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: 000-30141 LIVEPERSON, INC. (Exact name of registrant as specified in its charter) Delaware 13-3861628 (State ...

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 CANTOR EQUITY PARTNERS, INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-42250 98-1576482 (State or other jurisdiction of inco ...

Q2 2025 Earnings Release Overview Strong Q2 2025 results with increased rental revenue, record Adjusted EBITDA, shareholder returns, and raised guidance [Second Quarter 2025 Highlights](index=1&type=section&id=Second%20Quarter%202025%20Highlights) Natural Gas Services Group reported a strong second quarter of 2025, highlighted by a 13.3% year-over-year increase in rental revenue and a 19.5% rise in Adjusted EBITDA to a record $19.7 million. The company also initiated its first quarterly cash dividend and a share repurchase program, reflecting confidence in its financial health and cash generation capabilities | Metric | Q2 2025 | YoY Change | Sequential Change | | :--- | :--- | :--- | :--- | | Rental Revenue | $39.6 million | +13.3% | +1.7% | | Net Income | $5.2 million | +20.9% | +6.9% | | Diluted EPS | $0.41 | +20.6% | +7.9% | | Adjusted EBITDA | $19.7 million | +19.5% | +1.9% | | Leverage Ratio | 2.31x | N/A | N/A | - The company initiated its first quarterly cash dividend of **$0.10 per share** and authorized a share repurchase program of up to **$6 million**, signaling a strong outlook on cash generation and a commitment to shareholder returns[5](index=5&type=chunk) [Management Commentary and Outlook](index=1&type=section&id=Management%20Commentary%20and%20Outlook) Management attributed the record-setting quarter to strong technology, customer service, and operational discipline, leading to an all-time high in utilized rental horsepower. Citing strong first-half performance and contracted deployments, the company raised its full-year 2025 Adjusted EBITDA guidance. The initiation of a dividend and share buyback program is balanced with continued capital deployment into new units, supported by a strong financial position with the lowest leverage among public peers - Utilized rental horsepower reached an all-time high of **499,000**, and Adjusted EBITDA was a record **$19.7 million** for the quarter[4](index=4&type=chunk) - The company is raising its full-year 2025 Adjusted EBITDA guidance to **$76 - $80 million**, driven by first-half performance and scheduled large-horsepower unit deployments[4](index=4&type=chunk) - A quarterly dividend was initiated at a modest level to balance shareholder returns with capital deployment into new units, with the company noting its leverage of **2.31x** is the lowest among public peers[4](index=4&type=chunk) Corporate Guidance and Subsequent Events Updated 2025 guidance, increased Adjusted EBITDA, capex plans, dividend, share repurchase, and COO transition [Updated 2025 Corporate Guidance](index=2&type=section&id=Updated%202025%20Corporate%20Guidance) The company has increased its full-year 2025 Adjusted EBITDA guidance to a range of $76 million to $80 million. Capital expenditure guidance for growth is set at $95-$115 million, primarily for new units under multi-year contracts, with maintenance capex expected to be $11-$14 million. The target return on invested capital remains at a minimum of 20% | Guidance Metric | 2025 Outlook | | :--- | :--- | | **NEW** FY 2025 Adjusted EBITDA | $76 million - $80 million | | FY 2025 Growth Capital Expenditures | $95 million - $115 million | | FY 2025 Maintenance Capital Expenditures | $11 million - $14 million | | Target Return on Invested Capital | At least 20% | - Growth capital is invested only when a multi-year contract is secured for a new unit. Deployments are heavily weighted to the second half of 2025 and early 2026[7](index=7&type=chunk) [Subsequent Events](index=2&type=section&id=Subsequent%20Events) Following the end of the second quarter, the Board of Directors declared a cash dividend of $0.10 per share, approved a $6 million share repurchase program, and announced that President and COO Brian Tucker will be transitioning out of his role by October 31, 2025, due to personal family reasons - On July 30, 2025, the Board declared a cash dividend of **$0.10 