[Financial Results and Highlights](index=1&type=section&id=Financial%20Results%20and%20Highlights) OBDC reported solid Q2 2025 earnings with adjusted NII of $0.40 per share, a slight NAV decrease, and strong portfolio fundamentals with low non-accruals [Second Quarter 2025 Highlights](index=1&type=section&id=Second%20Quarter%202025%20Highlights) OBDC reported solid Q2 2025 earnings with adjusted NII of $0.40 per share, a slight NAV decrease, and strong portfolio fundamentals with non-accrual investments at 0.7% of fair value - The CEO highlighted another quarter of **solid earnings**, generating a **10.6% annualized return** on adjusted net investment income, and emphasized the portfolio's strong fundamental performance[4](index=4&type=chunk) Q2 2025 Key Metrics vs. Q1 2025 | Metric | Q2 2025 | Q1 2025 | | :--- | :--- | :--- | | GAAP NII per share | $0.42 | - | | Adjusted NII per share | $0.40 | $0.39 | | NAV per share | $15.03 | $15.14 | | Investments on Non-Accrual (at FV) | 0.7% | 0.8% | - Investment activity in Q2 2025 showed new commitments of **$1.1 billion**, which was exceeded by **$1.9 billion** in sales and repayments, indicating a net portfolio paydown during the quarter[6](index=6&type=chunk) [Dividend Declarations](index=1&type=section&id=Dividend%20Declarations) The Board declared a regular Q3 dividend of $0.37 per share and a supplemental Q2 dividend of $0.02 per share, totaling $0.39 per share for the quarter Dividend Details | Dividend Type | Quarter | Amount per Share | Record Date | Payable Date | | :--- | :--- | :--- | :--- | :--- | | Regular | Q3 2025 | $0.37 | Sep 30, 2025 | On or before Oct 15, 2025 | | Supplemental | Q2 2025 | $0.02 | Aug 29, 2025 | On or before Sep 15, 2025 | - The total dividends declared of **$0.39 per share** for the second quarter represent an annualized dividend yield of **10.4%**[6](index=6&type=chunk) [Select Financial Highlights](index=2&type=section&id=Select%20Financial%20Highlights) Key financial metrics for Q2 2025 show adjusted NII per share at $0.40 and net debt-to-equity decreasing to 1.17x from 1.26x Comparative Financial Highlights (Per Share) | Per Share Amounts | Q2 2025 | Q1 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | GAAP NII | $0.42 | $0.41 | $0.48 | | Adjusted NII | $0.40 | $0.39 | $0.48 | | Net Asset Value (NAV) | $15.03 | $15.14 | $15.36 | Balance Sheet and Leverage Highlights | ($ in thousands, except ratio) | Q2 2025 | Q1 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | Total investments at fair value | $16,868,782 | $17,692,006 | $13,341,982 | | Net assets | $7,682,397 | $7,739,089 | $5,994,284 | | Net debt-to-equity | 1.17x | 1.26x | 1.20x | [Portfolio Analysis](index=2&type=section&id=Portfolio%20Analysis) The portfolio was valued at $16.9 billion, diversified across 233 companies, with 75.8% in first-lien senior secured debt and non-accruals at 0.7% of fair value [Portfolio Composition and Quality](index=2&type=section&id=Portfolio%20Composition%20and%20Quality) The $16.9 billion portfolio is diversified across 233 companies, with 75.8% in first-lien senior secured debt and non-accruals at a low 0.7% of fair value - The portfolio consists of investments in **233 companies** across **30 industries**, with an aggregate size of **$16.9 billion** and an average investment size of **$72.4 million** at fair value as of June 30, 2025[10](index=10&type=chunk) Portfolio Composition by Investment Type (at Fair Value) | Investment Type | Q2 2025 % of Total | Q1 2025 % of Total | | :--- | :--- | :--- | | First-lien senior secured debt | 75.8% | 77.5% | | Second-lien senior secured debt | 5.4% | 5.0% | | Unsecured debt | 2.2% | 2.1% | | Preferred equity | 3.3% | 3.1% | | Common equity | 11.0% | 10.2% | Key Portfolio Metrics | Metric | Q2 2025 | Q1 2025 | | :--- | :--- | :--- | | % of debt investments at floating rates | 97.6% | 96.5% | | Weighted avg. yield of accruing debt (at FV) | 10.6% | 10.7% | | % of investments on non-accrual (at FV) | 0.7% | 0.8% | [Portfolio and Investment Activity](index=3&type=section&id=Portfolio%20and%20Investment%20Activity) Q2 2025 saw $1.1 billion in new commitments and $1.9 billion in sales/repayments, leading to a net portfolio reduction, with new debt investments 99.0% floating rate - For Q2 2025, new investment commitments were **$1.1 billion**, while sales and repayments totaled **$1.9 billion**[12](index=12&type=chunk)[13](index=13&type=chunk) - This compares to **$1.2 billion** in commitments and **$1.1 billion** in repayments in Q1 2025[13](index=13&type=chunk) Investment Activity for the Three Months Ended June 30 | ($ in thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Total new investment commitments | $1,116,767 | $3,296,799 | | Total principal amount of new investments funded | $906,035 | $2,305,430 | | Total principal amount of investments sold or repaid | $(1,906,887) | $(1,146,773) | - New debt investment commitments in Q2 2025 were **99.0% floating rate**, with a weighted average spread over the applicable base rate of **5.4%**[14](index=14&type=chunk) [Financial Performance Analysis](index=5&type=section&id=Financial%20Performance%20Analysis) Investment income increased to $485.8 million in Q2 2025 due to higher non-recurring income, while total operating expenses rose to $266.8 million, driven by increased interest expense and merger-related fees [Results of Operations](index=5&type=section&id=Results%20of%20Operations) Q2 2025 investment income increased to $485.8 million due to non-recurring income, while total operating expenses rose to $266.8 million from merger-related costs [Investment Income](index=5&type=section&id=Investment%20Income) Investment income increased to $485.8 million in Q2 2025, primarily driven by a significant rise in non-recurring income from unscheduled paydowns - The increase in investment income was primarily due to a rise in prepayment-related income and accelerated amortization of upfront fees from unscheduled paydowns[16](index=16&type=chunk) Income from Unscheduled Paydowns | Period | Amount | | :--- | :--- | | Q2 2025 | $32.1 million | | Q1 2025 | $8.2 million | [Expenses](index=5&type=section&id=Expenses) Total operating expenses increased to $266.8 million in Q2 2025, mainly due to higher interest, management, and incentive fees from the recent merger - The primary drivers for the increase in total operating expenses were higher interest expense, management fees, and incentive fees resulting from the Merger[17](index=17&type=chunk) [Liquidity and Capital Resources](index=5&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company maintained strong liquidity with $360.2 million cash, $9.3 billion debt, and $3.7 billion undrawn capacity, complying with all covenants Liquidity Position as of June 30, 2025 | Metric | Amount | | :--- | :--- | | Cash and restricted cash | $360.2 million | | Total principal value of debt outstanding | $9.3 billion | | Undrawn capacity on credit facilities | $3.7 billion | | Unsecured notes | $5.5 billion | - The company's funding mix was composed of **41% secured** and **59% unsecured** borrowings, and it was in compliance with all financial covenants under its credit facilities[18](index=18&type=chunk) [Consolidated Financial Statements](index=7&type=section&id=Consolidated%20Financial%20Statements) This section presents detailed consolidated financial statements, including highlights, balance sheets, and statements of operations, providing a comprehensive view of the company's financial position and performance [Financial Highlights (Detailed)](index=7&type=section&id=Financial%20Highlights%20%28Detailed%29) Detailed financial highlights compare GAAP and Non-GAAP metrics, showing Q2 2025 total investment income of $485.8 million and GAAP net investment income of $216.7 million Detailed Financial Highlights | ($ in thousands, except per share) | Q2 2025 | Q1 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | Total investment income | $485,843 | $464,646 | $396,760 | | Net investment income | $216,708 | $201,302 | $189,134 | | NII per share (GAAP) | $0.42 | $0.41 | $0.48 | | Adjusted NII per share (Non-GAAP) | $0.40 | $0.39 | $0.48 | | Net increase in net assets | $137,506 | $242,635 | $122,220 | [Consolidated Statements of Assets and Liabilities](index=8&type=section&id=Consolidated%20Statements%20of%20Assets%20and%20Liabilities) As of June 30, 2025, the balance sheet shows total assets of $17.4 billion, total liabilities of $9.7 billion, and net assets of $7.7 billion, with NAV per share at $15.03 Balance Sheet Summary | ($ in thousands) | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Total investments at fair value | $16,868,782 | $13,194,545 | | Total Assets | $17,398,476 | $13,865,564 | | Total Liabilities | $9,716,079 | $7,912,723 | | Total Net Assets | $7,682,397 | $5,952,841 | | Net Asset Value Per Share | $15.03 | $15.26 | [Consolidated Statements of Operations](index=9&type=section&id=Consolidated%20Statements%20of%20Operations) For Q2 2025, total investment income was $485.8 million, operating expenses $266.8 million, resulting in net investment income of $216.7 million and a net asset increase of $137.5 million Income Statement Summary (Three Months Ended June 30) | ($ in thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Total Investment Income | $485,843 | $396,760 | | Total Operating Expenses | $266,849 | $205,216 | | Net Investment Income After Taxes | $216,708 | $189,134 | | Total Net Realized and Unrealized Gain (Loss) | $(79,202) | $(66,914) | | Net Increase in Net Assets | $137,506 | $122,220 | [Non-GAAP Financial Measures](index=10&type=section&id=Non-GAAP%20Financial%20Measures) This section explains and reconciles non-GAAP financial measures, such as Adjusted Net Investment Income, used by management to provide a clearer view of operational performance by excluding merger-related accounting impacts [Explanation of Non-GAAP Measures](index=10&type=section&id=Explanation%20of%20Non-GAAP%20Measures) Non-GAAP measures, like Adjusted Net Investment Income, are used to clarify operational performance by excluding non-cash income and gains from Merger accounting under ASC 805 - The Merger with OBDE was accounted for as an asset acquisition, establishing a new cost basis for acquired investments, which creates non-cash accretion/amortization through interest income and unrealized gains/losses[35](index=35&type=chunk) - Management uses non-GAAP measures like 'Adjusted Net Investment Income' to evaluate ongoing results without the distorting effects of the Merger's purchase accounting, which also aligns with the calculation of incentive fees payable to the Adviser[36](index=36&type=chunk) - Key non-GAAP measures include 'Adjusted Total Investment Income' and 'Adjusted Net Investment Income', which exclude the amortization or accretion of interest income resulting from the new cost basis established by ASC 805[37](index=37&type=chunk) [Reconciliation of Non-GAAP Measures](index=11&type=section&id=Reconciliation%20of%20Non-GAAP%20Measures) Tables reconcile GAAP to non-GAAP metrics, showing Q2 2025 GAAP Net Investment Income of $217 million adjusted to $206 million, or $0.40 per share Reconciliation of Net Investment Income (Q2 2025) | ($ in millions, except per share) | Amount | Per Share | | :--- | :--- | :--- | | Net investment income (GAAP) | $217 | $0.42 | | Less: purchase discount amortization | $(11) | $(0.02) | | **Adjusted net investment income (Non-GAAP)** | **$206** | **$0.40** | Reconciliation of Net Increase in Net Assets (Q2 2025) | ($ in millions, except per share) | Amount | Per Share | | :--- | :--- | :--- | | Net increase in net assets (GAAP) | $138 | $0.27 | | Adjustments for purchase discount | $0 | $0.00 | | **Adjusted net increase in net assets (Non-GAAP)** | **$138** | **$0.27** | [Corporate Information and Events](index=5&type=section&id=Corporate%20Information%20and%20Events) This section provides an overview of Blue Owl Capital Corporation and details regarding its upcoming conference call and webcast for Q2 2025 financial results [About Blue Owl Capital Corporation](index=6&type=section&id=About%20Blue%20Owl%20Capital%20Corporation) Blue Owl Capital Corporation (OBDC) is a BDC lending to U.S. middle-market companies, with a $16.9 billion portfolio across 233 companies as of June 30, 2025 - OBDC is a specialty finance company focused on lending to U.S. middle-market companies and is regulated as a business development company (BDC)[24](index=24&type=chunk) - As of June 30, 2025, OBDC's portfolio was valued at **$16.9 billion** across **233 portfolio companies**[24](index=24&type=chunk) [Conference Call and Webcast Information](index=5&type=section&id=Conference%20Call%20and%20Webcast%20Information) The company will host a conference call and webcast on August 7, 2025, at 10:00 a.m. ET, to discuss Q2 2025 financial results, with replay options available - The conference call is scheduled for **August 7, 2025, at 10:00 a.m. Eastern Time**[19](index=19&type=chunk) - Participants can access the call via webcast on the company's website or by using the provided domestic and international dial-in numbers[19](index=19&type=chunk)[20](index=20&type=chunk)[22](index=22&type=chunk) - An archived replay of the call will be available for **14 days** via the website and dial-in numbers[21](index=21&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (I.R.S. Employer Identification No.) (Mark One) ☒ 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: 001-40430 FLYWIRE CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 27- ...

