | $(2,669) | $12,934 | $9,888 | | **Free cash flow** | $9,813 | $13,595 | $(3,782) | $8,967 | $846 | - Average production for Q2 2025 was **17.8 MBoe per day**, a **19% increase** compared to Q2 2024, primarily driven by the Cherokee acquisition and the company's operated development program[5](index=5&type=chunk) - As of June 30, 2025, the company held **$104.2 million in cash and cash equivalents** and had **no outstanding debt**[5](index=5&type=chunk)[9](index=9&type=chunk) [Operational Performance](index=2&type=section&id=Operational%20Performance) In Q2 2025, production increased 19% year-over-year, with oil production up 46%, leading to a 33% rise in total revenues compared to Q2 2024, though quarter-over-quarter revenues and realized prices declined due to lower WTI and Henry Hub benchmark prices, while lease operating expense (LOE) per Boe improved significantly, partly due to a one-time non-cash adjustment Q2 2025 Production and Realized Prices | | 2Q25 | 1Q25 | 2Q24 | | :--- | :--- | :--- | :--- | | **Production (MBoed)** | 17.8 | 17.9 | 15.0 | | Oil as % of production | 17% | 17% | 14% | | **Revenues (in thousands)** | $34,531 | $42,604 | $25,977 | | **Realized oil price per barrel** | $62.80 | $69.88 | $79.54 | | **Realized natural gas price per Mcf** | $1.82 | $2.69 | $0.66 | | **Realized price per Boe** | $21.33 | $26.51 | $19.06 | - Lease operating expense (LOE) for Q2 2025 was **$6.6 million**, or **$4.05 per Boe**, improving from Q2 2024 primarily due to a **$2.1 million one-time non-cash adjustment** of an operating accrual and increased sales volumes[8](index=8&type=chunk) [Capital Structure and Shareholder Returns](index=3&type=section&id=Capital%20Structure%20and%20Shareholder%20Returns) The company maintains a strong, debt-free capital structure with $104.2 million in cash, continuing to return capital to shareholders through an increased quarterly dividend and an ongoing share repurchase program, under which it bought back 0.5 million shares for $6.0 million in the first half of 2025 - The company has **no outstanding term or revolving debt obligations** as of June 30, 2025[9](index=9&type=chunk) Dividends Per Share History | | 2Q25 | 1Q25 | 2024 | 2023 | | :--- | :--- | :--- | :--- | :--- | | **Special dividends per share** | $— | $— | $1.50 | $2.00 | | **Quarterly dividends per share** | $0.11 | $0.11 | $0.44 | $0.20 | | **Total dividends per share** | $0.11 | $0.11 | $1.94 | $2.20 | - During the first six months of 2025, the company repurchased **0.5 million shares** for **$6.0 million** at an average price of **$10.89 per share**, with **$69 million remaining** available under the **$75 million repurchase authorization**[11](index=11&type=chunk) [Business Outlook and Strategy](index=3&type=section&id=Business%20Outlook%20and%20Strategy) SandRidge's strategy focuses on prudently allocating capital to high-return projects, including a one-rig development in the Cherokee Shale Play, evaluating accretive M&A opportunities, optimizing production through artificial lift conversions, and expanding its leasing program, with capital adjustments based on commodity prices and project returns - The company's current high-return growth projects include: - One-rig development in the Cherokee Shale Play - Evaluation of accretive merger and acquisition opportunities - A production optimization program including artificial lift conversions and recompletions - A leasing program to support future development in its Cherokee assets[12](index=12&type=chunk) [ESG Initiatives](index=4&type=section&id=ESG%20Initiatives) SandRidge emphasizes its commitment to safe and environmentally conscious operations, with key ESG practices including no routine flaring of natural gas, transporting produced water via pipeline, using electricity to power well sites, and employing advanced leak detection to monitor emissions - The company's ESG commitment includes **no routine flaring** of produced natural gas, transporting nearly all produced water by pipeline, and powering most well sites with electricity[13](index=13&type=chunk) Detailed Financial and Operational Data [Operational and Financial Statistics](index=5&type=section&id=Operational%20and%20Financial%20Statistics) This section provides a detailed breakdown of production volumes, average realized prices (with and without derivatives), costs per Boe, and earnings per share for the three and six-month periods ending June 30, 2025, compared to the same periods in 2024 Comparative Operational and Financial Statistics | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | | | **2025** | **2024** | **2025** | **2024** | | **Daily production (MBoed)** | 17.8 | 15.0 | 17.8 | 15.0 | | **Realized price per Boe** | $21.33 | $19.06 | $23.91 | $20.54 | | **Lease operating cost per Boe** | $4.05 | $6.41 | $5.42 | $7.17 | | **Basic EPS** | $0.53 | $0.24 | $0.88 | $0.54 | [Capital Expenditures