per share**[9](index=9&type=chunk) - On August 5, 2025, it was announced that President and COO Brian Tucker will transition out of his role due to an unexpected family loss[10](index=10&type=chunk) - On August 8, 2025, the Board approved a share repurchase program for up to **$6 million**, expiring on August 6, 2027[11](index=11&type=chunk) Q2 2025 Financial Performance Analysis Robust Q2 2025 financial performance driven by rental revenue, net income, Adjusted EBITDA, and strong operational metrics [Detailed Financial Results](index=2&type=section&id=Detailed%20Financial%20Results) The company's second quarter 2025 financial results showed strong year-over-year growth, primarily driven by a 13.3% increase in rental revenue. This led to higher gross margins, a rise in operating income to $9.9 million, and an increase in net income to $5.2 million. Adjusted EBITDA grew 19.5% to $19.7 million, while the company maintained a healthy leverage ratio of 2.31x [Revenue](index=2&type=section&id=Revenue) Total revenue for Q2 2025 increased by 7.5% year-over-year to $41.4 million. This growth was entirely driven by a 13.3% increase in rental revenue to $39.6 million, resulting from the addition of higher horsepower units and improved pricing. Utilized horsepower grew 9.7% to 498,651 | Revenue Type | Q2 2025 | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Rental Revenue | $39.6 million | $34.9 million | +13.3% | | **Total Revenue** | **$41.4 million** | **$38.5 million** | **+7.5%** | - Utilized horsepower increased by **9.7%** year-over-year, from **454,568 hp** to **498,651 hp**[13](index=13&type=chunk) [Gross Margins and Operating Income](index=2&type=section&id=Gross%20Margins%20and%20Operating%20Income) In Q2 2025, total gross margin rose to $15.4 million from $13.4 million in the prior year. Adjusted gross margin, which excludes depreciation, increased to $24.2 million from $21.0 million. Operating income also saw growth, reaching $9.9 million compared to $8.5 million in Q2 2024 | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Gross Margin | $15.4 million | $13.4 million | | Adjusted Gross Margin | $24.2 million | $21.0 million | | Operating Income | $9.9 million | $8.5 million | [Net Income and Adjusted EBITDA](index=3&type=section&id=Net%20Income%20and%20Adjusted%20EBITDA) Net income for Q2 2025 was $5.2 million, or $0.41 per diluted share, a significant increase from $4.3 million, or $0.34 per diluted share, in Q2 2024. Adjusted EBITDA grew 19.5% year-over-year to $19.7 million, primarily due to higher rental revenue and improved rental adjusted gross margin | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Income | $5.2 million | $4.3 million | | Diluted EPS | $0.41 | $0.34 | | Adjusted EBITDA | $19.7 million | $16.5 million | [Cash Flows and Debt](index=3&type=section&id=Cash%20Flows%20and%20Debt) For the second quarter of 2025, cash flow from operations was $11.0 million, while cash used in investing activities was $25.7 million, including $25.8 million in capital expenditures. The company ended the quarter with $182.0 million in outstanding debt and a leverage ratio of 2.31x - Cash flow from operating activities was **$11.0 million**, while cash used in investing activities was **$25.7 million**, primarily for capital expenditures of **$25.8 million**[17](index=17&type=chunk) - As of June 30, 2025, outstanding debt was **$182.0 million**, with a leverage ratio of **2.31x** and a fixed charge coverage ratio of **3.04x**[19](index=19&type=chunk) [Selected Financial and Operational Data](index=3&type=section&id=Selected%20Financial%20and%20Operational%20Data) Trailing five-quarter data reveals a consistent upward trend in rental revenue, which grew from $34.9 million in Q2 2024 to $39.6 million in Q2 2025. Utilized horsepower also steadily increased over the period, reaching 498,651 with a horsepower utilization rate of 83.6% in the most recent quarter | (in thousands) | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Rental Revenue** | $34,926 | $37,350 | $38,226 | $38,910 | $39,580 | | Compression Statistics | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Horsepower Utilized** | 454,568 | 475,534 | 491,756 | 492,679 | 498,651 | | **Horsepower Utilization** | 82.3% | 