For: Alamo Group Inc. Contact: Edward Rizzuti EVP Corporate Development & Investor Relations 830-372-9600 Financial Relations Board Joe Calabrese 212-827-3772 ALAMO GROUP ANNOUNCES STRONG OPERATING RESULTS FOR THE SECOND QUARTER 2025 SEGUIN, Texas, August 6, 2025 -- Alamo Group Inc. (NYSE: ALG) today reported results for the second quarter ended June 30, 2025. Highlights: ▪ Net Sales of $419.1 million, up 0.7% vs. the second quarter of 2024 and up 7.2% vs. the first quarter of 2025 ▪ Industrial Equipment Di ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) MaxCyte, Inc.'s unaudited condensed consolidated financial statements reveal decreased assets and equity, increased net loss, and higher operating cash outflows [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents MaxCyte, Inc.'s unaudited condensed consolidated financial statements and detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show a decrease in total assets and stockholders' equity, with new goodwill and intangible assets from an acquisition **Condensed Consolidated Balance Sheet Highlights (in thousands):** | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $15,225 | $27,884 | | Short-term investments, at amortized cost | $111,337 | $126,598 | | Total current assets | $143,219 | $171,684 | | Goodwill | $3,748 | — | | Intangible assets, net | $638 | — | | Total assets | $219,750 | $239,470 | | Total current liabilities | $11,555 | $15,775 | | Total liabilities | $29,027 | $33,219 | | Total stockholders' equity | $190,723 | $206,251 | | Accumulated deficit | $(239,471) | $(216,853) | - Goodwill and intangible assets, net, increased significantly from zero at December 31, 2024, to **$3,748k** and **$638k** respectively, at June 30, 2025, primarily due to the acquisition of SeQure Dx Inc[10](index=10&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations indicate decreased revenue and increased net loss for both the three and six months ended June 30, 2025 **Condensed Consolidated Statements of Operations Highlights (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 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $8,507 | $10,429 | $18,897 | $21,770 | | Gross profit | $6,988 | $8,941 | $15,881 | $18,879 | | Operating loss | $(14,227) | $(11,968) | $(26,522) | $(24,243) | | Net loss | $(12,357) | $(9,375) | $(22,618) | $(18,901) | | Basic and diluted net loss per share | $(0.12) | $(0.09) | $(0.21) | $(0.18) | - Revenue decreased by **18.4%** for the three months and **13.2%** for the six months ended June 30, 2025, compared to the same periods in 2024[11](index=11&type=chunk) - Net loss increased by **31.8%** for the three months and **19.7%** for the six months ended June 30, 2025, compared to the same periods in 2024[11](index=11&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity decreased, primarily due to an increased accumulated deficit resulting from ongoing net losses **Changes in Stockholders' Equity Highlights (in thousands):** | Metric | June 30, 2025 | June 30, 2024 | | :-------------------------- | :------------ | :------------ | | Total Stockholders' Equity | $190,723 | $221,261 | | Accumulated Deficit | $(239,471) | $(194,699) | | Stock-based compensation expense (6 months) | $6,553 | $6,579 | | Net loss (6 months) | $(22,618) | $(18,901) | - The accumulated deficit increased significantly from **$(175,798)k** at January 1, 2024, to **$(239,471)k** at June 30, 2025, primarily due to ongoing net losses[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flow statements show increased net cash used in operating activities and a net decrease in cash and cash equivalents **Condensed Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30, in thousands):** | Activity | 2025 | 2024 | | :-------------------------------- | :--------- | :--------- | | Net cash used in operating activities | $(24,263) | $(15,398) | | Net cash provided by investing activities | $11,067 | $4,989 | | Net cash provided by financing activities | $537 | $1,416 | | **Net decrease in cash and cash equivalents** | **$(12,659)** | **$(8,993)** | | Cash and cash equivalents, end of period | $15,225 | $37,513 | - Net cash used in operating activities increased by **$8,865k** in the first six months of 2025 compared to 2024, primarily driven by the higher net loss[15](index=15&type=chunk) - Net cash provided by investing activities more than doubled in the first six months of 2025, reaching **$11,067k**, largely due to maturities of investments offsetting purchases[15](index=15&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of the company's accounting policies, revenue recognition, equity, and recent business combination [Note 1. Organization and Description of Business](index=8&type=section&id=Note%201.%20Organization%20and%20Description%20of%20Business) MaxCyte, Inc. is a global life sciences company focused on cell engineering technology, offering instruments, consumables, and services - MaxCyte, Inc. is a global life sciences company focused on advancing next-generation cell therapies using its proprietary cell engineering technology platform[17](index=17&type=chunk) - The company licenses and sells instruments, processing assemblies (PAs), and consumables, and provides gene-editing assessment services[17](index=17&type=chunk) - Completed its U.S. IPO on July 29, 2021, generating **$184,268k** in aggregate net proceeds[18](index=18&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=8&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the company's U.S. GAAP-compliant accounting policies, including those for the SeQure Dx Inc. acquisition and revenue recognition - The unaudited condensed consolidated interim financial statements are prepared in accordance with U.S. GAAP, including material accounting entries for the preliminary purchase accounting of SeQure Dx Inc. in the interim period ended June 30, 2025[19](index=19&type=chunk) - The company's significant accounting policies have not materially changed from its 2024 Form 10-K[20](index=20&type=chunk) - The consolidated financial statements include MaxCyte, Inc. and its wholly-owned subsidiaries, SeQure and CCTI, Inc[21](index=21&type=chunk) **Significant Customer Concentration (Revenue):** | Period | Customer 1 | Customer 2 | | :-------------------------------- | :--------- | :--------- | | Three months ended June 30, 2025 | 25% | 15% | | Six months ended June 30, 2025 | 27% | N/A | - Allowance for expected credit losses was **$10k** at June 30, 2025, compared to no allowance at December 31, 2024[25](index=25&type=chunk) - Intangible assets with definite lives are amortized over **7 to 15 years**, while goodwill and indefinite-lived intangible assets are subject to annual impairment testing[26](index=26&type=chunk)[27](index=27&type=chunk) - Anti-dilutive shares excluded from diluted loss per share totaled **19.5 million** for the three and six months ended June 30, 2025[33](index=33&type=chunk) - The company is evaluating ASU 2023-09 (Income Taxes) and ASU 2024-03 (Expense Disaggregation Disclosures) for potential impacts on future financial statements[34](index=34&type=chunk)[35](index=35&type=chunk) [Note 3. Revenue](index=14&type=section&id=Note%203.%20Revenue) Revenue is primarily derived from product sales, licenses, and assay services, with specific recognition policies for milestone payments and royalties - Revenue is primarily generated from the sale of instruments, processing assemblies (PAs), and consumables, Assay Services, extended warranties, and license agreements, including customer-specific milestone payments and royalty fees[36](index=36&type=chunk) - Revenue from Strategic Platform Licenses (SPLs) milestones is recognized only when the customer achieves the milestone or sales royalties are earned[37](index=37&type=chunk) **Disaggregation of Revenue by Type (in thousands):** | Revenue 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 | | :------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Product sales | $5,269 | $4,736 | $10,585 | $10,096 | | Licenses | $2,928 | $5,464 | $7,605 | $11,222 | | Assay and other service revenue | $310 | $229 | $707 | $452 | | **Total Revenue** | **$8,507** | **$10,429** | **$18,897** | **$21,770** | - Deferred revenue was **$2,888k** at June 30, 2025, a decrease from **$5,525k** at December 31, 2024[39](index=39&type=chunk) - The company recognized **$4,416k** of revenue from deferred revenue during the six months ended June 30, 2025[41](index=41&type=chunk) [Note 4. Stockholders' Equity](index=16&type=section&id=Note%204.%20Stockholders'%20Equity) This note details changes in stockholders' equity, including share issuances, equity incentive plans, and stock-based compensation expenses - During the six months ended June 30, 2025, the company issued **309,535 shares** from stock option exercises, **503,332 shares** from RSU vesting, and **68,179 shares** under the ESPP[43](index=43&type=chunk) - Stockholders approved an increase of **2,950,000 shares** for the 2022 Equity Incentive Plan on June 18, 2025[50](index=50&type=chunk) - As of June 30, 2025, **5,443,100 shares** were available for issuance under the 2022 Plan[50](index=50&type=chunk) - Total unrecognized compensation expense was **$19,494k** at June 30, 2025, to be recognized over an estimated weighted-average period of **2.6 years**[51](index=51&type=chunk) **Weighted-Average Fair Value of Equity Awards (Per Share/Unit):** | Award Type | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :--------- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Stock Options | $1.17 | $2.45 | $1.72 | $2.28 | | RSUs | $2.16 | $4.69 | $3.05 | $4.43 | | PSUs | N/A | N/A | $3.29 | $4.31 | - PSU grants for 2024 and 2025 are determined to be probable to vest at **75%** of the target number[54](index=54&type=chunk) **Stock-based Compensation Expense by Category (in thousands):** | Category | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :------------------------ | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | General and administrative | $2,276 | $1,841 | $4,092 | $3,521 | | Sales and marketing | $640 | $824 | $1,230 | $1,450 | | Research and development | $598 | $899 | $1,231 | $1,608 | | **Total** | **$3,514** | **$3,564** | **$6,553** | **$6,579** | [Note 5. Condensed Consolidated Balance Sheet Components](index=20&type=section&id=Note%205.%20Condensed%20Consolidated%20Balance%20Sheet%20Components) This section provides a detailed breakdown of inventory, property and equipment, and intangible assets, including amortization details **Inventory Components (in thousands):** | Component | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Raw materials inventory | $4,119 | $4,717 | | Finished goods inventory | $3,477 | $3,927 | | Work in progress | $337 | $270 | | **Total inventory** | **$7,933** | **$8,914** | - Inventory allowance decreased from **$1,718k** at December 31, 2024, to **$1,218k** at June 30, 2025[58](index=58&type=chunk) **Property and Equipment, Net (in thousands):** | Component | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Leasehold improvements | $14,787 | $14,727 | | Furniture and equipment | $13,677 | $11,946 | | Internal-use software | $4,635 | $4,349 | | Instruments | $1,982 | $2,005 | | Construction in process | $838 | $272 | | Accumulated depreciation and amortization | $(16,515) | $(13,592) | | **Property and equipment, net** | **$19,404** | **$19,707** | **Intangible Assets with Finite Lives (June 30, 2025, in thousands):** | Asset Type | Weighted Average Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | | :-------------------- | :-------------------- | :-------------------- | :----------------------- | :------------------ | | Developed technology | 15 years | $432 | $(12) | $420 | | Trade names | 10 years | $168 | $(6) | $162 | | Customer relationships | 7 years | $59 | $(3) | $56 | | **Total intangible assets** | | **$659** | **$(21)** | **$638** | - Amortization expense of intangible assets was **$21k** for the six months ended June 30, 2025, resulting from the SeQure acquisition[63](index=63&type=chunk) [Note 6. Fair Value](index=21&type=section&id=Note%206.%20Fair%20Value) The company's financial instruments are primarily measured at amortized cost, with no recurring fair value measurements and a contingent consideration liability - The company had no financial assets or liabilities measured at fair value on a recurring basis as of June 30, 2025, and December 31, 2024[65](index=65&type=chunk) - No impairment was recognized on investments measured at fair value on a non-recurring basis during the three and six months ended June 30, 2025 and 2024[66](index=66&type=chunk) **Financial Instruments Measured at Fair Value (Non-Recurring, June 30, 2025, in thousands):** | Description | Classification | Amortized Cost | Aggregate Fair Value | | :---------------------------------------- | :-------------------- | :------------- | :------------------- | | Money market funds and cash equivalents | Cash equivalents | $13,751 | $13,751 | | Commercial paper | Short-term investments | $33,763 | $33,754 | | U.S. Treasury securities and government agency bonds | Short-term investments | $61,640 | $61,713 | | Corporate debt | Short-term investments | $15,934 | $15,937 | | Corporate debt | Long-term investments | $11,540 | $11,563 | | U.S. Treasury securities and government agency bonds | Long-term investments | $27,060 | $27,129 | | **Total** | | **$163,688** | **$163,847** | - The fair value of contingent consideration from the SeQure acquisition was estimated at **$25k** as of June 30, 2025, classified within Level 3 of the Fair Value hierarchy[68](index=68&type=chunk) [Note 7. Commitments and Contingencies](index=22&type=section&id=Note%207.%20Commitments%20and%20Contingencies) This note outlines the company's lease obligations and other potential liabilities, including the Headquarters and SeQure leases - The company's Headquarters Lease expires on **August 31, 2035**, and the SeQure Lease expires on **December 31, 2027**[70](index=70&type=chunk)[72](index=72&type=chunk) **Total Lease Cost (in thousands):** | Period | 2025 | 2024 | | :---------------------- | :--- | :--- | | Three months ended June 30 | $847 | $749 | | Six months ended June 30 | $1,645 | $1,498 | - The weighted-average remaining lease term for operating leases was **9.8 years** as of June 30, 2025[73](index=73&type=chunk) - The present value of lease liabilities was **$18,507k** as of June 30, 2025[73](index=73&type=chunk) [Note 8. Business Combination](index=26&type=section&id=Note%208.%20Business%20Combination) MaxCyte acquired SeQure Dx, Inc. in January 2025 to expand its gene-editing assessment services, impacting goodwill and intangible assets - On January 29, 2025, MaxCyte acquired **100%** of SeQure Dx, Inc., a provider of gene-editing assessment services, to strengthen its cell and gene therapy offerings[74](index=74&type=chunk) - The preliminary purchase price was **$2,339k**, comprising **$2,314k** cash and **$25k** in contingent consideration, with a maximum potential contingent consideration of **$2,500k**[74](index=74&type=chunk) **Preliminary Purchase Price Allocation (in thousands):** | Asset/Liability | Amount | | :---------------------------------------- | :----- | | Cash and cash equivalents | $541 | | Prepaid expenses and other current assets | $142 | | Property and equipment, net | $747 | | Right-of-use asset - operating leases | $956 | | Goodwill | $3,748 | | Intangible assets, net | $659 | | Other assets | $125 | | Accounts payable, accrued expenses and deferred revenue | $(3,513) | | Operating lease liability, current | $(385) | | Operating lease liability, net of current portion | $(681) | | **Total allocated purchase price** | **$2,339** | - Transaction expenses related to the acquisition totaled **$915k**, included in general and administrative expenses for the six months ended June 30, 2025[79](index=79&type=chunk) - SeQure contributed **$468k** in revenue and a net loss of **$2,975k** to MaxCyte's consolidated financial statements for the six months ended June 30, 2025[80](index=80&type=chunk) **Pro Forma Consolidated Financial Results (if SeQure acquired Jan 1, 2024, in thousands):** | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :-------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Revenue | $8,507 | $10,858 | $19,082 | $22,688 | | Operating loss | $(14,227) | $(13,664) | $(28,409) | $(27,782) | | Net loss | $(12,357) | $(11,071) | $(24,505) | $(22,440) | | Basic and diluted loss per share | $(0.12) | $(0.11) | $(0.23) | $(0.22) | [Note 9. Segment Reporting](index=28&type=section&id=Note%209.%20Segment%20Reporting) The company operates as a single cell engineering technology segment, with revenue disaggregated into core and non-core categories by type and geography - The company operates as a single reportable segment: cell engineering technology[82](index=82&type=chunk) - Core revenue includes instrument sales, PAs and consumables, research and clinical licenses, and functional licenses, while non-core revenue consists of Strategic Platform License (SPL) program-related revenue[82](index=82&type=chunk) **Revenue by Type (in thousands):** | Revenue Type | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :--------------- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Core revenue | $8,198 | $7,575 | $16,441 | $15,762 | | Non-core revenue | $309 | $2,854 | $2,456 | $6,008 | | **Total revenue** | **$8,507** | **$10,429** | **$18,897** | **$21,770** | **Revenue by Geographic Location (in thousands):** | Region | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :------------------------ | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Inside the United States | $5,313 | $7,287 | $13,347 | $15,304 | | Outside the United States | $3,194 | $3,142 | $5,550 | $6,466 | | **Total revenue** | **$8,507** | **$10,429** | **$18,897** | **$21,770** | [Note 10. Related Party Transactions](index=29&type=section&id=Note%2010.