and Derivatives](index=6&type=section&id=Capital%20Expenditures%20and%20Derivatives) For the first six months of 2025, the company's capital expenditures totaled $27.7 million, primarily for drilling and completion, with hedging positions as of June 30, 2025, including a mix of fixed-price swaps and costless collars for oil, natural gas, and NGLs through 2026 Capital Expenditures (Six Months Ended June 30, 2025) | (In thousands) | Amount | | :--- | :--- | | Drilling, completion, and capital workovers | $24,533 | | Leasehold and geophysical | $3,151 | | **Total capital expenditures (accrual basis)** | **$27,684** | - As of June 30, 2025, the company has hedged portions of its oil, natural gas, and NGL production through December 2026 using fixed-price swaps and producer costless collars[20](index=20&type=chunk) [Capitalization](index=7&type=section&id=Capitalization) The company's capitalization table as of June 30, 2025, shows total assets of $602.3 million and total liabilities of $122.1 million, with the capital structure entirely composed of stockholders' equity of $480.2 million and no long-term debt Capitalization Summary (in thousands) | | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Cash, cash equivalents and restricted cash** | $104,199 | $99,511 | | **Long-term debt** | $— | $— | | **Total SandRidge Energy, Inc. stockholders' equity** | $480,167 | $460,531 | | **Total capitalization** | $480,167 | $460,531 | Consolidated Financial Statements (GAAP) [Condensed Consolidated Income Statements](index=8&type=section&id=Condensed%20Consolidated%20Income%20Statements) For the three months ended June 30, 2025, SandRidge reported total revenues of $34.5 million and net income of $19.6 million, a significant increase from $8.8 million in the same period of 2024, boosted by a $6.1 million gain on derivative contracts Income Statement Highlights (in thousands) | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | | | **2025** | **2024** | **2025** | **2024** | | **Total revenues** | $34,531 | $25,977 | $77,135 | $56,260 | | **Total expenses** | $15,997 | $19,757 | $46,412 | $41,622 | | **Income from operations** | $18,534 | $6,220 | $30,723 | $14,638 | | **Net income** | $19,558 | $8,794 | $32,607 | $19,919 | [Condensed Consolidated Balance Sheets](index=9&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, the company's balance sheet shows total assets of $602.3 million, up from $581.5 million at year-end 2024, with total liabilities at $122.1 million and total stockholders' equity increasing to $480.2 million Balance Sheet Highlights (in thousands) | | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $136,107 | $127,653 | | **Total assets** | $602,273 | $581,511 | | **Total current liabilities** | $59,243 | $60,595 | | **Total liabilities** | $122,106 | $120,980 | | **Total stockholders' equity** | $480,167 | $460,531 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash provided by operating activities was $43.2 million, net cash used in investing activities was $23.7 million, and net cash used in financing activities was $14.7 million, primarily for dividends and share repurchases, resulting in a $4.7 million increase in the company's cash position Cash Flow Summary (Six Months Ended June 30, in thousands) | | 2025 | 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $43,181 | $27,093 | | **Net cash used in investing activities** | $(23,745) | $(5,119) | | **Net cash used in financing activities** | $(14,748) | $(64,626) | | **Net increase (decrease) in cash** | $4,688 | $(42,652) | | **Cash, end of period** | $104,199 | $211,292 | Non-GAAP Financial Measures and Reconciliations [Reconciliation of Adjusted Operating Cash Flow and Free Cash Flow](index=11&type=section&id=Reconciliation%20of%20Adjusted%20Operating%20Cash%20Flow%20and%20Free%20Cash%20Flow) For Q2 2025, Adjusted Operating Cash Flow was $25.6 million, and Free Cash Flow was $9.8 million, with these non-GAAP measures used by management to assess the company's ability to internally fund its activities Cash Flow Reconciliation (Q2 2025 vs Q2 2024, in thousands) | | 2Q25 | 2Q24 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $22,850 | $11,412 | | **Adjusted operating cash flow** | $25,561 | $15,384 | | **Free cash flow** | $9,813 | $8,967 | [Reconciliation of Adjusted EBITDA](index=12&type=section&id=Reconciliation%20of%20Adjusted%20EBITDA) Adjusted EBITDA for Q2 2025 was $22.8 million, a significant increase from $12.9 million in Q2 2024, with this non-GAAP measure adjusting net income for items like depreciation, interest, taxes, and non-recurring expenses to provide a clearer view of operating performance Adjusted EBITDA Reconciliation (in thousands) | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | | | **2025** | **2024** | **2025** | **2024** | | **Net Income** | $19,558 | $8,794 | $32,607 | $19,919 | | **EBITDA** | $29,498 | $14,839 | $52,589 | $31,751 | | **Adjusted EBITDA** | $22,822 | $12,934 | $48,313 | $27,651 | [Reconciliation of Adjusted Net Income](index=13&type=section&id=Reconciliation%20of%20Adjusted%20Net%20Income) For Q2 2025, Adjusted Net Income was $12.2 million, or $0.33 per diluted share, compared to $6.4 million, or $0.17 per diluted share, in Q2 2024, with this measure excluding items like gains or losses on derivatives to better reflect operational trends Adjusted Net Income Reconciliation (Q2 2025 vs Q2 2024) | (In thousands, except per share) | 2Q25 | 2Q24 | | :--- | :--- | :--- | | **Net income available to common stockholders** | $19,558 | $8,794 | | **Adjusted net income available to common stockholders** | $12,236 | $6,353 | | **Total adjusted net income per diluted share** | $0.33 | $0.17 | [Reconciliation of Adjusted G&A](index=14&type=section&id=Reconciliation%20of%20Adjusted%20G%26A) Adjusted General & Administrative (G&A) expense for Q2 2025 was $2.4 million, or $1.48 per Boe, representing a 20% reduction on a per-Boe basis compared to Q2 2024, demonstrating improved cost efficiency Adjusted G&A Reconciliation (Q2 2025 vs Q2 2024) | (In thousands, except per Boe) | 2Q25 | 2Q24 | | :--- | :--- | :--- | | **General and administrative** | $3,028 | $3,050 | | **Adjusted G&A** | $2,382 | $2,514 | | **Adjusted G&A per Boe** | $1.48 | $1.85 |

Part I. Condensed Consolidated Financial Information [Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) Net income reached $1.1 million in H1 2025, reversing a $7.1 million loss, driven by 40% revenue growth to $34.1 million [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $78.7 million, and stockholders' equity declined to $49.8 million, mainly due to dividend payments Condensed Consolidated Balance Sheets (in thousands) | Balance Sheet Items | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $40,456 | $39,518 | | **Total Assets** | **$78,652** | **$86,182** | | **Total Current Liabilities** | $24,420 | $23,863 | | **Total Liabilities** | **$28,811** | **$28,334** | | **Total Stockholders' Equity** | **$49,841** | **$57,848** | - Cash, cash equivalents, and short-term investments totaled **$28.2 million** as of June 30, 2025, down from **$32.1 million** at the end of 2024[9](index=9&type=chunk) - Net content assets decreased to **$28.6 million** from **$31.5 million** over the six-month period[9](index=9&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net income reached $1.1 million for H1 2025, reversing a $7.1 million loss, driven by a 53% Q2 revenue increase Q2 2025 vs Q2 2024 Performance (in thousands) | Metric | Q2 2025 | Q2 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Revenues** | $19,012 | $12,395 | $6,617 | 53% | | **Operating Income (Loss)** | $480 | $(2,549) | $3,029 | (119%) | | **Net Income (Loss)** | $784 | $(2,031) | $2,815 | (139%) | | **Diluted EPS** | $0.01 | $(0.04) | $0.02 | $(0.13) | [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity decreased to $49.8 million, primarily due to $11.2 million in dividends declared in H1 2025 - Dividends declared in the first six months of 2025 amounted to **$11.2 million** ($10.388 million in Q2 and $0.862 million in Q1), significantly impacting stockholders' equity[13](index=13&type=chunk) - Stock-based compensation added **$2.1 million** to additional paid-in capital during the first half of 2025[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow was $4.7 million, but financing activities used $14.0 million, mainly due to $12.7 million in dividends Cash Flow Activities (in thousands) | Cash Flow Activities | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $4,711 | $2,856 | | **Net cash provided by investing activities** | $8,303 | $0 | | **Net cash used in financing activities** | $(13,962) | $(1,427) | | **Net (decrease) increase in cash** | $(948) | $1,429 | - The company paid **$12.7 million** in dividends during the first half of 2025, compared to **$1.3 million** in the same period of 2024[18](index=18&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Notes detail business model, revenue shift to Content Licensing (43% of total), and a subsequent $0.08 dividend declaration Disaggregated Revenues (Six Months Ended June 30, in thousands) | Revenue Stream | 2025 | % of Total | 2024 | % of Total | | :--- | :--- | :--- | :--- | :--- | | **Total Direct Business** | $17,092 | 50% | $19,452 | 80% | | **Total Content Licensing** | $14,753 | 43% | $2,481 | 10% | | **Bundled Distribution** | $1,493 | 4% | $2,226 | 9% | | **Other** | $764 | 2% | $237 | 1% | | **Total Revenues** | **$34,102** | **100%** | **$24,396** | **100%** | - The company's business model includes Direct-to-Consumer (DTC), Partner Direct, Bundled Distribution, and Content Licensing arrangements[20](index=20&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) - As a subsequent event, on August 5, 2025, the