82.0% | 82.1% | 81.7% | 83.6% | Non-GAAP Financial Measures Definitions and reconciliations of key non-GAAP financial measures: Adjusted Gross Margin and Adjusted EBITDA [Adjusted Gross Margin](index=5&type=section&id=Adjusted%20Gross%20Margin) The company defines Adjusted Gross Margin as total revenue less cost of sales, excluding depreciation and amortization. This non-GAAP measure is used by management to focus on current operating performance. For Q2 2025, Adjusted Gross Margin was $24.2 million, reconciled from a GAAP gross margin of $15.4 million by adding back $8.9 million in depreciation - Adjusted Gross Margin is defined as total revenue less costs of revenues (excluding depreciation and amortization expense). Management uses it to represent the results of key components of operations, focusing on current operating performance[23](index=23&type=chunk) | (in thousands) | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Gross margin (GAAP) | $13,430 | $14,936 | $14,630 | $15,717 | $15,350 | | Depreciation add-back | $7,572 | $7,956 | $8,349 | $8,539 | $8,873 | | **Adjusted Gross Margin** | **$21,002** | **$22,892** | **$22,979** | **$24,256** | **$24,223** | [Adjusted EBITDA](index=5&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA, a non-GAAP measure, is defined as net income before interest, taxes, depreciation, amortization, and other specified items like stock-based compensation. Management uses it to evaluate operating performance. For Q2 2025, Adjusted EBITDA was $19.7 million, reconciled from a net income of $5.2 million - Adjusted EBITDA is defined as net income before interest, taxes, depreciation, amortization, impairments, and other non-recurring or non-cash charges. It is a key measure used by management and investors to evaluate operating performance[25](index=25&type=chunk) | (in thousands) | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Net income (GAAP) | $4,250 | $5,014 | $2,865 | $4,854 | $5,188 | | **Adjusted EBITDA** | **$16,456** | **$18,186** | **$18,006** | **$19,290** | **$19,665** | Appendix: Consolidated Financial Statements Condensed consolidated financial statements: balance sheets, statements of operations, and cash flows [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, the company's total assets stood at $525.5 million, an increase from $492.5 million at the end of 2024, driven by investment in rental equipment. Total liabilities rose to $259.3 million from $237.5 million, primarily due to an increase in long-term debt to $182.0 million. Total stockholders' equity increased to $266.2 million | (in thousands) | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Total Current Assets | $48,882 | $48,176 | | Rental equipment, net | $446,952 | $415,021 | | **Total Assets** | **$525,526** | **$492,528** | | Total Current Liabilities | $24,788 | $17,358 | | Long-term debt | $182,000 | $170,000 | | **Total Liabilities** | **$259,312** | **$237,471** | | **Total Stockholders' Equity** | **$266,214** | **$255,057** | [Condensed Consolidated Statements of Operations](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended June 30, 2025, total revenue was $41.4 million, up from $38.5 million in the prior-year period. Operating income increased to $9.9 million from $8.5 million, and net income grew to $5.2 million ($0.41 per diluted share) from $4.3 million ($0.34 per diluted share) year-over-year | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Total Revenue | $41,382 | $38,491 | | Operating Income | $9,924 | $8,506 | | **Net Income** | **$5,188** | **$4,250** | | **Diluted EPS** | **$0.41** | **$0.34** | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, the company generated $32.3 million in cash from operating activities. Cash used in investing activities was $45.0 million, largely for the purchase of rental equipment. Cash provided by financing activities was $10.9 million, resulting from net borrowings on the credit facility. The period ended with a cash balance of $0.3 million | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $32,263 | $31,119 | | Net Cash Used in Investing Activities | ($44,962) | ($27,881) | | Net Cash Provided by (Used in) Financing Activities | $10,882 | ($2,368) | | **Net Change in Cash** | **($1,817)** | **$870** |