%20Related%20Party%20Transactions) This note discloses sales and accounts receivable from a related party customer with a shared Board member - Sales to a related party customer (with a shared Board member) were **$18k** for the three months and **$20k** for the six months ended June 30, 2025[86](index=86&type=chunk) - Accounts receivable from this related party customer totaled **$18k** as of June 30, 2025[86](index=86&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, highlighting decreased total revenue, increased operating and net losses, and future funding considerations [Special Note Regarding Forward-Looking Statements](index=30&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section cautions investors that the report contains forward-looking statements subject to substantial risks and uncertainties, which the company is not obligated to update - The report contains forward-looking statements concerning future growth, business strategy, financial condition, and market potential, which are subject to substantial risks, uncertainties, and assumptions[89](index=89&type=chunk)[91](index=91&type=chunk) - Investors are cautioned not to unduly rely on these statements, and the company undertakes no obligation to update them[92](index=92&type=chunk)[93](index=93&type=chunk) [Overview](index=34&type=section&id=Overview) MaxCyte is a commercial cell engineering company leveraging its proprietary Flow Electroporation® technology, facing continued net losses due to growth investments - MaxCyte is a commercial cell engineering company utilizing its proprietary Flow Electroporation® technology (ExPERT platform) to advance cell therapeutics[98](index=98&type=chunk)[99](index=99&type=chunk) - The ExPERT platform is validated by a broad customer base, including **31 Strategic Platform License (SPL) partners**, and is supported by over **200 granted U.S. and foreign patents**[99](index=99&type=chunk)[100](index=100&type=chunk) - The company incurred a net loss of **$22.6 million** for the six months ended June 30, 2025, and had an accumulated deficit of **$240.0 million**, expecting continued losses due to growth investments[101](index=101&type=chunk) [Recent Developments](index=36&type=section&id=Recent%20Developments) Recent developments include the acquisition of SeQure Dx, Inc. and the signing of three new Strategic Platform License agreements in 2025 - In January 2025, MaxCyte acquired SeQure Dx, Inc. to expand its cell and gene therapy assessment services[103](index=103&type=chunk) - The company signed three new Strategic Platform License (SPL) agreements in 2025 with TG Therapeutics, Anocca AB, and Adicet Bio[104](index=104&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, comparing revenue, gross profit, and operating expenses for the three and six months ended June 30, 2025 and 2024 [Comparison of the Three Months Ended June 30, 2025 and 2024](index=36&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) This comparison highlights an 18% decrease in total revenue, driven by a significant decline in SPL program-related revenue, despite core revenue growth **Revenue Breakdown (Three Months Ended June 30, in thousands):** | Revenue Type | 2025 | 2024 | Change Amount (in thousands) | Change % | | :-------------------- | :--- | :--- | :------------ | :------- | | Core revenue | $8,198 | $7,575 | $623 | 8% | | SPL Program-related | $309 | $2,854 | $(2,545) | (89%) | | **Total revenue** | **$8,507** | **$10,429** | **$(1,922)** | **(18%)** | - Gross margin decreased to **82%** in Q2 2025 from **86%** in Q2 2024, primarily due to a decrease in program-related revenue[117](index=117&type=chunk) **Operating Expenses (Three Months Ended June 30, in thousands):** | Expense Type | 2025 | 2024 | Change Amount (in thousands) | Change % | | :-------------------------- | :--- | :--- | :------------ | :------- | | Research and development | $6,269 | $5,619 | $650 | 12% | | Sales and marketing | $5,786 | $6,617 | $(831) | (13%) | | General and administrative | $8,080 | $7,639 | $441 | 6% | | Depreciation and amortization | $1,080 | $1,034 | $46 | 4% | | **Total operating expenses** | **$21,215** | **$20,909** | **$306** | **1%** | - Interest income decreased by **28%** due to lower interest rates and average cash and investment balances[135](index=135&type=chunk) [Comparison of the Six Months Ended June 30, 2025 and 2024](index=44&type=section&id=Comparison%20of%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This comparison shows a 13% decrease in total revenue, primarily due to reduced SPL program-related revenue, alongside changes in operating expenses **Revenue Breakdown (Six Months Ended June 30, in thousands):** | Revenue Type | 2025 | 2024 | Change Amount (in thousands) | Change % | | :-------------------- | :--- | :--- | :------------ | :------- | | Core revenue | $16,441 | $15,762 | $679 | 4% | | SPL Program-related | $2,456 | $6,008 | $(3,552) | (59%) | | **Total revenue** | **$18,897** | **$21,770** | **$(2,873)** | **(13%)** | - Gross margin decreased to **84%** for the six months ended June 30, 2025, from **87%** in the prior year, primarily due to the decrease in program-related revenue[140](index=140&type=chunk) **Operating Expenses (Six Months Ended June 30, in thousands):** | Expense Type | 2025 | 2024 | Change Amount (in thousands) | Change % | | :-------------------------- | :--- | :--- | :------------ | :------- | | Research and development | $12,172 | $12,297 | $(125) | (1%) | | Sales and marketing | $11,484 | $13,981 | $(2,497) | (18%) | | General and administrative | $16,606 | $14,742 | $1,864 | 13% | | Depreciation and amortization | $2,141 | $2,102 | $39 | 2% | | **Total operating expenses** | **$42,403** | **$43,122** | **$(719)** | **(2%)** | - Interest income decreased by **27%** due to lower interest rates and average cash and investment balances[147](index=147&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) The company has significant operating losses and negative cash flows, but management expects existing resources to fund operations for at least 12 months - The company has incurred significant operating losses and negative cash flows, with an accumulated deficit of **$239.5 million** as of June 30, 2025[148](index=148&type=chunk) - Management believes existing cash, cash equivalents, short-term investments, and internally generated cash flows will fund operating expenses and capital expenditure requirements for at least the next **12 months**[149](index=149&type=chunk) - Future funding requirements are dependent on factors such as market acceptance, R&D costs, and the availability of capital to customers[150](index=150&type=chunk)[151](index=151&type=chunk) [Cash Flows](index=51&type=section&id=Cash%20Flows) Cash flow analysis reveals increased net cash used in operating activities and a net decrease in cash and cash equivalents for the six months ended June 30, 2025 **Cash Flow Summary (Six Months Ended June 30, in thousands):** | Activity | 2025 | 2024 | | :-------------------------------- | :--------- | :--------- | | Net cash used in operating activities | $(24,263) | $(15,398) | | Net cash provided by investing activities | $11,067 | $4,989 | | Net cash provided by financing activities | $537 | $1,416 | | **Net decrease in cash and cash equivalents** | **$(12,659)** | **$(8,993)** | - Net cash used in operating activities for the six months ended June 30, 2025, was **$24.3 million**, primarily due to the net loss of **$22.6 million** and **$9.5 million** in net cash outflows from changes in operating assets and liabilities[153](index=153&type=chunk) - Net cash provided by investing activities increased to **$11.1 million** in 2025, mainly from maturities of investments (**$77.6 million**) offsetting purchases (**$63.5 million**) and the SeQure acquisition (**$1.8 million**)[155](index=155&type=chunk) [Contractual Obligations and Commitments](index=53&type=section&id=Contractual%20Obligations%20and%20Commitments) This section details the company's primary contractual obligations, including operating lease payments and contingent consideration from the SeQure acquisition - Primary contractual obligations include operating lease payments for the Headquarters Lease (**$25.0 million** through August 2035) and the SeQure Lease (**$1.1 million** through December 2027)[159](index=159&type=chunk) - A contingent consideration obligation of up to **$2.5 million** related to the SeQure acquisition has an estimated fair value of **$25k** as of June 30, 2025[160](index=160&type=chunk) - The company had no debt obligations as of June 30, 2025, and December 31, 2024[161](index=161&type=chunk) [Critical Accounting Estimates](index=53&type=section&id=Critical%20Accounting%20Estimates) This note discusses significant accounting estimates, particularly for business combinations, and the company's status as an Emerging Growth Company - Business combination accounting requires significant estimates for the fair value of acquired assets and liabilities, impacting goodwill allocation, with **$432k** recorded in developed technology from the SeQure acquisition[164](index=164&type=chunk) - As an Emerging Growth Company (EGC), MaxCyte has elected to delay the adoption of new accounting standards and intends to rely on exemptions from auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act[165](index=165&type=chunk)[166](index=166&type=chunk) - The company expects to retain its EGC status through **December 31, 2026**, and also qualifies as a 'smaller reporting company'[167](index=167&type=chunk)[168](index=168&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) MaxCyte faces interest rate and foreign currency risks, though a 10% interest rate change is not material, and no hedging is currently employed - A **10%** change in market interest rates is not expected to have a material effect on the company's business, financial condition, or results of operations[170](index=170&type=chunk) - The company is exposed to foreign currency risk from transactions denominated in Euros and British Pounds but has not entered into any hedging arrangements[172](index=172&type=chunk) - Inflation and changing prices have not had a material effect on the business during the last two years[173](index=173&type=chunk) [Item 4. Controls and Procedures](index=57&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting - The company's disclosure controls and procedures were effective as of June 30, 2025, at the reasonable assurance level[175](index=175&type=chunk) - There were no material changes in internal control over financial reporting during the three months ended June 30, 2025[176](index=176&type=chunk) [PART II. OTHER INFORMATION](index=58&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings.) MaxCyte is not currently involved in any material legal proceedings and is unaware of any significant pending or threatened legal actions - The company is not currently a party to any material legal proceedings[179](index=179&type=chunk) [Item 1A. Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors.) This section refers to the risk factors detailed in the 2024 Form 10-K, confirming no material changes in the current period - There have been no material changes to the risk factors set forth in the 2024 Form 10-K[180](index=180&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=58&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) MaxCyte reported no unregistered sales of equity securities, and the use of IPO proceeds remains consistent with prior disclosures - No unregistered sales of equity securities were reported[181](index=181&type=chunk) - There has been no material change in the planned use of proceeds from the IPO[182](index=182&type=chunk) [Item 3. Defaults Upon Senior Securities](index=58&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The company reported no defaults upon senior securities - No defaults upon senior securities were reported[183](index=183&type=chunk) [Item 4. Mine Safety Disclosures](index=58&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to MaxCyte's operations - This item is not applicable[184](index=184&type=chunk) [Item 5. Other Information](index=58&type=section&id=Item%205.%20Other%20Information.) No other information is required to be disclosed under this item - Not applicable[185](index=185&type=chunk) [Item 6. Exhibits](index=59&type=section&id=Item%206.%20Exhibits.) This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including executive certifications and XBRL data files - Exhibits include certifications (31.1, 31.2, 32.1, 32.2), XBRL interactive data files, and the Amended and Restated 2022 Plan (10.1)[186](index=186&type=chunk) [SIGNATURES](index=60&type=section&id=SIGNATURES) The report was duly signed on August 6, 2025, by the President and CEO and the CFO of MaxCyte, Inc [Signatures](index=60&type=section&id=Signatures) The report was signed by Maher Masoud, President and CEO, and Douglas Swirsky, CFO, on August 6, 2025 - The report was signed by Maher Masoud, President and Chief Executive Officer, and Douglas Swirsky, Chief Financial Officer, on August 6, 2025[190](index=190&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ 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 1-8590 MURPHY OIL CORPORATION (Exact name of registrant as specified in its charter) Delaware 71-0361522 (I.R.S. Employer Identificat ...

[Earnings Highlights & CEO Commentary](index=1&type=section&id=Earnings%20Highlights%20%26%20CEO%20Commentary) Montrose Environmental Group reported strong Q2 and H1 2025 results, leading to increased full-year guidance and strategic capital structure simplification [Second Quarter 2025 Highlights](index=1&type=section&id=Second%20Quarter%202025%20Highlights) Montrose Environmental Group reported a record second quarter in 2025, driven by significant revenue growth, a shift from net loss to net income, and substantial increases in Adjusted Net Income and Consolidated Adjusted EBITDA Second Quarter 2025 Key Financial Highlights (YoY) | Metric | 2025 Value | 2024 Value | Change | Growth % | | :-------------------------------- | :--------- | :--------- | :----- | :------- | | Revenue | $234.5M | $173.3M | +$61.2M | 35.3% | | Net Income (Loss) | $18.4M | ($10.2M) | +$28.6M | N/A | | EPS (Diluted) | $0.42 | ($0.39) | +$0.81 | N/A | | Adjusted Net Income | $27.4M | $10.8M | +$16.6M | 153.7% | | Adj EPS | $0.63 | $0.20 | +$0.43 | 215.0% | | Consolidated Adjusted EBITDA | $39.6M | $23.3M | +$16.3M | 69.8% | | Consolidated Adjusted EBITDA % of Revenue | 16.9% | 13.5% | +340 bps | N/A | [First Half 2025 Highlights](index=1&type=section&id=First%20Half%202025%20Highlights) The first half of 2025 also demonstrated strong performance with significant revenue growth, a substantial reduction in net loss, and robust increases in Adjusted Net Income and Consolidated Adjusted EBITDA, alongside improved operating cash flow and leverage First Half 2025 Key Financial Highlights (YoY) | Metric | 2025 Value | 2024 Value | Change | Growth % | | :-------------------------------- | :--------- | :--------- | :----- | :------- | | Revenue | $412.4M | $328.7M | +$83.7M | 25.5% | | Net Loss | ($1.0M) | ($23.5M) | +$22.5M | N/A | | LPS (Diluted) | ($0.15) | ($0.91) | +$0.76 | N/A | | Adjusted Net Income | $32.7M | $19.3M | +$13.4M | 69.4% | | Adj EPS | $0.73 | $0.37 | +$0.36 | 97.3% | | Consolidated Adjusted EBITDA | $58.6M | $40.2M | +$18.4M | 45.7% | | Consolidated Adjusted EBITDA % of Revenue | 14.2% | 12.2% | +200 bps | N/A | | Operating Cash Flow | $27.4M | ($21.1M) | +$48.5M | N/A | | Leverage Ratio (as of June 30, 2025) | 2.5x | N/A | N/A | N/A | [Increased Full-Year 2025 Guidance](index=1&type=section&id=Increased%20Full-Year%202025%20Guidance) Montrose has raised its full-year 2025 guidance for both Consolidated Adjusted EBITDA and revenue, reflecting strong year-to-date performance Increased Full-Year 2025 Guidance | Metric | New Range | Midpoint Growth (vs. FY2024) | | :----------------------------- | :-------------------------- | :--------------------------- | | Consolidated Adjusted EBITDA | $111.0M - $117.0M | 19% | | Revenue | $795.0M - $835.0M | 17% | [Strategic Capital Allocation Highlights](index=1&type=section&id=Strategic%20Capital%20Allocation%20Highlights) The company successfully redeemed the remaining Series A-2 Preferred Stock, simplifying its capital structure and eliminating future dividends ahead of schedule due to strong financial results - Redeemed remaining **$62.2 million of Series A-2 Preferred Stock** on July 7, 2025, simplifying capital structure and eliminating future Series A-2 dividends six months earlier than expected[3](index=3&type=chunk) [CEO Commentary](index=3&type=section&id=CEO%20Commentary) CEO Vijay Manthripragada expressed strong satisfaction with the company's exceptional performance, highlighting record client engagement, momentum across all segments, and exceeding goals for organic revenue, earnings growth, margin expansion, cash flow, and balance sheet simplification - Business continues to perform exceptionally well with client engagement at all-time highs[5](index=5&type=chunk) - Strong momentum across all three segments and lines of business[5](index=5&type=chunk) - Exceeding goals for organic revenue and earnings growth, margin expansion, and cash flow, achieving balance sheet simplification and leverage objectives six months ahead of schedule[5](index=5&type=chunk) [Financial Performance Review](index=3&type=section&id=Financial%20Performance%20Review) This section reviews Montrose's financial performance, including the updated full-year outlook, detailed Q2 and H1 2025 results, and operating cash flow [Full Year 2025 Outlook](index=3&type=section&id=Full%20Year%202025%20Outlook) Montrose increased its full-year 2025 guidance for Consolidated Adjusted EBITDA and revenue, reflecting confidence in continued strong performance, with these projections not including any benefits from future acquisitions Updated Full-Year 2025 Outlook | Metric | Previous Midpoint | New Midpoint | Increase at Midpoint | | :----------------------------- | :---------------- | :----------- | :------------------- | | Consolidated Adjusted EBITDA | N/A | $114.0M | +$8.0M | | Revenue | N/A | $815.0M | +$45.0M | - The Consolidated Adjusted EBITDA and revenue outlook does not include any benefit from future acquisitions[6](index=6&type=chunk) [Second Quarter 2025 Detailed Results](index=3&type=section&id=Second%20Quarter%202025%20Detailed%20Results) The second quarter of 2025 saw robust financial improvements across all key metrics, driven by strong revenue growth from emergency responses, organic expansion, and acquisitions, coupled with significant margin expansion [Revenue Performance (Q2)](index=3&type=section&id=Revenue%20Performance%20(Q2)) Second quarter revenue increased significantly by 35.3% year-over-year, primarily fueled by a surge in environmental emergency responses, strong organic growth across all segments, and contributions from acquisitions Q2 2025 Revenue Performance | Metric | 2025 Value | 2024 Value | Change | Growth % | | :-------------------------------- | :--------- | :--------- | :----- | :------- | | Total