Board declared a quarterly cash dividend of **$0.08 per share**, totaling approximately **$4.6 million**, to be paid in September 2025[102](index=102&type=chunk) - As of June 30, 2025, the company had content obligations of **$0.7 million** and advertising commitments of **$1.7 million**, both expected to be paid by year-end 2025[96](index=96&type=chunk)[99](index=99&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Q2 operating income improved to $0.5 million, driven by a 53% revenue surge from AI content licensing, despite direct business decline [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Q2 2025 operating income was $0.5 million, a $3.0 million improvement, driven by 53% revenue growth from content licensing Q2 2025 vs Q2 2024 Performance (in thousands) | Metric | Q2 2025 | Q2 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $19,012 | $12,395 | $6,617 | 53% | | **Total Operating Expenses** | $18,532 | $14,944 | $3,588 | 24% | | **Operating Income (Loss)** | $480 | $(2,549) | $3,029 | (119%) | | **Net Income (Loss)** | $784 | $(2,031) | $2,815 | (139%) | [Revenue Analysis](index=31&type=section&id=Revenue%20Analysis) Q2 revenue rose 53% to $19.0 million, primarily from a 609% surge in AI content licensing, offsetting direct business decline - Content Licensing revenue surged **609%** YoY in Q2 2025, driven by new licensing agreements for AI model training[124](index=124&type=chunk)[125](index=125&type=chunk) - Direct Business revenue decreased by **15%** YoY in Q2 2025, as a **34%** increase in Partner Direct revenue was not enough to offset a **25%** decline in Direct-to-Consumer (DTC) revenue from a lower subscriber count[121](index=121&type=chunk)[122](index=122&type=chunk) - Bundled Distribution revenue declined **15%** YoY due to revised affiliate agreements and non-renewals[127](index=127&type=chunk) [Operating Expenses Analysis](index=33&type=section&id=Operating%20Expenses%20Analysis) Operating expenses increased 24% to $18.5 million, driven by a 48% rise in Cost of Revenues from licensing deals Cost of Revenues Breakdown (Q2, in thousands) | Component | 2025 | 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Distribution | $4,319 | $631 | $3,688 | 584% | | Content amortization | $3,600 | $4,685 | $(1,085) | (23%) | | Other | $945 | $688 | $257 | 37% | | **Total Cost of Revenues** | **$8,864** | **$6,004** | **$2,860** | **48%** | - General and Administrative expenses increased **7%** in Q2 2025, driven by a **67%** rise in stock-based compensation expense[137](index=137&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity includes $7.0 million cash and $23.7 million investments, sufficient for operations despite $12.7 million in H1 dividends - The company's liquidity position as of June 30, 2025, includes **$7.0 million** in cash and restricted cash, and **$23.7 million** in investments in debt securities[141](index=141&type=chunk) - In H1 2025, the company paid three dividends: a **$0.04** regular dividend, a **$0.08** regular dividend, and a **$0.10** special dividend, totaling approximately **$12.7 million**[147](index=147&type=chunk) - The company has a **$4 million** share repurchase program, with **$0.25 million** utilized as of June 30, 2025[148](index=148&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company deems this item not applicable, providing no disclosures on market risk - No quantitative and qualitative disclosures regarding market risk were provided, as the company deemed them not applicable[161](index=161&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal controls - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the quarter[163](index=163&type=chunk) - No material changes to the internal control over financial reporting were identified during the quarter ended June 30, 2025[164](index=164&type=chunk) Part II. Other Information [Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The company is not involved in any legal proceedings expected to materially impact its business or financials - The company is not presently involved in any material legal proceedings[167](index=167&type=chunk) [Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) A new risk factor addresses the uncertainty of sustaining revenues from AI content licensing due to market evolution and legal issues - A new risk factor was introduced related to the company's business of licensing content for training generative AI models[170](index=170&type=chunk) - The AI content licensing market is new, rapidly evolving, and there is no assurance the company can sustain revenues from it due to potential competition, legal uncertainties regarding intellectual property, and fluctuating demand for AI models[171](index=171&type=chunk)[172](index=172&type=chunk) [Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed, including CEO/CFO certifications and Inline XBRL documents Part III. Signatures