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed consolidated financial statements and notes for the periods ended June 30, 2025, and 2024 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20and%20December%2031%2C%202024) Condensed Consolidated Balance Sheets | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | | Cash and cash equivalents | $281,927 | $37,797 | +$244,130 | | Total current assets | $366,294 | $161,067 | +$205,227 | | Total assets | $426,035 | $354,161 | +$71,874 | | Total current liabilities | $54,633 | $32,085 | +$22,548 | | Total shareholders' equity | $224,848 | $175,545 | +$49,303 | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | Metric | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | Change (in thousands) | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | Change (in thousands) | | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | :-------------------- | :---------------------------------------- | :---------------------------------------- | :-------------------- | | Total revenues | $26,195 | $14,256 | +$11,939 | $41,583 | $28,759 | +$12,824 | | Research and development | $10,490 | $9,954 | +$536 | $21,942 | $18,922 | +$3,020 | | Selling, general and administrative | $18,430 | $17,056 | +$1,374 | $36,800 | $33,798 | +$3,002 | | Loss from operations | $(2,725) | $(15,705) | +$12,980 | $(17,159) | $(26,912) | +$9,753 | | Net gain on realized contingent milestone and royalty assets | $75,137 | $0 | +$75,137 | $75,137 | $0 | +$75,137 | | Net income (loss) | $54,835 | $(16,529) | +$71,364 | $41,256 | $(28,193) | +$69,449 | | Net income (loss) per share - basic | $1.09 | $(0.34) | +$1.43 | $0.83 | $(0.58) | +$1.41 | [Condensed Consolidated Statements of Shareholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Condensed Consolidated Statements of Shareholders' Equity | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | | Total shareholders' equity | $224,848 | $175,545 | +$49,303 | | Additional paid-in capital | $1,149,123 | $1,141,060 | +$8,063 | | Accumulated deficit | $(924,266) | $(965,522) | +$41,256 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Condensed Consolidated Statements of Cash Flows | Metric | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | Change (in thousands) | | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | :-------------------- | | Net cash provided by (used in) operating activities | $251,113 | $(5,437) | +$256,550 | | Net cash provided by (used in) investing activities | $(5,626) | $13,997 | $(19,623) | | Net cash used in financing activities | $(1,357) | $(1,760) | +$403 | | Net increase in cash, cash equivalents, and restricted cash | $244,130 | $6,800 | +$237,330 | | Cash, cash equivalents, and restricted cash at end of period | $282,763 | $47,181 | +$235,582 | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Details significant accounting policies, revenue recognition, segment information, and key financial events impacting the statements - The company is a biopharmaceutical company focused on developing and commercializing medicines[12](index=12&type=chunk) - The accounting policy for "Future Contingent Milestone and Royalty Assets" was revised, now accounted for under ASC Topic 450, Contingencies, with subsequent gains recognized using gain contingency guidance and impairments using loss contingency guidance[17](index=17&type=chunk)[20](index=20&type=chunk) - The Contingent Consideration asset was fully settled through the Royalty Sales Agreement, assigning TRELEGY royalties to GSK, and recognized under the gain contingency model[21](index=21&type=chunk) - The company expects its cash, cash equivalents, and marketable securities to be **sufficient to fund operations for at least the next twelve months**[16](index=16&type=chunk) - YUPELRI received regulatory approval by China's NMPA in June 2025, triggering a **$7.5 million licensing revenue milestone** from Viatris[29](index=29&type=chunk) - The company co-promotes YUPELRI in the US under a **35% profit and loss sharing arrangement** with Viatris[30](index=30&type=chunk) - The company operates in a **single segment**: development and commercialization of human therapeutics[39](index=39&type=chunk) - Increase in cash and cash