Revenue | $234.5M | $173.3M | +$61.2M | 35.3% | | Incremental Revenue from Environmental Emergency Responses | $35.6M | N/A | N/A | N/A | | Organic Revenue Growth (all segments) | $17.1M | N/A | N/A | N/A | | Contributions from Acquisitions | $9.1M | N/A | N/A | N/A | | Revenue from Environmental Emergency Responses | $48.5M | $12.9M | +$35.6M | 275.9% | [Net Income & EPS (Q2)](index=3&type=section&id=Net%20Income%20%26%20EPS%20(Q2)) Montrose achieved a significant turnaround in Q2 2025, moving from a net loss to a net income, with a substantial improvement in EPS, primarily due to strong revenue growth, margin expansion, and a fair value gain from preferred stock redemption Q2 2025 Net Income & EPS | Metric | 2025 Value | 2024 Value | Change | | :-------------------------------- | :--------- | :--------- | :----- | | Net Income (Loss) | $18.4M | ($10.2M) | +$28.5M | | Diluted EPS (LPS) | $0.42 | ($0.39) | +$0.81 | - Improvement primarily resulted from revenue growth (including organic growth), margin expansion, and a **$10.0 million fair value gain** related to the Series A-2 redemption[8](index=8&type=chunk) [Adjusted Net Income & Adj EPS (Q2)](index=3&type=section&id=Adjusted%20Net%20Income%20%26%20Adj%20EPS%20(Q2)) Adjusted Net Income and Adj EPS saw significant increases in Q2 2025, driven by strong revenue growth, margin expansion, and the Series A-2 redemption, with additional benefits from lower preferred stock dividends Q2 2025 Adjusted Net Income & Adj EPS | Metric | 2025 Value | 2024 Value | Change | | :-------------------- | :--------- | :--------- | :----- | | Adjusted Net Income | $27.4M | $10.8M | +$16.6M | | Adj EPS | $0.63 | $0.20 | +$0.43 | - Increases primarily due to strong revenue growth, margin expansion, and the Series A-2 redemption, with Adj EPS also benefiting from lower dividends on outstanding Series A-2[9](index=9&type=chunk) [Consolidated Adjusted EBITDA (Q2)](index=3&type=section&id=Consolidated%20Adjusted%20EBITDA%20(Q2)) Consolidated Adjusted EBITDA for Q2 2025 grew substantially by 69.8%, with a 340 basis point increase in margin, attributed to higher revenue, organic growth, and significant operating performance improvements across all segments Q2 2025 Consolidated Adjusted EBITDA | Metric | 2025 Value | 2024 Value | Change | Growth % | | :-------------------------------- | :--------- | :--------- | :----- | :------- | | Consolidated Adjusted EBITDA | $39.6M | $23.3M | +$16.3M | 69.8% | | Consolidated Adjusted EBITDA % of Revenue | 16.9% | 13.5% | +340 bps | N/A | - Increase primarily due to higher revenue, including higher organic growth, and margin expansion in all three segments[10](index=10&type=chunk) [First Six Months 2025 Detailed Results](index=3&type=section&id=First%20Six%20Months%202025%20Detailed%20Results) The first six months of 2025 showcased strong financial results, marked by significant revenue growth, a substantial reduction in net loss, and robust increases in Adjusted Net Income and Consolidated Adjusted EBITDA, driven by operational leverage and strategic capital actions [Revenue Performance (H1)](index=3&type=section&id=Revenue%20Performance%20(H1)) First half revenue increased by 25.5% year-over-year, primarily driven by incremental revenue from environmental emergency responses, strong organic growth across all segments, and contributions from acquisitions H1 2025 Revenue Performance | Metric | 2025 Value | 2024 Value | Change | Growth % | | :-------------------------------- | :--------- | :--------- | :----- | :------- | | Total Revenue | $412.4M | $328.7M | +$83.7M | 25.5% | | Incremental Revenue from Environmental Emergency Responses | $33.8M | N/A | N/A | N/A | | Organic Revenue Growth (all segments) | $28.4M | N/A | N/A | N/A | | Contributions from Acquisitions | $22.5M | N/A | N/A | N/A | | Revenue from Environmental Emergency Responses | $62.4M | $28.6M | +$33.8M | 118.2% | [Net Loss & LPS (H1)](index=3&type=section&id=Net%20Loss%20%26%20LPS%20(H1)) Montrose significantly reduced its net loss in H1 2025, improving LPS, primarily due to strong revenue growth, margin expansion, and a fair value gain from the Series A-2 preferred stock redemption, partially offset by increased interest and tax expenses H1 2025 Net Loss & LPS | Metric | 2025 Value | 2024 Value | Change | | :-------------------- | :--------- | :--------- | :----- | | Net Loss | ($1.0M) | ($23.5M) | +$22.5M | | Diluted LPS | ($0.15) | ($0.91) | +$0.77 | - Improvement primarily resulted from revenue growth (including strong organic growth), margin expansion, and a **$9.7 million fair value gain** related to the Series A-2 preferred stock redemption, partially offset by incremental interest and tax expenses[12](index=12&type=chunk) [Adjusted Net Income & Adj EPS (H1)](index=4&type=section&id=Adjusted%20Net%20Income%20%26%20Adj%20EPS%20(H1)) Adjusted Net Income and Adj EPS for the first six months of 2025 increased substantially, driven by strong revenue growth, margin expansion, and the Series A-2 redemption, with Adj EPS also benefiting from lower preferred stock dividends H1 2025 Adjusted Net Income & Adj EPS | Metric | 2025 Value | 2024 Value | Change | | :-------------------- | :--------- | :--------- | :----- | | Adjusted Net Income | $32.7M | $19.3M | +$13.4M | | Adj EPS | $0.73 | $0.37 | +$0.36 | - Increases primarily due to strong revenue growth, margin expansion, and the Series A-2 redemption, with Adj EPS also benefiting from lower dividends on outstanding Series A-2[14](index=14&type=chunk) [Consolidated Adjusted EBITDA (H1)](index=4&type=section&id=Consolidated%20Adjusted%20EBITDA%20(H1)) Consolidated Adjusted EBITDA for H1 2025 grew by 45.7%, with a 200 basis point increase in margin, primarily due to higher revenue across all segments and strong operating performance in the Measurement & Analysis segment H1 2025 Consolidated Adjusted EBITDA | Metric | 2025 Value | 2024 Value | Change | Growth % | | :-------------------------------- | :--------- | :--------- | :----- | :------- | | Consolidated Adjusted EBITDA | $58.6M | $40.2M | +$18.4M | 45.7% | | Consolidated Adjusted EBITDA % of Revenue | 14.2% | 12.2% | +200 bps | N/A | - Increase primarily due to higher revenue in all three segments and strong operating performance in the Measurement & Analysis segment[15](index=15&type=chunk) [Operating Cash Flow, Liquidity and Capital Resources](index=4&type=section&id=Operating%20Cash%20Flow%2C%20Liquidity%20and%20Capital%20Resources) Montrose demonstrated significant improvement in operating cash flow for the first six months of 2025, alongside a healthy liquidity position and a reduced leverage ratio, further enhanced by the full redemption of Series A-2 Preferred Stock Operating Cash Flow & Liquidity (H1 2025) | Metric | 2025 Value | 2024 Value | Change | | :-------------------------------- | :--------- | :--------- | :----- | | Net Cash Provided by Operating Activities | $27.4M | ($21.1M) | +$48.5M | | Leverage Ratio (as of June 30, 2025) | 2.5x | N/A | N/A | | Available Liquidity (as of June 30, 2025) | $242.8M | N/A | N/A | | Cash and Cash Equivalents | $10.5M | N/A | N/A | | Availability on Revolving Line of Credit | $232.3M | N/A | N/A | - The **$48.5 million improvement in operating cash flow** was primarily due to a **$22.5 million increase in earnings** before non-cash items and a **$21.9 million reduction in cash outflow** from improved working capital performance[16](index=16&type=chunk) - Voluntarily fully redeemed all remaining **$62.2 million of Series A-2 Preferred Stock** on July 1, 2025, using cash on hand and borrowings, resulting in a pro forma leverage ratio of **2.99x**[18](index=18&type=chunk) [Segment Performance](index=9&type=section&id=Segment%20Performance) This section details the revenue and Adjusted EBITDA performance across Montrose's three reportable segments for both the second quarter and first half of 2025 [Segment Revenues and Adjusted EBITDA Analysis](index=9&type=section&id=Segment%20Revenues%20and%20Adjusted%20EBITDA%20Analysis) Montrose's three reportable segments—Assessment, Permitting and Response; Measurement and Analysis; and Remediation and Reuse—all contributed to strong revenue growth and Adjusted EBITDA expansion in both Q2 and H1 2025, with notable margin improvements in Measurement and Analysis Segment Revenues and Adjusted EBITDA (Q2 2025 vs. Q2 2024) | Segment | Q2 2025 Revenue ($ thousands) | Q2 2024 Revenue ($ thousands) | Q2 2025 Adj EBITDA ($ thousands) | Q2 2024 Adj EBITDA ($ thousands) | Q2 2025 Adj EBITDA Margin | Q2 2024 Adj EBITDA Margin | | :-------------------------------- | :---------------------------- | :---------------------------- | :------------------------------- | :------------------------------- | :------------------------ | :------------------------ | | Assessment, Permitting and Response | $103,943 | $53,444 | $27,555 | $12,621 | 26.5% | 23.6% | | Measurement and Analysis | $62,795 | $54,812 | $18,298 | $12,359 | 29.1% | 22.5% | | Remediation and Reuse | $67,805 | $65,069 | $10,030 | $8,929 | 14.8% | 13.7% | | **Total Reportable Segments** | **$234,543** | **$173,325** | **$55,883** | **$33,909** | **23.8%** | **19.6%** | Segment Revenues and Adjusted EBITDA (H1 2025 vs. H1 2024) | Segment | H1 2025 Revenue ($ thousands) | H1 2024 Revenue ($ thousands) | H1 2025 Adj EBITDA ($ thousands) | H1 2024 Adj EBITDA ($ thousands) | H1 2025 Adj EBITDA Margin | H1 2024 Adj EBITDA Margin | | :-------------------------------- | :---------------------------- | :---------------------------- | :------------------------------- | :------------------------------- | :------------------------ | :------------------------ | | Assessment, Permitting and Response | $157,063 | $112,024 | $38,127 | $28,901 | 24.3% | 25.8% | | Measurement and Analysis | $121,825 | $100,306 | $32,071 | $18,863 | 26.3% | 18.8% | | Remediation and Reuse | $133,489 | $116,320 | $15,957 | $13,940 | 12.0% | 12.0% | | **Total Reportable Segments** | **$412,377** | **$328,650** | **$86,155** | **$61,704** | **20.9%** | **18.8%** | [Non-GAAP Financial Measures & Reconciliations](index=10&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Reconciliations) This section defines Montrose's non-GAAP financial measures and provides detailed reconciliations to their most directly comparable GAAP measures [Explanation of Non-GAAP Measures](index=10&type=section&id=Explanation%20of%20Non-GAAP%20Measures) This section defines Montrose's non-GAAP financial measures, including Consolidated Adjusted EBITDA, Adjusted Net Income, and Basic/Diluted Adj EPS, explaining their purpose for management and investors while also outlining their inherent limitations and the importance of reviewing them alongside GAAP results - **Consolidated Adjusted EBITDA** is calculated as net income (loss) before interest, income tax, depreciation, and amortization, adjusted for stock-based compensation and acquisition-related costs[35](index=35&type=chunk) - **Adjusted Net Income** is net income (loss) before amortization of intangible assets, stock-based compensation, fair value changes in financial instruments and contingent earnouts, discontinued specialty lab, and other gains/losses[35](index=35&type=chunk) - These non-GAAP measures are used by management to evaluate financial performance, compare to peers, assess business strategies, and make budgeting decisions, but have limitations and should not be considered alternatives to GAAP measures[36](index=36&type=chunk)[37](index=37&type=chunk) [Reconciliation of Net Income (Loss) to Adjusted Net Income](index=11&type=section&id=Reconciliation%20of%20Net%20Income%20(Loss)%20to%20Adjusted%20Net%20Income) This section provides a detailed reconciliation of GAAP Net Income (Loss) to Adjusted Net Income for the three and six months ended June 30, 2025 and 2024, outlining specific adjustments made for non-cash and non-recurring items Reconciliation of Net Income (Loss) to Adjusted Net Income (In thousands, except per share data) | 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 (loss) | $18,356 | ($10,170) | ($1,003) | ($23,527) | | Amortization of intangible assets | 7,326 | 7,137 | 15,716 | 14,566 | | Stock-based compensation | 10,834 | 11,831 | 24,557 | 23,103 | | Acquisition costs | 325 | 1,082 | 1,036 | 3,607 | | Fair value changes in financial instruments | (9,256) | 1,202 | (8,040) | 905 | | Expenses related to financing transactions | 297 | 95 | 274 | 239 | | Fair value changes in business acquisition contingencies | 354 | 136 | 831 | 242 | | Discontinued Specialty Lab | — | — | — | 596 | | Other losses and expenses | 156 | 30 | 1,211 | 511 | | Tax effect of adjustments | (1,018) | (543) | (1,873) | (922) | | **Adjusted Net Income** | **$27,374** | **$10,800** | **$32,709** | **$19,320** | | Preferred dividends Series A-2 | (1,400) | (2,750) | (4,150) | (5,564) | | **Adjusted Net Income attributable to stockholders** | **$25,974** | **$8,050** | **$28,559** | **$13,756** | | Diluted Adjusted Net Income per share | $0.63 | $0.20 | $0.73 | $0.37 | [Reconciliation of Net Income (Loss) to Consolidated Adjusted EBITDA](index=12&type=section&id=Reconciliation%20of%20Net%20Income%20(Loss)%20to%20Consolidated%20Adjusted%20EBITDA) This section presents a detailed reconciliation of GAAP Net Income (Loss) to Consolidated Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024, highlighting adjustments for non-cash expenses and other non-operating items Reconciliation of Net Income (Loss) to Consolidated 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 (loss) | $18,356 | ($10,170) | ($1,003) | ($23,527) | | Interest expense | 4,768 | 3,976 | 9,833 | 7,282 | | Income tax expense | 988 | 2,619 | 3,859 | 3,112 | | Depreciation and amortization | 12,763 | 12,515 | 26,057 | 24,168 | | **EBITDA** | **$36,875** | **$8,940** | **$38,746** | **$11,035** | | Stock-based compensation | 10,834 | 11,831 | 24,557 | 23,103 | | Acquisition costs | 325 | 1,082 | 1,036 | 3,607 | | Fair value changes in financial instruments | (9,256) | 1,202 | (8,040) | 905 | | Expenses related to financing transactions | 297 | 95 | 274 | 239 | | Fair value changes in business acquisition contingencies | 354 | 136 | 831 | 242 | | Discontinued Specialty Lab | — | — | — | 596 | | Other losses and expenses | 156 | 30 | 1,211 | 511 | | **Consolidated Adjusted EBITDA** | **$39,585** | **$23,316** | **$58,615** | **$40,238** | [Corporate Information](index=5&type=section&id=Corporate%20Information) This section provides essential corporate details, including webcast information, company overview, forward-looking statements disclaimer, and contact information [Webcast and Conference Call Details](index=5&type=section&id=Webcast%20and%20Conference%20Call%20Details) Montrose Environmental Group will host a webcast and conference call on August 7, 2025, to discuss its second quarter results, providing access details for live participation and replay - Webcast and conference call scheduled for **Thursday, August 7, 2025, at 8:30 a.m. Eastern Time**[20](index=20&type=chunk) - Live webcast available in the Investors section of www.montrose-env.com; dial-in options provided for live call **(800) 715-9871 or +1 (646) 307-1963, Conference ID: 8690520**[20](index=20&type=chunk) - Audio replay will be available on the Montrose website for 30 days[20](index=20&type=chunk) [About Montrose Environmental Group](index=5&type=section&id=About%20Montrose%20Environmental%20Group) Montrose is a leading environmental solutions company dedicated to helping organizations address current and future environmental challenges, offering integrated design, engineering, and operational services globally - Montrose is a leading environmental solutions company focused on supporting commercial and government organizations[21](index=21&type=chunk) - Employs approximately **3,500 individuals across 120 locations worldwide**, combining local knowledge with an integrated approach[21](index=21&type=chunk) - Services include air measurement, laboratory services, regulatory compliance, environmental emergency response, permitting, engineering, and remediation[21](index=21&type=chunk) [Forward-Looking Statements Disclaimer](index=5&type=section&id=Forward-Looking%20Statements%20Disclaimer) This section serves as a standard disclaimer, informing readers that the press release contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially, and the company undertakes no obligation to update them - Press release contains forward-looking statements identified by words like 'intend,' 'expect,' and 'may'[22](index=22&type=chunk) - Statements are based on current information and management's expectations, subject to risks and uncertainties beyond the Company's control[22](index=22&type=chunk) - The Company undertakes no obligation to update any forward-looking statement, except as required by applicable law[22](index=22&type=chunk) [Investor and Media Contacts](index=5&type=section&id=Investor%20and%20Media%20Contacts) Contact information is provided for investor relations and media inquiries - Investor Relations Contact: Adrianne D. Griffin, Senior Vice President, Investor Relations and Treasury, **(949) 988-3383, ir@montrose-env.com**[23](index=23&type=chunk) - Media Relations Contact: Tammy Hovey, Director, Corporate Communications, **(917) 520-2751, pr@montrose-env.com**[23](index=23&type=chunk) [Condensed Consolidated Financial Statements](index=6&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents Montrose Environmental Group's unaudited condensed consolidated statements of operations, financial position, and cash flows for the specified periods [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Statements%20of%20Operations%20and%20Comprehensive%20Loss) This section presents the unaudited condensed consolidated statements of operations and comprehensive loss for Montrose Environmental Group, Inc. for the three and six months ended June 30, 2025 and 2024, detailing revenues, expenses, and net income (loss) Condensed Consolidated Statements of Operations and Comprehensive Loss (In thousands) | | | | Three Months Ended June 30, | | | | Six Months Ended June 30, | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | 2025 | | 2024 | | Revenues | $ | 234,543 | $ | 173,325 | $ | 412,377 | $ | 328,650 | | Cost of revenues (exclusive of depreciation and amortization | | 132,802 | | 104,086 | | 241,208 | | 200,643 | | shown below) | | | | | | | | | | Selling, general and administrative expense | | 73,683 | | 59,239 | | 139,915 | | 116,313 | | Fair value changes in business acquisition contingencies | | 354 | | 136 | | 831 | | 242 | | Depreciation and amortization | | 12,763 | | 12,515 | | 26,057 | | 24,168 | | Income (loss) from operations | | 14,941 | | (2,651) | | 4,366 | | (12,716) | | Other income (expense), net | | 9,171 | | (924) | | 8,323 | | (417) | | Interest expense, net | | (4,768) | | (3,976) | | (9,833) | | (7,282) | | Total other income (expense), net | | 4,403 | | (4,900) | | (1,510) | | (7,699) | | Income (loss) before expense from income taxes | | 19,344 | | (7,551) | | 2,856 | | (20,415) | | Income tax expense | | 988 | | 2,619 | | 3,859 | | 3,112 | | Net income (loss) | $ | 18,356 | $ | (10,170) | $ | (1,003) | $ | (23,527) | | Equity adjustment from foreign currency translation | | (1,258) | | 35 | | (1,611) | | — | | Comprehensive income (loss) | | 17,098 | | (10,135) | | (2,614) | | (23,527) | | Convertible and redeemable series A-2 preferred stock dividend | | (1,400) | | (2,750) | | (4,150) | | (5,564) | | Net income (loss) attributable to common stockholders | | 16,956 | | (12,920) | | (5,153) | | (29,091) | | Weighted average common shares outstanding | | | | | | | | | | Basic | | 35,206 | | 33,318 | | 34,855 | | 31,850 | | Diluted | | 43,455 | | 33,318 | | 34,855 | | 31,850 | | Net income (loss) per share attributable to common stockholders | | | | | | | | | | Basic | $ | 0.48 | $ | (0.39) | $ | (0.15) | $ | (0.91) | | Diluted | $ | 0.42 | $ | (0.39) | $ | (0.15) | $ | (0.91) | [Condensed Consolidated Statements of Financial Position](index=7&type=section&id=Statements%20of%20Financial%20Position) This section presents the unaudited condensed consolidated statements of financial position for Montrose Environmental Group, Inc. as of June 30, 2025, and December 31, 2024, detailing assets, liabilities, and stockholders' equity Condensed Consolidated Statements of Financial Position (In thousands) | | | June 30, | | December 31, | | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | Assets | | | | | | Current assets | | | | | | Cash, cash equivalents and restricted cash | $ | 10,484 | $ | 12,935 | | Accounts receivable, net | | 160,004 | | 158,883 | | Contract assets | | 75,313 | | 52,091 | | Prepaid and other current assets | | 15,117 | | 14,090 | | Total current assets | | 260,918 | | 237,999 | | Non-current assets | | | | | | Property and equipment, net | | 61,122 | | 63,776 | | Operating lease right-of-use asset, net | | 37,706 | | 39,755 | | Finance lease right-of-use asset, net | | 23,825 | | 19,643 | | Goodwill | | 468,981 | | 467,789 | | Other intangible assets, net | | 139,844 | | 152,756 | | Other assets | | 5,688 | | 8,635 | | Total assets | $ | 998,084 | $ | 990,353 | | Liabilities, Convertible and Redeemable Series A-2 Preferred Stock and Stockholders' | | | | | | Equity | | | | | | Current liabilities | | | | | | Accounts payable and other accrued liabilities | $ | 66,647 | $ | 63,704 | | Accrued payroll and benefits | | 37,305 | | 34,248 | | Business acquisitions contingent consideration, current | | 17,284 | | 26,872 | | Current portion of operating lease liabilities | | 11,355 | | 11,345 | | Current portion of finance lease liabilities | | 5,483 | | 4,627 | | Current portion of long-term debt | | 8,688 | | 17,866 | | Total current liabilities | | 146,762 | | 158,662 | | Non-current liabilities | | | | | | Business acquisitions contingent consideration, long-term | | 7,346 | | 6,255 | | Other non-current liabilities | | 7,052 | | 5,550 | | Deferred tax liabilities, net | | 16,414 | | 13,312 | | Conversion option related to Series A-2 Preferred Stock | | 10,552 | | 20,224 | | Operating lease liability, net of current portion | | 28,853 | | 30,880 | | Finance lease liability, net of current portion | | 12,490 | | 11,460 | | Long-term debt, net of deferred financing fees | | 264,555 | | 204,818 | | Total liabilities | $ | 494,024 | $ | 451,161 | | Commitments and contingencies | | | | | | Convertible and redeemable series A-2 preferred stock $0.0001 par value | | | | | | Authorized, issued and outstanding shares: 5,834 and 11,667 at June 30, 2025 and December 31, | | | | | | 2024, respectively; aggregate liquidation preference of $62.2 million and $122.2 million June | | 33,792 | | 92,928 | | 30, 2025 and December 31, 2024, respectively | | | | | | Stockholders' equity: | | | | | | Common stock, $0.000004 par value; authorized shares: 190,000,000 at June 30, 2025 and | | | | | | December 31, 2024; issued and outstanding shares: 35,272,236 and 34,309,788 at June 30, | | — | | — | | 2025 and December 31, 2024, respectively | | | | | | Additional paid-in-capital | | 747,685 | | 721,067 | | Accumulated deficit | | (273,673) | | (272,670) | | Accumulated other comprehensive loss | | (3,744) | | (2,133) | | Total stockholders' equity | | 470,268 | | 446,264 | | Total liabilities, convertible and redeemable series A-2 preferred stock and stockholders' equity | $ | 998,084 | $ | 990,353 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Statements%20of%20Cash%20Flows) This section presents the unaudited condensed consolidated statements of cash flows for Montrose Environmental Group, Inc. for the six months ended June 30, 2025 and 2024, detailing cash flows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (In thousands) | | | | For the Six Months Ended June 30, | | | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | Operating activities: | | | | | | Net loss | $ | (1,003) | $ | (23,527) | | Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | Provision (recovery) for credit loss | | 5,482 | | (659) | | Depreciation and amortization | | 26,057 | | 24,168 | | Non-cash leases expense | | 6,119 | | 5,429 | | Stock-based compensation expense | | 24,557 | | 23,103 | | Fair value changes in financial instruments | | (8,040) | | 905 | | Write off of deferred financing costs | | 913 | | — | | Deferred income taxes | | 3,557 | | 3,152 | | Other operating activities, net | | 1,671 | | 723 | | Changes in operating assets and liabilities, net of acquisitions: | | | | | | Accounts receivable and contract assets | | (27,379) | | (38,021) | | Prepaid expenses and other current assets | | (1,124) | | (1,152) | | Accounts payable and other accrued liabilities | | (793) | | (938) | | Accrued payroll and benefits | | 3,057 | | (7,940) | | Change in operating leases | | (5,676) | | (6,306) | | Other assets | | — | | (64) | | Net cash provided by (used in) operating activities | $ | 27,398 | $ | (21,127) | | Investing activities: | | | | | | Proceeds from corporate owned and property insurance | | — | | 120 | | Purchases of property and equipment | | (5,117) | | (17,928) | | Proceeds from the sale of property and equipment | | 39 | | 2,069 | | Proprietary software development and other software costs | | (2,804) | | (1,736) | | Purchase price true ups | | (50) | | — | | Minority investments | | — | | (210) | | Cash paid for acquisitions, net of cash acquired | | — | | (70,252) | | Net cash used in investing activities | $ | (7,932) | $ | (87,937) | | Financing activities: | | | | | | Proceeds from revolving line of credit | | 216,025 | | 202,771 | | Repayment of the revolving line of credit | | (174,671) | | (199,119) | | Repayment of aircraft loan | | (564) | | (526) | | Proceeds from term loan | | 200,000 | | 50,000 | | Repayment of term loan | | (189,219) | | (3,906) | | Payment of contingent consideration and other purchase price true ups | | (4,400) | | (525) | | Repayment of finance leases | | (6,070) | | (3,105) | | Payments of deferred financing costs | | (2,189) | | (348) | | Proceeds from issuance of common stock for exercised stock options | | 77 | | 1,375 | | Proceeds from issuance of common stock in follow-on offering, net of issuance costs | | — | | 121,776 | | Proceeds from building sale leaseback | | 2,500 | | — | | Dividend payment to the series A-2 stockholders | | (2,750) | | (5,564) | | Redemption of series A-2 preferred stock | | (60,000) | | (60,000) | | Net cash provided by (used in) financing activities | $ | (21,261) | $ | 102,829 | | Change in cash, cash equivalents and restricted cash | | (1,795) | | (6,235) | | Foreign exchange impact on cash balance | | (656) | | (100) | | Cash, cash equivalents and restricted cash: | | | | | | Beginning of year | | 12,935 | | 23,240 | | End of period | $ | 10,484 | $ | 16,905 |

PART I [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) Virgin Galactic's H1 2025 revenue was **$0.87 million** with a **$151.8 million** net loss, and total assets stood at **$898.8 million** [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$898.8 million** by June 30, 2025, driven by reduced cash and marketable securities, impacting equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $163,547 | $178,605 | | Marketable securities (short & long-term) | $314,025 | $445,901 | | Total current assets | $532,795 | $627,936 | | Total assets | $898,817 | $961,225 | | **Liabilities & Equity** | | | | Customer deposits | $80,871 | $84,493 | | Convertible senior notes, net | $421,263 | $420,120 | | Total liabilities | $635,444 | $638,945 | | Total stockholders' equity | $263,373 | $322,280 | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Q2 2025 revenue declined to **$0.4 million**, but net loss narrowed to **$67.3 million** due to significantly lower operating expenses Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $406 | $4,220 | $867 | $6,205 | | Operating Loss | $(69,942) | $(101,790) | $(158,390) | $(212,948) | | Net Loss | $(67,280) | $(93,775) | $(151,767) | $(195,787) | | Net Loss Per Share (Basic & Diluted) | $(1.47) | $(4.36) | $(3.74) | $(9.43) | - Total operating expenses decreased significantly to **$70.3 million** in Q2 2025 from **$106.0 million** in Q2 2024, driven by reductions in Spaceline operations and Research and development costs[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities improved in H1 2025, with financing providing **$83.6 million**, decreasing total cash by **$17.2 million** Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(131,364) | $(192,361) | | Net cash provided by investing activities | $30,634 | $83,676 | | Net cash provided by financing activities | $83,572 | $69,921 | | **Net decrease in cash, cash equivalents and restricted cash** | **$(17,158)** | **$(38,764)** | - Capital expenditures increased significantly to **$104.4 million** in the first six months of 2025, compared to **$47.5 million** in the prior year period, reflecting investment in future fleet development[25](index=25&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's aerospace business, accounting policies, and key financial events including a legal settlement and ATM stock offerings - The company is focused on developing, manufacturing, and operating spaceships for private individuals, researchers, and government agencies[27](index=27&type=chunk) - In July 2025, the company reached a settlement in the 'Lavin v. Virgin Galactic' class action lawsuit for **$8.5 million**, with an expected net cost of **$2.9 million** after insurance coverage, accrued in Q2 2025[78](index=78&type=chunk) - During the first six months of 2025, the company sold **22.7 million** shares of common stock under its 2024 ATM Program, generating **$86.3 million** in gross proceeds[50](index=50&type=chunk) - The company has **$425 million** in principal of 2.50% convertible senior notes due in 2027, with a net carrying amount of **$421.3 million** as of June 30, 2025[43](index=43&type=chunk)[44](index=44&type=chunk) [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 Delta Class spaceship development on track for 2026, reduced operating expenses, and sufficient capital to fund operations for the next twelve months - Development of the new Delta Class spaceships is progressing on schedule, with commercial service planned to begin in the fall of 2026[95](index=95&type=chunk) - As of June 30, 2025, the company holds reservations for approximately **675** future astronauts, which translates to about **$190 million** in expected future revenue[98](index=98&type=chunk) - The company believes its current capital, including cash, cash equivalents, and marketable securities totaling **$507.7 million**, is adequate to sustain operations for at least the next twelve months[116](index=116&type=chunk)[125](index=125&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Q2 2025 revenue decreased to **$0.4 million**, while operating expenses significantly reduced, including Spaceline operations down **48%** and R&D down **52%** Operating Expense Comparison (Q2 2025 vs Q2 2024, in millions) | Expense Category | Q2 2025 | Q2 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Spaceline operations | $14.2 | $27.3 | $(13.1) | (48)% | | Research and development | $20.1 | $41.5 | $(21.4) | (52)% | | Selling, general and administrative | $31.9 | $33.9 | $(2.0) | (6)% | - The decrease in R&D expenses was primarily driven by a **$19.2 million** reduction in sub-contractor and contract labor costs related to the development of next-generation spaceflight vehicles[107](index=107&type=chunk) - The decrease in Spaceline operations expense was mainly due to an **$8.7 million** decrease in compensation and benefits and a **$4.1 million** decrease in materials and other operational costs[104](index=104&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, total liquidity was **$507.7 million**, with **$83.6 million** from ATM offerings, supporting short-term needs Key Liquidity Figures (as of June 30, 2025, in millions) | Item | Amount | | :--- | :--- | | Cash, cash equivalents and restricted cash | $193.7 | | Total marketable securities | $314.0 | | **Total Liquidity** | **$507.7** | - The company's 2024 ATM Program generated **$86.3 million** in gross proceeds during the first six months of 2025 from the sale of **22.7 million** shares[130](index=130&type=chunk) - Net cash used in operating activities for the first six months of 2025 was **$131.4 million**, a decrease from **$192.4 million** in the same period of 2024[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable as Virgin Galactic Holdings, Inc. qualifies as a smaller reporting company - Disclosure is not required for smaller reporting companies[137](index=137&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal controls - Based on an evaluation as of June 30, 2025, the CEO and CFO concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level[139](index=139&type=chunk) - No changes occurred in the internal control over financial reporting during Q2 2025 that have materially affected, or are reasonably likely to materially affect, these controls[140](index=140&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to various legal proceedings, none of which are considered material to its business or financial condition - The company states that no pending legal proceedings are expected to have a material adverse effect on its operating results, financial condition, or cash flows. For more details, it refers to Note 12 of the financial statements[141](index=141&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) No material changes occurred to the risk factors previously disclosed in the company's 2024 Annual Report and Q1 2025 Quarterly Report - The company reports no material changes to the risk factors disclosed in its 2024 Annual Report on Form 10-K and Q1 2025 Form 10-Q[142](index=142&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[143](index=143&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) No officers or directors adopted or terminated Rule 10b5-1 trading plans during Q2 2025 - No officers or directors adopted or terminated any Rule 10b5-1 trading plans during the second quarter of 2025[146](index=146&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate documents, incentive plans, and officer certifications - The report includes exhibits such as the Third Amended and Restated 2019 Incentive Award Plan, the 2025 Employee Stock Purchase Plan, and certifications by the Principal Executive Officer and Principal Financial Officer[147](index=147&type=chunk)[148](index=148&type=chunk)