equivalents primarily due to **$225.0 million from TRELEGY royalties sale** (June 2025) and **$50.0 million milestone payment** from Royalty Pharma (February 2025)[43](index=43&type=chunk) - Contingent liability for ampreloxetine funding from Royalty Pharma was **$31.640 million** as of June 30, 2025, with an imputed effective interest rate of approximately **8.3%**[51](index=51&type=chunk)[54](index=54&type=chunk) - A contract derivative, recognized within non-current other assets, increased in fair value to **$2.365 million** as of June 30, 2025, driven by a decrease in the estimated discount rate to **5.0%**[57](index=57&type=chunk) - The company retained the right to receive remaining potential **$150.0 million in Milestone Payments** from Royalty Pharma for TRELEGY global net sales in 2025 and 2026[62](index=62&type=chunk) - Sublease income is recognized as a reduction to rent expense within selling, general and administrative expenses[64](index=64&type=chunk) - Income tax expense of **$17.8 million** for the six months ended June 30, 2025, primarily due to the net gain on realized contingent milestone and royalty assets from the TRELEGY royalties sale[72](index=72&type=chunk)[136](index=136&type=chunk) - The company did not accrue any estimated losses related to its ongoing legal proceedings as of June 30, 2025[78](index=78&type=chunk) Key Financial Metrics from Notes | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) per share - basic | $1.09 | $(0.34) | $0.83 | $(0.58) | | Net income (loss) per share - diluted | $1.08 | $(0.34) | $0.81 | $(0.58) | | Viatris collaboration agreement revenue | $18,695 | $14,256 | $34,083 | $28,759 | | Licensing revenue | $7,500 | $0 | $7,500 | $0 | | Total share-based compensation expense | $4,543 | $5,376 | $9,420 | $10,604 | | Sublease income | $2,447 | $2,204 | $4,751 | $4,294 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Provides management's perspective on financial performance, operational updates, liquidity, and future outlook [Forward-Looking Statements](index=31&type=section&id=Forward-Looking%20Statements) - Forward-looking statements involve risks, uncertainties, and assumptions, and actual results may differ materially from expectations[84](index=84&type=chunk) - The company does not assume any obligation to update forward-looking statements[84](index=84&type=chunk) [Management Overview](index=33&type=section&id=Management%20Overview) - Theravance Biopharma is a biopharmaceutical company focused on developing and commercializing medicines[85](index=85&type=chunk) - Key programs include **YUPELRI®** (revefenacin) inhalation solution for COPD and **ampreloxetine** for symptomatic neurogenic orthostatic hypotension (nOH) in Multiple System Atrophy (MSA) patients[86](index=86&type=chunk) [Core Program Updates](index=33&type=section&id=Core%20Program%20Updates) Updates on YUPELRI's China approval, ampreloxetine's Phase 3 study, and the sale of TRELEGY royalties to GSK - YUPELRI (revefenacin) inhalation solution is a once-daily, nebulized LAMA approved for maintenance treatment of COPD in the US[87](index=87&type=chunk) - China's NMPA approved YUPELRI on June 26, 2025, triggering a **$7.5 million milestone payment** from Viatris[90](index=90&type=chunk)[91](index=91&type=chunk) - Ampreloxetine is an investigational, wholly-owned NRI for symptomatic nOH in MSA patients, currently in a **Phase 3 CYPRESS study**[94](index=94&type=chunk)[100](index=100&type=chunk) - Previous Phase 3 studies (SEQUOIA and REDWOOD) for ampreloxetine did not meet primary endpoints for the overall population but **showed benefit in MSA patients**[98](index=98&type=chunk)[99](index=99&type=chunk) - FDA granted **Orphan Drug Designation status** to ampreloxetine for symptomatic nOH in MSA in May 2023[100](index=100&type=chunk) - The company sold its remaining royalty interest in TRELEGY to GSK for a one-time upfront payment of **$225.0 million** on June 2, 2025[109](index=109&type=chunk) - Retained the right to receive potential remaining **$150.0 million in Milestone Payments** from Royalty Pharma based on TRELEGY global net sales in 2025 and 2026[109](index=109&type=chunk) - Received a **$50.0 million Milestone Payment** from Royalty Pharma in February 2025 for