[GLOSSARY OF KEY TERMS](index=2&type=section&id=GLOSSARY%20OF%20KEY%20TERMS) Defines key terminology used throughout the financial report [PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) Presents the unaudited condensed consolidated financial statements and accompanying detailed notes [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents the unaudited condensed consolidated balance sheets, statements of income, and cash flows [Condensed Consolidated Balance Sheets](index=3&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Details the company's assets, liabilities, and shareholders' equity at two distinct points in time Condensed Consolidated Balance Sheets (June 30, 2025 vs. September 30, 2024) | Metric | June 30, 2025 (in thousands) | Sept 30, 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net property, plant and equipment | $24,378,143 | $22,204,367 | +$2,173,776 | | Total current assets | $1,551,972 | $1,132,314 | +$419,658 | | Total assets | $27,712,527 | $25,194,465 | +$2,518,062 | | Shareholders' equity | $13,385,838 | $12,157,669 | +$1,228,169 | | Long-term debt, net | $8,907,983 | $7,783,646 | +$1,124,337 | | Total capitalization | $22,366,430 | $20,018,186 | +$2,348,244 | | Total current liabilities | $1,130,450 | $1,205,875 | -$75,425 | [Condensed Consolidated Statements of Comprehensive Income (Three Months Ended June 30)](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME_Three%20Months) Summarizes revenues, expenses, and profits for the three-month period ending June 30, 2025 and 2024 Condensed Consolidated Statements of Comprehensive Income (Three Months Ended June 30, 2025 vs. 2024) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Total operating revenues | $838,774 | $701,549 | +$137,225 | | Operating income | $252,067 | $220,267 | +$31,800 | | Net income | $186,429 | $165,564 | +$20,865 | | Basic net income per share | $1.17 | $1.08 | +$0.09 | | Diluted net income per share | $1.16 | $1.08 | +$0.08 | | Cash dividends per share | $0.870 | $0.805 | +$0.065 | [Condensed Consolidated Statements of Comprehensive Income (Nine Months Ended June 30)](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME_Nine%20Months) Summarizes revenues, expenses, and profits for the nine-month period ending June 30, 2025 and 2024 Condensed Consolidated Statements of Comprehensive Income (Nine Months Ended June 30, 2025 vs. 2024) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Total operating revenues | $3,965,275 | $3,507,243 | +$458,032 | | Operating income | $1,340,486 | $1,170,362 | +$170,124 | | Net income | $1,023,863 | $908,879 | +$114,984 | | Basic net income per share | $6.47 | $6.00 | +$0.47 | | Diluted net income per share | $6.40 | $6.00 | +$0.40 | | Cash dividends per share | $2.610 | $2.415 | +$0.195 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Reports cash inflows and outflows from operating, investing, and financing activities for the nine-month periods Condensed Consolidated Statements of Cash Flows (Nine Months Ended June 30, 2025 vs. 2024) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $1,701,332 | $1,403,064 | +$298,268 | | Net cash used in investing activities | $(2,593,666) | $(2,119,094) | $(474,572) | | Net cash provided by financing activities | $1,297,079 | $1,376,044 | $(78,965) | | Net increase in cash and cash equivalents and restricted cash and cash equivalents | $404,745 | $660,014 | $(255,269) | [NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](index=7&type=section&id=NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Provides detailed disclosures supporting the condensed consolidated financial statements [Note 1. Nature of Business](index=7&type=section&id=Note%201.%20Nature%20of%20Business) Describes the company's regulated natural gas distribution and pipeline and storage operations - Atmos Energy Corporation is engaged in the regulated natural gas distribution and pipeline and storage businesses[19](index=19&type=chunk) - The distribution business delivers natural gas to over **3.3 million** residential, commercial, public authority, and industrial customers across eight states[20](index=20&type=chunk) - The pipeline and storage business includes natural gas transportation to Texas and Louisiana distribution systems and management of underground storage facilities[21](index=21&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=7&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) Outlines the key accounting principles and policies applied in the financial statements - The consolidated interim-period financial statements are prepared in accordance with GAAP, consistent with the Company's audited consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended September 30, 2024[22](index=22&type=chunk) - No material changes to significant accounting policies occurred during the nine months ended June 30, 2025[23](index=23&type=chunk) - The annual goodwill impairment assessment was completed in the second quarter of fiscal 2025, and **no impairment was determined**[24](index=24&type=chunk) - New FASB guidance on segment disclosure requirements, income tax disclosures, and expense captions are being evaluated for impact[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) [Note 3. Regulation](index=8&type=section&id=Note%203.%20Regulation) Details the accounting for regulatory assets and liabilities arising from the ratemaking process - The company records regulatory assets when future recovery of costs through customer rates is probable and regulatory liabilities when revenues will be reduced for amounts credited to customers[29](index=29&type=chunk) - During the first nine months of fiscal 2025, **$4.1 million** of Winter Storm Uri incremental costs were recovered, with **$6.3 million** remaining as a current asset[33](index=33&type=chunk) Regulatory Assets and Liabilities (June 30, 2025 vs. September 30, 2024) | Metric | June 30, 2025 (in thousands) | Sept 30, 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Total Regulatory Assets | $442,252 | $579,390 | $(137,138) | | Total Regulatory Liabilities | $1,218,790 | $1,227,882 | $(9,092) | [Note 4. Segment Information](index=9&type=section&id=Note%204.%20Segment%20Information) Presents financial information for the company's two reportable segments: Distribution and Pipeline and Storage - The company manages operations through two reportable segments: Distribution (regulated natural gas distribution in eight states) and Pipeline and Storage (regulated pipeline and storage operations, primarily Atmos Pipeline-Texas)[35](index=35&type=chunk) Segment Net Income (Nine Months Ended June 30, 2025 vs. 2024) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Distribution | $691,337 | $629,978 | +$61,359 | | Pipeline and Storage | $332,526 | $278,901 | +$53,625 | | Consolidated | $1,023,863 | $908,879 | +$114,984 | Segment Capital Expenditures (Nine Months Ended June 30, 2025 vs. 2024) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Distribution | $1,889,954 | $1,659,217 | +$230,737 | | Pipeline and Storage | $707,833 | $469,920 | +$237,913 | | Consolidated | $2,597,787 | $2,129,137 | +$468,650 | Segment Total Assets (June 30, 2025 vs. September 30, 2024) | Segment | June 30, 2025 (in thousands) | Sept 30, 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Distribution | $26,806,555 | $24,328,877 | +$2,477,678 | | Pipeline and Storage | $6,705,835 | $6,181,558 | +$524,277 | | Consolidated | $27,712,527 | $25,194,465 | +$2,518,062 | [Note 5. Earnings Per Share](index=11&type=section&id=Note%205.%20Earnings%20Per%20Share) Explains the calculation of basic and diluted earnings per share using the two-class method - The company uses the **two-class method** for EPS calculation due to participating securities (non-vested restricted stock units with nonforfeitable dividend rights)[38](index=38&type=chunk) - Basic weighted average shares outstanding increased to **158,245 thousand** in 2025 from 151,459 thousand in 2024, and diluted weighted average shares outstanding increased to **159,798 thousand** from 151,497 thousand[39](index=39&type=chunk) Basic and Diluted EPS (Nine Months Ended June 30, 2025 vs. 2024) | Metric | 2025 | 2024 | Change (YoY) | | :--- | :--- | :--- | :--- | | Basic net income per share | $6.47 | $6.00 | +$0.47 | | Diluted net income per share | $6.40 | $6.00 | +$0.40 | [Note 6. Revenue and Accounts Receivable](index=12&type=section&id=Note%206.%20Revenue%20and%20Accounts%20Receivable) Provides a breakdown of operating revenues by segment and details on accounts receivable - Alternative revenue programs, including weather-normalization adjustment mechanisms in the distribution segment and a revenue-sharing mechanism in the pipeline and storage segment, help mitigate revenue volatility[42](index=42&type=chunk) - A Mississippi Public Service Commission decision in December 2023 resulted in a **$13.9 million reduction** to bad debt expense in Q1 fiscal 2024, related to the recovery of uncollectible accounts[44](index=44&type=chunk) Total Operating Revenues by Segment (Nine Months Ended June 30, 2025 vs. 2024) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Distribution | $3,758,995 | $3,327,730 | +$431,265 | | Pipeline and Storage | $786,777 | $685,336 | +$101,441 | Allowance for Uncollectible Accounts (June 30, 2025 vs. September 30, 2024) | Metric | June 30, 2025 (in thousands) | Sept 30, 2024 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Ending balance | $46,360 | $37,056 | +$9,304 | [Note 7. Debt](index=15&type=section&id=Note%207.%20Debt) Details the company's long-term debt, credit facilities, and compliance with debt covenants - Completed a public offering of **$650 million** of 5.00% senior notes due December 2054 on October 1, 2024, yielding **$639.4 million** in net proceeds[47](index=47&type=chunk) - Completed a public offering of **$500 million** of 5.20% senior notes due August 2035 on June 26, 2025, yielding **$493.9 million** in net proceeds[48](index=48&type=chunk) - Maintains a **$1.5 billion** commercial paper program and **$3.1 billion** in committed revolving credit facilities, with no outstanding borrowings as of June 30, 2025[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) - The company was in compliance with all debt covenants as of June 30, 2025, with a total-debt-to-total-capitalization ratio of **41%** against a maximum of 70%[55](index=55&type=chunk)[56](index=56&type=chunk) Long-term Debt, Net (June 30, 2025 vs. September 30, 2024) | Metric | June 30, 2025 (in thousands) | Sept 30, 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Total long-term debt, net | $8,907,983 | $7,783,646 | +$1,124,337 | [Note 8. Shareholders' Equity](index=17&type=section&id=Note%208.%20Shareholders'%20Equity) Summarizes changes in shareholders' equity, including stock issuances and forward sale agreements - During the nine months ended June 30, 2025, the company executed forward sales of **5,967,768 shares** for **$871.5 million** and settled **4,907,436 shares** for net proceeds of **$568.6 million** under its ATM equity sales program[62](index=62&type=chunk) - As of June 30, 2025, **$5.8 billion** of securities were available under the shelf registration statement, and **$828.5 million** of equity was available under the ATM program[60](index=60&type=chunk)[62](index=62&type=chunk) - As of June 30, 2025, the company had **$1.7 billion** in available proceeds from outstanding forward sale agreements[62](index=62&type=chunk)[63](index=63&type=chunk) Shareholders' Equity (June 30, 2025 vs. September 30, 2024) | Metric | June 30, 2025 (in thousands) | Sept 30, 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Total Shareholders' Equity | $13,385,838 | $12,157,669 | +$1,228,169 | [Note 9. Securitization](index=19&type=section&id=Note%209.%20Securitization) Describes securitized bonds issued to recover extraordinary costs from Winter Storm Uri - Atmos Energy Kansas Securitization I, LLC (AEK) issued **$95 million** of Securitized Utility Tariff Bonds in June 2023 to recover Winter Storm Uri costs; AEK's assets are separate from Atmos Energy's obligations[66](index=66&type=chunk) - In March 2023, the Texas Natural Gas Securitization Finance Corporation issued **$3.5 billion** in customer rate relief bonds, which are obligations of the Finance Corporation and not Atmos Energy[69](index=69&type=chunk) Securitized Long-term Debt (June 30, 2025 vs. September 30, 2024) | Metric | June 30, 2025 (in thousands) | Sept 30, 2024 (in thousands) | | :--- | :--- | :--- | | Carrying value | $81,000 | $85,100 | | Fair value | $82,300 | $87,800 | [Note 10. Interim Pension and Other Postretirement Benefit Plan Information](index=20&type=section&id=Note%2010.%20Interim%20Pension%20and%20Other%20Postretirement%20Benefit%20Plan%20Information) Provides an update on the net periodic costs for pension and other postretirement benefit plans - Most pension and other postretirement benefit costs are recoverable through tariff rates or capitalized as regulatory assets or liabilities[70](index=70&type=chunk)[72](index=72&type=chunk) Net Periodic Pension Cost (Nine Months Ended June 30, 2025 vs. 2024) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Pension Benefits | $6,304 | $9,038 | $(2,734) | | Other Benefits | $(12,366) | $(12,270) | $(96) | [Note 11. Commitments and Contingencies](index=21&type=section&id=Note%2011.%20Commitments%20and%20Contingencies) Discloses legal proceedings, environmental matters, purchase commitments, and other contingencies - The company is subject to various legal and regulatory proceedings, including NTSB investigations into natural gas incidents in Jackson, Mississippi (Jan 2024) and Avondale, Louisiana (Dec 2024), both resulting in fatalities[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) - Management believes the final outcome of litigation and environmental matters will not have a material adverse effect on the company's financial condition, results of operations, or cash flows[76](index=76&type=chunk) - A new service center lease entered in Q3 fiscal 2025 is expected to add **$23.1 million** to future lease payments[79](index=79&type=chunk) Purchase Commitments (as of June 30, 2025) | Contract Type | Volume (Bcf) | Timeframe | Weighted Average Price | | :--- | :--- | :--- | :--- | | Indexed contracts | 88.8 | Within one year | N/A | | Indexed contracts | 123.7 | Two to three years | N/A | | Fixed price contracts | 10.7 | Within one year | $3.12 per Mcf | [Note 12. Income Taxes](index=22&type=section&id=Note%2012.%20Income%20Taxes) Details the company's effective tax rate and deferred tax liabilities - Effective tax rates differ from the **21%** federal statutory rate primarily due to amortization of excess deferred federal income tax liabilities, tax credits, state income taxes, and other permanent book-to-tax differences[81](index=81&type=chunk) - Regulatory excess net deferred tax liability of **$159.0 million** is being returned to customers over various periods[82](index=82&type=chunk) Effective Tax Rates (Three and Nine Months Ended June 30, 2025 vs. 2024) | Period | 2025 | 2024 | | :--- | :--- | :--- | | Three Months Ended June 30 | 19.2% | 16.8% | | Nine Months Ended June 30 | 19.1% | 15.6% | [Note 13. Financial Instruments](index=22&type=section&id=Note%2013.%20Financial%20Instruments) Describes the use of derivative instruments to manage commodity price and interest rate risks - The company uses financial instruments to mitigate commodity price risk (physical storage, fixed-price forward contracts, OTC swap/option contracts) and interest rate risk (forward starting interest rate swaps)[84](index=84&type=chunk)[85](index=85&type=chunk)[87](index=87&type=chunk) - Approximately **24.0 Bcf** of winter flowing gas requirements for the 2024-2025 heating season were hedged using financial instruments not designated as accounting hedges[86](index=86&type=chunk) - Net (gain) loss on settled interest rate agreements reclassified from AOCI into interest charges was **$(5.1) million** for the three months and **$(15.4) million** for the nine months ended June 30, 2025[93](index=93&type=chunk) - As of June 30, 2025, the company had **$383.0 million** of net realized gains in AOCI associated with interest rate agreements, with amortization periods extending through fiscal 2055[95](index=95&type=chunk)[96](index=96&type=chunk) Fair Value of Financial Instruments (Assets) (June 30, 2025 vs. September 30, 2024) | Metric | June 30, 2025 (in thousands) | Sept 30, 2024 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Gross / Net Financial Instruments (Assets) | $133,000 | $96,288 | +$36,712 | [Note 14. Fair Value Measurements](index=24&type=section&id=Note%2014.%20Fair%20Value%20Measurements) Explains the methodology for measuring the fair value of financial assets and liabilities - Fair value measurements are categorized into a three-level hierarchy based on the observability of inputs (Level 1: quoted prices in active markets, Level 2: other observable inputs, Level 3: unobservable inputs)[100](index=100&type=chunk) Total Assets Accounted for at Fair Value (June 30, 2025 vs. September 30, 2024) | Metric | June 30, 2025 (in thousands) | Sept 30, 2024 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Total assets | $245,516 | $206,882 | +$38,634 | Long-term Debt (excluding finance leases) (June 30, 2025 vs. September 30, 2024) | Metric | June 30, 2025 (in thousands) | Sept 30, 2024 (in thousands) | | :--- | :--- | :--- | | Carrying Amount | $8,935,000 | $7,785,000 | | Fair Value | $8,115,633 | $7,337,936 | [Note 15. Concentration of Credit Risk](index=26&type=section&id=Note%2015.%20Concentration%20of%20Credit%20Risk) Addresses the company's exposure to credit risk from its financial instruments and customers - There were **no material changes** in the company's concentration of credit risk during the nine months ended June 30, 2025[105](index=105&type=chunk) [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](index=27&type=section&id=REPORT%20OF%20INDEPENDENT%20REGISTERED%20PUBLIC%20ACCOUNTING%20FIRM) Presents the independent auditor's review report on the interim financial statements - Ernst & Young LLP reviewed the condensed consolidated interim financial statements for the three and nine months ended June 30, 2025 and 2024[108](index=108&type=chunk) - **No material modifications** are needed for the condensed consolidated interim financial statements to conform with U.S. GAAP[108](index=108&type=chunk) - The information in the condensed consolidated balance sheet as of September 30, 2024, is fairly stated in relation to the audited consolidated balance sheet[109](index=109&type=chunk) [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=28&type=section&id=MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Provides management's perspective on the company's financial performance, condition, and outlook [Introduction and Cautionary Statement](index=28&type=section&id=INTRODUCTION_Cautionary%20Statement) Introduces the MD&A and provides a safe harbor statement regarding forward-looking information - The report contains "forward-looking statements" subject to risks and uncertainties that could cause actual results to differ materially[113](index=113&type=chunk) - Key risks include regulatory decisions, increased oversight, safety regulations, natural gas hazards, supply availability, competition, workforce issues, natural disasters, cyber-attacks, climate change, capital intensity, market access, commodity price volatility, and concentration of operations in Texas[113](index=113&type=chunk) [Overview](index=28&type=section&id=OVERVIEW) Describes the company's core business, strategic vision, and capital expenditure plans - Atmos Energy operates regulated natural gas distribution and pipeline and storage businesses, serving over **3.3 million customers** in eight states[114](index=114&type=chunk) - The company manages two reportable segments: Distribution (regulated natural gas distribution) and Pipeline and Storage (regulated pipeline and storage operations, primarily Atmos Pipeline-Texas)[115](index=115&type=chunk) - Anticipates spending approximately **$24 billion** in capital expenditures between fiscal years 2025 and 2029, with more than **80%** dedicated to safety and reliability[117](index=117&type=chunk) - The ability to recover expenditures timely through rate designs and mechanisms is a primary driver of financial performance[116](index=116&type=chunk) [CRITICAL ACCOUNTING ESTIMATES AND POLICIES](index=29&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES%20AND%20POLICIES) Highlights significant accounting policies that require management's most difficult and subjective judgments - Financial statements require estimates and judgments for items including allowance for doubtful accounts, legal and environmental accruals, pension and postretirement obligations, deferred income taxes, and goodwill valuation[118](index=118&type=chunk) - There were **no significant changes** to critical accounting policies during the nine months