achieving 2024 TRELEGY global net sales thresholds ($3.46 billion)[103](index=103&type=chunk) YUPELRI US Net Sales Milestones | YUPELRI US Net Sales (in a Calendar Year) | Sales Milestones Due from Viatris | | :---------------------------------------- | :-------------------------------- | | $250.0 million | $25.0 million | | $500.0 million | $50.0 million | | $750.0 million | $75.0 million | YUPELRI China Region Net Sales Milestones | YUPELRI China Region Net Sales (Cumulative) | Sales Milestones Due from Viatris | | :---------------------------------------- | :-------------------------------- | | $100.0 million | $2.5 million | | $200.0 million | $5.0 million | | $400.0 million | $10.0 million | | $800.0 million | $20.0 million | YUPELRI China Region Royalty Rates | YUPELRI China Region Net Sales Thresholds (Annual) | Royalty Rate Due from Viatris | | :---------------------------------------- | :---------------------------- | | ≤ $75.0 million | 14% | | > $75.0 million to ≤ $150.0 million | 17% | | > $150.0 million | 20% | TRELEGY Global Net Sales Royalty Rates | TRELEGY Global Net Sales Thresholds (Annual) | Royalty Rate Due from GSK to Royalty Pharma | | :---------------------------------------- | :---------------------------------------- | | ≤ $750.0 million | 6.5% | | > $750.0 million to ≤ $1,250.0 million | 8.0% | | > $1,250.0 million to ≤ $2,250.0 million | 9.0% | | > $2,250.0 million | 10.0% | [Critical Accounting Policies and Estimates](index=41&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - Financial statements are prepared in accordance with US GAAP, requiring management estimates and assumptions[115](index=115&type=chunk) - No material changes to critical accounting policies and estimates since the Annual Report on Form 10-K for the year ended December 31, 2024[116](index=116&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) Analyzes revenue growth and a shift to net income driven by the TRELEGY royalty sale and increased YUPELRI sales Results of Operations Summary | Metric | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | Change ($) | Change (%) | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | Change ($) | Change (%) | | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | :--------- | :--------- | :---------------------------------------- | :---------------------------------------- | :--------- | :--------- | | Total revenues | $26,195 | $14,256 | $11,939 | 84% | $41,583 | $28,759 | $12,824 | 45% | | Total research & development | $10,490 | $9,954 | $536 | 5% | $21,942 | $18,922 | $3,020 | 16% | | Selling, general and administrative | $18,430 | $17,056 | $1,374 | 8% | $36,800 | $33,798 | $3,002 | 9% | | Impairment of long-lived assets (non-cash) | $0 | $2,951 | $(2,951) | NM | $0 | $2,951 | $(2,951) | NM | | Net gain on realized contingent milestone and royalty assets | $75,137 | $0 | $75,137 | NM | $75,137 | $0 | $75,137 | NM | | Interest expense (non-cash) | $(663) | $(644) | $(19) | 3% | $(1,306) | $(1,273) | $(33) | 3% | | Interest and other income, net | $1,457 | $1,128 | $329 | 29% | $2,396 | $2,562 | $(166) | (6)% | | Provision for income tax expense | $(18,371) | $(1,308) | $(17,063) | 1,305% | $(17,812) | $(2,570) | $(15,242) | 593% | - Total revenues increased due to higher YUPELRI net sales and a **$7.5 million licensing revenue** from China's NMPA approval[118](index=118&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk) - R&D expenses increased due to the CYPRESS study and ampreloxetine regulatory activities, partially offset by decreased share-based compensation[122](index=122&type=chunk)[123](index=123&type=chunk) - SG&A expenses increased due to one-time legal costs and pre-launch medical affairs and commercialization expenses for ampreloxetine[127](index=127&type=chunk)[128](index=128&type=chunk) - The **$75.1 million net gain** on contingent milestone and royalty assets resulted from the sale of TRELEGY royalties to GSK[131](index=131&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) Details the company's strong liquidity position, cash flow changes, and capital resources as of June 30, 2025 - As of June 30, 2025, the company had approximately **$338.8 million in cash, cash equivalents, and marketable securities** (excluding