ended June 30, 2025[119](index=119&type=chunk) [RESULTS OF OPERATIONS](index=29&type=section&id=RESULTS%20OF%20OPERATIONS) Analyzes the company's operating results for the recent periods, focusing on key drivers and segment performance [Executive Summary](index=29&type=section&id=Executive%20Summary) Provides a high-level summary of financial results and key operational achievements - The **13% year-over-year increase** in net income largely reflects positive rate outcomes driven by safety and reliability spending, partially offset by higher bad debt, depreciation, property tax, and certain operating expenses[121](index=121&type=chunk) - During the nine months ended June 30, 2025, regulatory actions were implemented or approved, resulting in a **$321.8 million** increase in annual operating income[122](index=122&type=chunk) - Ratemaking efforts in progress as of June 30, 2025, seek a total increase in annual operating income of **$248.7 million**[122](index=122&type=chunk) - Capital expenditures for the nine months ended June 30, 2025, were **$2,597.8 million**, with approximately **86%** invested in safety and reliability[123](index=123&type=chunk) Net Income and EPS (Nine Months Ended June 30, 2025 vs. 2024) | Metric | 2025 | 2024 | Change (YoY) | | :--- | :--- | :--- | :--- | | Net income | $1,023.9 million | $908.9 million | +$115.0 million | | Diluted net income per share | $6.40 | $6.00 | +$0.40 | [Distribution Segment](index=29&type=section&id=Distribution%20Segment) Discusses the financial performance and ratemaking activities of the Distribution segment - Approximately **97%** of residential and commercial revenues are covered by weather normalization adjustments (WNA) to mitigate the effects of weather on revenue[129](index=129&type=chunk) - The company generally passes the cost of gas through to customers without markup under purchased gas cost adjustment mechanisms[130](index=130&type=chunk) [Three Months Ended June 30, 2025 compared with Three Months Ended June 30, 2024](index=30&type=section&id=Three%20Months%20Ended%20June%2030,%202025%20compared%20with%20Three%20Months%20Ended%20June%2030,%202024_Distribution) Analyzes the quarterly performance of the Distribution segment - Operating income increased by **14.9%**, driven by a **$33.4 million** increase in rate adjustments (primarily Mid-Tex Division) and a **$7.2 million** increase from residential customer growth and increased industrial load[133](index=133&type=chunk) - Offsetting factors included a **$19.2 million** increase in depreciation expense and property taxes, a **$4.9 million** increase in employee-related costs, and a **$7.5 million** increase in system monitoring and compliance activities[137](index=137&type=chunk) Distribution Segment Operating Income (Three Months Ended June 30, 2025 vs. 2024) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Operating income | $95,466 | $83,122 | +$12,344 | [Nine Months Ended June 30, 2025 compared with Nine Months Ended June 30, 2024](index=31&type=section&id=Nine%20Months%20Ended%20June%2030,%202025%20compared%20with%20Nine%20Months%20Ended%20June%2030,%202024_Distribution) Analyzes the nine-month performance of the Distribution segment - Operating income increased by **13.4%**, driven by a **$170.5 million** increase in rate adjustments (primarily Mid-Tex Division) and a **$21.6 million** increase from residential customer growth and industrial load[142](index=142&type=chunk) - Offsetting factors included a **$59.9 million** increase in depreciation expense and property taxes, a **$31.6 million** increase in employee-related costs, a **$16.7 million** increase in system monitoring and compliance activities, and a **$12.9 million** increase in bad debt expense[142](index=142&type=chunk) Distribution Segment Operating Income (Nine Months Ended June 30, 2025 vs. 2024) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Operating income | $895,232 | $789,793 | +$105,439 | [Recent Ratemaking Developments](index=32&type=section&id=Recent%20Ratemaking%20Developments) Details recent regulatory filings and outcomes for the Distribution segment - During the first nine months of fiscal 2025, regulatory actions resulted in a **$244.6 million** increase in annual operating income (**$232.5 million** excluding EDIT impact)[140](index=140&type=chunk)[141](index=141&type=chunk) - As of June 30, 2025, ratemaking efforts in progress sought **$248.7 million** in increased annual operating income across various divisions and jurisdictions[143](index=143&type=chunk) Annual Formula Rate Mechanisms Approved (Nine Months Ended June 30, 2025) | Division | Jurisdiction | Increase in Annual Operating Income (in thousands) | | :--- | :--- | :--- | | Mid-Tex | Mid-Tex Cities RRM | $112,144 | | Mississippi | Mississippi - SIR | $23,995 | | Mid-Tex | DARR | $25,916 | | Total | | $180,214 | Rate Case Filings Completed (Nine Months Ended June 30, 2025) | Division | State | Increase in Annual Operating Income (in thousands) | | :--- | :--- | :--- | | West Texas Systemwide | Texas | $30,615 | | Kentucky/Mid-States | Kentucky | $33,654 | | Total | | $64,269 | [Pipeline and Storage Segment](index=35&type=section&id=Pipeline%20and%20Storage%20Segment) Discusses the financial performance and ratemaking activities of the Pipeline and Storage segment - APT made a GRIP filing on February 26, 2025, for a **$77.2 million** increase in operating income, which was approved by the RRC on June 17, 2025[155](index=155&type=chunk) - The demand fee for the Louisiana natural gas transmission pipeline increases **5% annually** and is approved until September 30, 2027[156](index=156&type=chunk) [Three Months Ended June 30, 2025 compared with Three Months Ended June 30, 2024](index=35&type=section&id=Three%20Months%20Ended%20June%2030,%202025%20compared%20with%20Three%20Months%20Ended%20June%2030,%202024_Pipeline) Analyzes the quarterly performance of the Pipeline and Storage segment - Operating income increased by **14.2%**, driven by a **$17.4 million** increase from rate adjustments (GRIP filings, SSIR) and a **$4.2 million** increase from higher capacity contracted by tariff-based customers[158](index=158&type=chunk) - Offsetting factors included an **$8.1 million** increase due to timing of activities (pipeline inspection, storage/compression maintenance), a **$6.4 million** increase in depreciation expense and property taxes, and a **$4.7 million** increase in SSIR-related expenses[160](index=160&type=chunk) Pipeline and Storage Segment Operating Income (Three Months Ended June 30, 2025 vs. 2024) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Operating income | $156,601 | $137,145 | +$19,456 | [Nine Months Ended June 30, 2025 compared with Nine Months Ended June 30, 2024](index=36&type=section&id=Nine%20Months%20Ended%20June%2030,%202025%20compared%20with%20Nine%20Months%20Ended%20June%2030,%202024_Pipeline) Analyzes the nine-month performance of the Pipeline and Storage segment - Operating income increased by **17.0%**, primarily due to a **$65.7 million** increase from rate adjustments (GRIP filings, SSIR, December 2023 rate case) and a **$12.5 million** increase from higher capacity contracted by tariff-based customers[165](index=165&type=chunk) - Offsetting factors included a **$19.7 million** increase in depreciation expense and property taxes and a **$14.2 million** increase in SSIR-related expenses[165](index=165&type=chunk) Pipeline and Storage Segment Operating Income (Nine Months Ended June 30, 2025 vs. 2024) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Operating income | $445,254 | $380,569 | +$64,685 | [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses the company's sources and uses of cash, capital structure, and financing activities - Total liquidity as of June 30, 2025, was approximately **$5.5 billion**, consisting of **$709.4 million** in cash, **$1,684.4 million** from equity forward sales agreements, and **$3,094.4 million** in undrawn credit facilities[124](index=124&type=chunk) - The company has a shelf registration statement allowing issuance of up to **$8.0 billion** in common stock and/or debt securities, with **$5.8 billion** available as of June 30, 2025[163](index=163&type=chunk) - An at-the-market (ATM) equity sales program allows for issuance of up to **$1.7 billion** in common stock, with **$828.5 million** available as of June 30, 2025[164](index=164&type=chunk) - Liquidity sources are expected to be sufficient to fund working capital needs and capital expenditure program for the remainder of fiscal year 2025[166](index=166&type=chunk) [Cash Flows](index=38&type=section&id=Cash%20Flows) Analyzes the changes in cash flows from operating, investing, and financing activities - Operating cash flow increased by **$298.3 million** primarily due to the positive effects of successful rate case outcomes achieved in fiscal 2024[170](index=170&type=chunk) - Cash used for investing activities increased by **$474.6 million** due to increased capital spending in both distribution (**$230.7 million**) and pipeline and storage (**$237.9 million**) segments[172](index=172&type=chunk) - Financing activities provided **$1,297.1 million** of cash in 2025, including **$1.7 billion** in net proceeds from long-term debt and equity issuances, compared to **$1,376.0 million** in 2024[173](index=173&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk) Cash Flow Summary (Nine Months Ended June 30, 2025 vs. 2024) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Operating activities | $1,701,332 | $1,403,064 | +$298,268 | | Investing activities | $(2,593,666) | $(2,119,094) | $(474,572) | | Financing activities | $1,297,079 | $1,376,044 | $(78,965) | [Credit Ratings](index=39&type=section&id=Credit%20Ratings) Presents the company's current credit ratings from major rating agencies - On April 2, 2025, Moody's reaffirmed its short-term credit rating, downgraded the long-term credit rating to **A2**, and placed ratings under stable outlook[178](index=178&type=chunk) - All current debt ratings are considered **investment grade**[178](index=178&type=chunk) Current Credit Ratings (as of August 6, 2025) | Rating Agency | Senior Unsecured Long-Term Debt | Short-Term Debt | Outlook | | :--- | :--- | :--- | :--- | | S&P | A- | A-2 | Stable | | Moody's | A2 | P-1 | Stable | [Debt Covenants](index=40&type=section&id=Debt%20Covenants) Confirms the company's compliance with its debt covenants - The company was in **compliance with all debt covenants** as of June 30, 2025[181](index=181&type=chunk) - The total-debt-to-total-capitalization ratio was **41%** at June 30, 2025, well within the 70% covenant limit[55](index=55&type=chunk) [Contractual Obligations and Commercial Commitments](index=40&type=section&id=Contractual%20Obligations%20and%20Commercial%20Commitments) States that there have been no significant changes to contractual obligations - **No significant changes** in contractual obligations and commercial commitments occurred during the nine months ended June 30, 2025, other than those detailed in Note 11[182](index=182&type=chunk) [Risk Management Activities](index=40&type=section&id=Risk%20Management%20Activities) Describes the company's strategies for managing commodity price and interest rate risks - The company uses physical storage, fixed physical contracts, and fixed financial contracts to reduce exposure to unusually large winter-period gas price increases[183](index=183&type=chunk) - Interest rate risk is managed by periodically entering into financial instruments to effectively fix the Treasury yield component of interest cost associated with anticipated financings[183](index=183&type=chunk) - The fair value of financial instruments at June 30, 2025, was **$132.3 million**[184](index=184&type=chunk) [ONE BIG BEAUTIFUL BILL ACT](index=40&type=section&id=ONE%20BIG%20BEAUTIFUL%20BILL%20ACT) Discusses the potential impact of recent tax legislation - The "One Big Beautiful Bill Act" was signed into law on July 4, 2025[185](index=185&type=chunk) - The Act extended key provisions of the 2017 Tax Cuts and Jobs Act and introduced targeted changes to the U.S. federal income tax regime[185](index=185&type=chunk) - The company does **not anticipate a material impact** on its results of operations from this Act[185](index=185&type=chunk) [OPERATING STATISTICS AND OTHER INFORMATION](index=41&type=section&id=OPERATING%20STATISTICS%20AND%20OTHER%20INFORMATION) Provides key operational data for the Distribution and Pipeline and Storage segments Distribution Segment Operating Statistics (June 30, 2025 vs. 2024) | Metric | June 30, 2025 | June 30, 2024 | Change (YoY) | | :--- | :--- | :--- | :--- | | Total meters in service | 3,391,806 | 3,357,983 | +33,823 | | Total gas sales volumes (MMcf) (9 months) | 256,085 | 252,116 | +3,969 | | Total throughput (MMcf) (9 months) | 380,130 | 377,555 | +2,575 | Pipeline and Storage Segment Operating Statistics (June 30, 2025 vs. 2024) | Metric | June 30, 2025 | June 30, 2024 | Change (YoY) | | :--- | :--- | :--- | :--- | | Total customers | 292 | 288 | +4 | | Pipeline transportation volumes (MMcf) (9 months) | 678,457 | 622,747 | +55,710 | [RECENT ACCOUNTING DEVELOPMENTS](index=41&type=section&id=RECENT%20ACCOUNTING%20DEVELOPMENTS) Refers to the notes to financial statements for information on recent accounting pronouncements - Recent accounting developments are detailed in Note 2 to the condensed consolidated financial statements[187](index=187&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) States that there have been no material changes in the company's market risk disclosures - There were **no material changes** in the company's quantitative and qualitative disclosures about market risk during the nine months ended June 30, 2025[188](index=188&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Confirms the effectiveness of disclosure controls and procedures and internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2025[189](index=189&type=chunk) - **No material changes** in internal control over financial reporting occurred during the third quarter of the fiscal year ended September 30, 2025[190](index=190&type=chunk) [PART II. OTHER INFORMATION](index=43&type=section&id=PART%20II.%20OTHER%20INFORMATION) Contains other required disclosures, including legal proceedings, risk factors, and exhibits [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) Provides an update on the status of material legal proceedings - **No material changes** in legal proceedings occurred during the nine months ended June 30, 2025, except as noted in Note 11[192](index=192&type=chunk) - Management believes the final outcome of legal matters will **not have a material adverse effect** on the company's financial condition, results of operations, or cash flows[192](index=192&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) States that there have been no material changes to previously disclosed risk factors - **No material changes** from the risk factors disclosed in the Annual Report on Form 10-K for the year ended September 30, 2024[193](index=193&type=chunk) [Item 5. Other Information](index=43&type=section&id=Item%205.%20Other%20Information) Discloses information regarding director and officer trading plans - **No director or officer** adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[194](index=194&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) Lists the exhibits filed with the quarterly report - The section lists various exhibits filed, including corporate governance documents (Restated Articles of Incorporation, Amended and Restated Bylaws), debt securities (Officers' Certificate, Global Security), and regulatory certifications (Rule 13a-14(a)/15d-14(a) Certifications, Section 1350 Certifications, XBRL documents)[196](index=196&type=chunk) [SIGNATURE](index=45&type=section&id=SIGNATURE) Provides the official signature authorizing the report filing - The report was signed on behalf of Atmos Energy Corporation by Christopher T. Forsythe, Senior Vice President and Chief Financial Officer, on August 6, 2025[200](index=200&type=chunk)

[Second Quarter 2025 Financial & Operational Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20%26%20Operational%20Highlights) Intrepid reported strong Q2 2025 results, driven by potash and Trio performance, with revised production outlook [Management Commentary & Key Results](index=1&type=section&id=Management%20Commentary%20%26%20Key%20Results) Intrepid exceeded Q2 2025 expectations with strong financial results, driven by improved pricing and demand for potash and Trio - Management highlighted that solid pricing and sales volumes for potash and Trio® drove higher gross margins compared to the prior year[3](index=3&type=chunk)[4](index=4&type=chunk) Q2 2025 Key Financial Results | Metric | Value | | :--- | :--- | | Total Sales | $71.5 million | | Net Income | $3.3 million ($0.25/share) | | Adjusted Net Income | $6.0 million ($0.45/share) | | Adjusted EBITDA | $16.4 million | | Cash Flow from Operations | $39.9 million | - Adjusted EBITDA of **$16.4 million** was roughly **75%** higher than the **second quarter of 2024**[4](index=4&type=chunk) [Consolidated Financial & Operational Metrics](index=2&type=section&id=Consolidated%20Financial%20%26%20Operational%20Metrics) Q2 2025 saw Intrepid's total sales rise to $71.5 million, with net income turning positive and increased sales volumes Q2 2025 vs Q2 2024 Financial Performance (Three Months Ended June 30) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Total Sales | $71.5 million | $62.1 million | | Gross Margin | $14.3 million | $7.6 million | | Net Income (Loss) | $3.3 million | $(0.8) million | | Adjusted EBITDA | $16.4 million | $9.2 million | | Cash Flow from Operations | $39.9 million | $27.7 million | Q2 2025 vs Q2 2024 Key Operational Metrics (Three Months Ended June 30) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Potash Sales Volumes | 69k tons | 55k tons | | Avg. Potash Price/ton | $361 | $405 | | Trio® Sales Volumes | 70k tons | 63k tons | | Avg. Trio® Price/ton | $368 | $314 | [Operational Updates & Outlook](index=2&type=section&id=Operational%20Updates%20%26%20Outlook) Potash production outlook for 2025-2026 revised downward due to rainfall and HB AMAX Cavern project results - Above-average rainfall at the HB facility is expected to reduce **1H 2026** production by approximately **20,000 tons** A planned mill shutdown in **September 2025** will shift about **15,000 tons** of production from **2025** into **1H 2026**[7](index=7&type=chunk) - The HB AMAX Cavern project did not find an anticipated brine pool, which is now expected to decrease **2026** production by an additional **25,000 tons** due to a reduced overall brine grade[8](index=8&type=chunk)[9](index=9&type=chunk) Revised Potash Production Outlook (in thousands of tons) | Year | Current Forecast | Previous Forecast | | :--- | :--- | :--- | | 2025 | 270k - 280k | 285k - 295k | | 2026 | 270k - 280k | 300k - 310k | [Liquidity & Capital Expenditures](index=3&type=section&id=Liquidity%20%26%20Capital%20Expenditures) Intrepid maintains strong liquidity with $87 million cash and no debt, forecasting $32-37 million in 2025 capex - As of **August 1, 2025**, the company had **$87 million** in cash and cash equivalents and no outstanding debt on its **$150 million** revolving credit facility[11](index=11&type=chunk) - **Q2 2025** capital expenditures totaled **$4.1 million** The full-year **2025** forecast is projected to be between **$32 million** and **$37 million**[12](index=12&type=chunk) [Segment Performance Analysis](index=3&type=section&id=Segment%20Performance%20Analysis) Analysis of Potash, Trio®, and Oilfield Solutions segments reveals varied performance in Q2 2025 [Potash Segment](index=3&type=section&id=Potash%20Segment) Potash segment sales increased by $4.0 million in Q2 2025, driven by higher volumes and improved gross margin Potash Segment Performance (Three Months Ended June 30) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Sales | $34.0 million | $30.0 million | | Gross Margin | $4.9 million | $3.3 million | | Sales Volumes | 69k tons | 55k tons | | Avg. Net Realized Price/ton | $361 | $405 | - The increase in sales was primarily driven by a **25%** rise in sales volumes, while the average net realized sales price per ton decreased by **11%** compared to the prior year[13](index=13&type=chunk)[14](index=14&type=chunk) - Unit economics improved, with COGS per ton decreasing by **13%** to **$337** from **$386** in **Q2 2024**, which contributed to the higher gross margin[16](index=16&type=chunk)[17](index=17&type=chunk) [Trio® Segment](index=4&type=section&id=Trio%C2%AE%20Segment) Trio® segment sales surged 25% in Q2 2025 due to increased volume and price, boosting gross margin to $8.1 million Trio® Segment Performance (Three Months Ended June 30) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Sales | $33.2 million | $26.5 million | | Gross Margin | $8.1 million | $2.2 million | | Sales Volume | 70k tons | 63k tons | | Avg. Net Realized Price/ton | $368 | $314 | - Sales growth was driven by both an **11%** increase in tons sold and a **17%** increase in the average net realized sales price per ton[21](index=21&type=chunk) - Trio® segment COGS per ton improved by **10%** to **$235**, down from **$261** in **Q2 2024**, reflecting strong efficiencies and lower operating expenses[21](index=21&type=chunk) [Oilfield Solutions Segment](index=5&type=section&id=Oilfield%20Solutions%20Segment) Oilfield Solutions sales decreased by $1.2 million in Q2 2025 due to lower water sales, resulting in reduced gross margin Oilfield Solutions Segment Performance (Three Months Ended June 30) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Sales | $4.3 million | $5.5 million | | Gross Margin | $1.3 million | $2.1 million | - The sales decrease was attributed to a **$2.0 million** drop in water sales from slightly lower oilfield activity, partially offset by a **$0.9 million** increase in surface use and easement sales[22](index=22&type=chunk) - Segment gross margin decreased by **$0.8 million** to **$1.3 million**, reflecting the lower sales[23](index=23&type=chunk) [Financial Statements](index=10&type=section&id=Financial%20Statements) Key financial statements for Q2 2025 show improved sales, net income, and strong cash flow and liquidity [Condensed Consolidated Statements of Operations](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 saw Intrepid's total sales rise to $71.5 million, with gross margin doubling and net income turning positive Q2 2025 vs Q2 2024 Income Statement Highlights (Three Months Ended June 30) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | | :--- | :--- | :--- | | Sales | $71,472 | $62,055 | | Gross Margin | $14,287 | $7,624 | | Operating Income (Loss) | $3,294 | $(1,628) | | Net Income (Loss) | $3,263 | $(833) | | Diluted EPS | $0.25 | $(0.06) | [Condensed Consolidated Balance Sheets](index=11&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Intrepid's balance sheet as of June 30, 2025, shows strong liquidity with increased cash and total stockholders' equity Balance Sheet Highlights (as of June 30, 2025 vs Dec 31, 2024) | Metric | June 30, 2025 (in thousands) | Dec 31, 2024 (in thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $85,049 | $41,309 | | Total current assets | $211,632 | $183,763 | | Total Assets | $607,160 | $594,520 | | Total current liabilities | $40,083 | $38,003 | | Total Liabilities | $123,323 | $120,128 | | Total Stockholders' Equity | $483,837 | $474,392 | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q2 2025 operating cash flow was strong at $39.9 million, ending with $85.6 million cash balance Q2 2025 vs Q2 2024 Cash Flow Highlights (Three Months Ended June 30) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $39,943 | $27,746 | | Net cash used in investing activities | $(130) | $(9,830) | | Net cash used in financing activities | $(431) | $(318) | | Net Change in Cash | $39,382 | $17,598 | | Cash, end of period | $85,642 | $52,247 | [Non-GAAP Financial Measures & Reconciliations](index=13&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Reconciliations) Reconciliations of non-GAAP measures like Adjusted Net Income and EBITDA provide insights into core financial performance [Reconciliation of Net Income to Adjusted Net Income](index=14&type=section&id=Reconciliation%20of%20Net%20Income%20to%20Adjusted%20Net%20Income) Q2 2025 GAAP Net Income of $3.3 million adjusted to $6.0 million, excluding non-recurring items for comparability Reconciliation of Net Income to Adjusted Net Income (Q2 2025) | Description | Amount (in thousands) | | :--- | :--- | | **Net Income (GAAP)** | **$3,263** | | Impairment of long-lived assets | $1,204 | | (Gain) on sale of assets | $(1,274) | | Employee separation costs | $638 | | Unpermitted discharge penalty | $2,155 | | **Adjusted Net Income (Non-GAAP)** | **$5,986** | [Reconciliation of Net Income to Adjusted EBITDA](index=15&type=section&id=Reconciliation%20of%20Net%20Income%20to%20Adjusted%20EBITDA) Adjusted EBITDA for Q2 2025 significantly increased to $16.4 million, reflecting core operating performance Reconciliation of Net Income to Adjusted EBITDA (Q2 2025 vs Q2 2024) | Description | Q2 2025 (in thousands) | Q2 2024 (in thousands) | | :--- | :--- | :--- | | **Net Income (Loss) (GAAP)** | **$3,263** | **$(833)** | | Total adjustments | $13,128 | $10,068 | | **Adjusted EBITDA (Non-GAAP)** | **$16,391** | **$9,235** | [Reconciliation to Average Net Realized Sales Price per Ton](index=16&type=section&id=Reconciliation%20to%20Average%20Net%20Realized%20Sales%20Price%20per%20Ton) Average net realized sales price per ton for Q2 2025 was $361 for Potash and $368 for Trio®, after adjustments Average Net Realized Sales Price per Ton (Q2 2025 vs Q2 2024) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Potash | $361 | $405 | | Trio® | $368 | $314 | [Disaggregation of Revenue and Segment Data](index=17&type=section&id=Disaggregation%20of%20Revenue%20and%20Segment%20Data) Detailed revenue breakdown by product and segment highlights Trio® and Potash as primary gross margin drivers [Revenue by Product and Segment](index=17&type=section&id=Revenue%20by%20Product%20and%20Segment) Q2 2025 total revenue of $71.5 million was primarily driven by Trio® ($33.2 million) and Potash ($27.7 million) sales Total Revenue by Product (Q2 2025) | Product | Revenue (in thousands) | | :--- | :--- | | Potash | $27,741 | | Trio® | $33,192 | | Water | $587 | | Salt | $3,189 | | Magnesium Chloride | $1,623 | | Brine Water | $2,438 | | Other | $2,702 | | **Total Revenue** | **$71,472** | [Segment Gross Margin Analysis](index=19&type=section&id=Segment%20Gross%20Margin%20Analysis) Trio® segment led Q2 2025 gross margin at $8.1 million, contributing to $14.3 million consolidated gross margin Gross Margin by Segment (Q2 2025 vs Q2 2024) | Segment | Q2 2025 (in thousands) | Q2 2024 (in thousands) | | :--- | :--- | :--- | | Potash | $4,858 | $3,312 | | Trio® | $8,086 | $2,182 | | Oilfield Solutions | $1,343 | $2,130 | | **Consolidated** | **$14,287** | **$7,624** |

[Financial Performance Overview](index=1&type=section&id=Financial%20Performance%20Overview) CACI delivered strong fiscal year 2025 results, marked by significant revenue and earnings growth across both the fourth quarter and full year, supported by robust contract awards and a positive outlook for FY2026 [Fourth Quarter Fiscal Year 2025 Results](index=1&type=section&id=Fourth%20Quarter%20Fiscal%20Year%202025%20Results) CACI reported strong Q4 FY2025 results with a 13.0% year-over-year revenue increase to $2.3 billion, driven by 5.3% organic growth, and adjusted diluted EPS rose 27.1% to $8.40 Q4 FY2025 Financial Highlights (vs. Q4 FY2024) | Metric | Q4 FY2025 | Q4 FY2024 | % Change | | :--- | :--- | :--- | :--- | | Revenues | $2,304.1M | $2,038.3M | 13.0% | | Net Income | $157.9M | $134.7M | 17.2% | | Adjusted Net Income | $185.8M | $148.7M | 24.9% | | Diluted EPS | $7.14 | $5.98 | 19.4% | | Adjusted Diluted EPS | $8.40 | $6.61 | 27.1% | | EBITDA | $264.5M | $234.9M | 12.6% | - The **13.0% year-over-year revenue growth** in the fourth quarter was driven by **5.3% organic growth**[4](index=4&type=chunk) - Growth in diluted and adjusted diluted EPS was primarily driven by higher income from operations, a lower tax provision, and share repurchases, partially offset by increased interest expense[4](index=4&type=chunk) [Full Fiscal Year 2025 Results](index=3&type=section&id=Full%20Fiscal%20Year%202025%20Results) For the full fiscal year 2025, CACI achieved revenues of $8.6 billion, a 12.6% increase, with 7.2% organic growth, and adjusted diluted EPS increased by 25.8% to $26.48 Full Year FY2025 Financial Highlights (vs. FY2024) | Metric | FY2025 | FY2024 | % Change | | :--- | :--- | :--- | :--- | | Revenues | $8,627.8M | $7,659.8M | 12.6% | | Net Income | $499.8M | $419.9M | 19.0% | | Adjusted Net Income | $593.0M | $475.1M | 24.8% | | Diluted EPS | $22.32 | $18.60 | 20.0% | | Adjusted Diluted EPS | $26.48 | $21.05 | 25.8% | | EBITDA | $966.8M | $798.0M | 21.2% | - Full-year revenue growth of **12.6%** was supported by **7.2% organic growth**[9](index=9&type=chunk) - The increase in cash from operations was driven by higher net income, lower tax payments under the Tax Cuts and Jobs Act of 2017, and strong working capital management[9](index=9&type=chunk) [Contract Awards and Backlog](index=1&type=section&id=Contract%20Awards%20and%20Backlog) The company secured $2.6 billion in Q4 and $9.6 billion for the full fiscal year contract awards, resulting in a 1.1x book-to-bill ratio and a total backlog of $31.4 billion - Contract awards in the fourth quarter totaled **$2.6 billion**, with over **40% for new business**[5](index=5&type=chunk) - For the full fiscal year, contract awards were **$9.6 billion**, with a book-to-bill ratio of **1.1x**[1](index=1&type=chunk) Backlog as of June 30, 2025 | Backlog Type | Amount | YoY Change | | :--- | :--- | :--- | | Total Backlog | $31.4B | <1% decrease | | Funded Backlog | $4.2B | 11% increase | [Fiscal Year 2026 Guidance](index=3&type=section&id=Fiscal%20Year%202026%20Guidance) CACI issued guidance for fiscal year 2026, projecting revenues between $9.2 billion and $9.4 billion, adjusted diluted EPS of $27.13 to $28.03, and free cash flow of at least $710 million FY2026 Guidance | Metric | Guidance Range | | :--- | :--- | | Revenues | $9,200M - $9,400M | | Adjusted Net Income | $605M - $625M | | Adjusted Diluted EPS | $27.13 - $28.03 | | Free Cash Flow | at least $710M | - The FY2026 free cash flow guidance assumes approximately **$50 million in tax benefits** from the modification of Section 174 and a **$40 million cash tax refund**[12](index=12&type=chunk) [Operational and Corporate Highlights](index=2&type=section&id=Operational%20and%20Corporate%20Highlights) CACI achieved significant contract wins, including major awards with the U.S. Army and intelligence community, alongside corporate recognition and governance updates [Key Contract Wins](index=2&type=section&id=Key%20Contract%20Wins) CACI announced several significant contract awards, including an $855 million task order with the U.S. Army INSCOM and a $616 million task order with an intelligence community customer - Awarded a five-year contract valued at up to **$855 million** to support the U.S. Army Intelligence and Security Command's (INSCOM) military intelligence operations[7](index=7&type=chunk) - Secured a seven-year task order valued at up to **$616 million** to support an intelligence community customer, strengthening the company's footprint in this area[7](index=7&type=chunk) - Won a seven-year task order worth an estimated **$437 million** to continue assisting U.S. Africa Command (USAFRICOM) in countering emerging threats[7](index=7&type=chunk) [Corporate Achievements and Governance](index=2&type=section&id=Corporate%20Achievements%20and%20Governance) The company was recognized as a 2025 Fortune 500™ company, advanced in the U.S. Space Force's EST program, and updated its corporate governance with a new Board Chair - CACI was named a **2025 Fortune 500™ company** based on its fiscal year 2024 results[7](index=7&type=chunk) - Advanced to Phase 2 of the U.S. Space Force's **$100 million Enterprise Space Terminal (EST) program** to develop laser-based space communication terminals[7](index=7&type=chunk) - Corporate governance updates include CEO John Mengucci being named Public Company Executive of the Year and Lisa S. Disbrow's election as Chair of the Board of Directors[7](index=7&type=chunk) [Detailed Financial Statements](index=5&type=section&id=Detailed%20Financial%20Statements) This section provides a comprehensive overview of CACI's consolidated statements of operations, balance sheets, and cash flows for fiscal year 2025, detailing key financial movements [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) For FY2025, revenues grew 12.6% to $8.63 billion, income from operations increased 17.6% to $764.2 million, and net income rose 19.0% to $499.8 million Consolidated Statement of Operations (Full Year, in thousands) | Metric | FY2025 | FY2024 | % Change | | :--- | :--- | :--- | :--- | | Revenues | $8,627,824 | $7,659,832 | 12.6% | | Income from operations | $764,185 | $649,708 | 17.6% | | Interest expense and other, net | $158,844 | $105,059 | 51.2% | | Net income | $499,830 | $419,924 | 19.0% | | Diluted earnings per share | $22.32 | $18.60 | 20.0% | [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to $8.65 billion, driven by goodwill and intangible assets, while total liabilities grew, with long-term debt nearly doubling to $2.85 billion Consolidated Balance Sheet Highlights (in thousands) | Metric | 6/30/2025 | 6/30/2024 | | :--- | :--- | :--- | | Total current assets | $1,779,945 | $1,374,529 | | Goodwill | $5,021,805 | $4,154,844 | | Total assets | $8,647,598 | $6,796,101 | | Long-term debt, net | $2,849,190 | $1,481,387 | | Total liabilities | $4,753,653 | $3,277,894 | | Total shareholders' equity | $3,893,945 | $3,518,207 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For fiscal year 2025, net cash from operating activities was $547.0 million, with $1.76 billion used in investing activities, primarily for acquisitions, and $1.18 billion generated from financing Consolidated Statement of Cash Flows (Full Year, in thousands) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $547,009 | $497,331 | | Net cash used in investing activities | ($1,758,943) | ($151,952) | | - Acquisitions of businesses, net | ($1,695,749) | ($90,240) | | Net cash provided by (used in) financing activities | $1,177,881 | ($326,895) | | Net change in cash and cash equivalents | ($27,780) | $18,185 | [Supplemental Data and Reconciliations](index=8&type=section&id=Supplemental%20Data%20and%20Reconciliations) This section provides a detailed breakdown of CACI's fiscal year 2025 revenue by customer, contract type, and expertise, along with reconciliations for non-GAAP financial measures [Revenue Breakdown](index=8&type=section&id=Revenue%20Breakdown) For fiscal year 2025, the Department of Defense accounted for 75.4% of revenue, technology-related work represented 55.4%, and 90.2% of revenue was generated as a prime contractor FY2025 Revenue by Customer Group (in thousands) | Customer Group | Revenue | % of Total | | :--- | :--- | :--- | | Department of Defense | $6,507,728 | 75.4% | | Federal Civilian agencies | $1,751,973 | 20.3% | | Commercial and other | $368,123 | 4.3% | FY2025 Revenue by Contract Type (in thousands) | Contract Type | Revenue | % of Total | | :--- | :--- | :--- | | Cost-plus-fee | $5,221,011 | 60.5% | | Fixed-price | $2,271,602 | 26.3% | | Time-and-materials | $1,135,211 | 13.2% | FY2025 Revenue by Expertise/Technology (in thousands) | Category | Revenue | % of Total | | :--- | :--- | :--- | | Technology | $4,777,983 | 55.4% | | Expertise | $3,849,841 | 44.6% | [Non-GAAP Reconciliations](index=11&type=section&id=Non-GAAP%20Reconciliations) The company provides reconciliations for key non-GAAP metrics, showing adjusted net income of $593.0 million, EBITDA of $966.8 million, and free cash flow of $442.5 million for FY2025 FY2025 Reconciliation of Net Income to Adjusted Net Income (in thousands) | Metric | Amount | | :--- | :--- | | Net income, as reported | $499,830 | | Intangible amortization expense | $124,618 | | Tax effect of intangible amortization | ($31,486) | | **Adjusted net income** | **$592,962** | FY2025 Reconciliation of Net Income to EBITDA (in thousands) | Metric | Amount | | :--- | :--- | | Net income | $499,830 | | Plus: Income taxes | $105,511 | | Plus: Interest income and expense, net | $158,844 | | Plus: Depreciation and amortization expense | $202,611 | | **EBITDA** | **$966,796** | FY2025 Reconciliation to Free Cash Flow (in thousands) | Metric | Amount | | :--- | :--- | | Net cash provided by operating activities | $547,009 | | Cash used in MARPA | ($38,909) | | Net cash provided by operating activities excluding MARPA | $508,100 | | Capital expenditures | ($65,603) | | **Free cash flow** | **$442,497** |