restricted cash) and no long-term debt[137](index=137&type=chunk) - Cash resources are expected to be **sufficient to fund operations for at least the next twelve months**[139](index=139&type=chunk) - Liquidity was significantly boosted by a **$50.0 million milestone** from Royalty Pharma (February 2025) and **$225.0 million** from GSK for the Royalty Sales Agreement (June 2025)[137](index=137&type=chunk) - The company indemnifies officers and directors and maintains insurance, believing the fair value of these indemnification agreements is minimal, and no liabilities were recognized as of June 30, 2025[147](index=147&type=chunk) Cash Flow Summary | Metric | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | Change (in thousands) | | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | :-------------------- | | Net cash provided by (used in) operating activities | $251,113 | $(5,437) | +$256,550 | | Net cash provided by (used in) investing activities | $(5,626) | $13,997 | $(19,623) | | Net cash used in financing activities | $(1,357) | $(1,760) | +$403 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=49&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a "smaller reporting company," Theravance Biopharma is not required to provide quantitative and qualitative disclosures about market risk - The company is a "smaller reporting company" and is not required to provide this information[148](index=148&type=chunk) [Item 4. Controls and Procedures](index=49&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the company's evaluation of disclosure controls and procedures, concluding their effectiveness, while also acknowledging the inherent limitations of control systems [Evaluation of Disclosure Controls and Procedures](index=49&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - CEO and CFO concluded that disclosure controls and procedures were **effective at the reasonable assurance level** as of June 30, 2025[149](index=149&type=chunk) [Limitations on the Effectiveness of Controls](index=49&type=section&id=Limitations%20on%20the%20Effectiveness%20of%20Controls) - Control systems provide only **reasonable, not absolute, assurance** that objectives are met[150](index=150&type=chunk) - Inherent limitations mean not all control issues or fraud instances may be detected[150](index=150&type=chunk) [Changes in Internal Control over Financial Reporting](index=51&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - **No material changes** in internal control over financial reporting were identified during Q2 2025[151](index=151&type=chunk) [PART II. OTHER INFORMATION](index=51&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) This section details the company's ongoing patent infringement lawsuits related to YUPELRI against generic drug manufacturers [Litigation – Patent Infringement](index=51&type=section&id=Litigation%20%E2%80%93%20Patent%20Infringement) - In January 2023, generic companies filed ANDAs for YUPELRI, leading to patent infringement suits by the company[152](index=152&type=chunk) - A **stay of approval through May 2026** was imposed by the FDA on generic ANDAs[152](index=152&type=chunk) - As of July 31, 2025, litigation with several generic companies settled, granting royalty-free licenses to launch generic YUPELRI in the US on or after **April 23, 2039**[154](index=154&type=chunk) - Patent litigation against two remaining generic companies and affiliates is pending[154](index=154&type=chunk) [Item 1A. Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) This section outlines various risks that could materially and adversely affect the company's business, financial condition, and operating results [Summary of Principal Risks Associated with Theravance Biopharma's Business](index=53&type=section&id=Summary%20of%20Principal%20Risks%20Associated%20with%20Theravance%20Biopharma's%20Business) - Risks include inability to achieve or sustain profitability, YUPELRI market acceptance issues, delays in clinical studies, failure to obtain regulatory approvals, partner non-compliance, substantial competition, extensive regulation, and generic competition for YUPELRI[158](index=158&type=chunk) [RISKS RELATING TO THE COMPANY](index=55&type=section&id=RISKS%20RELATING%20TO%20THE%20COMPANY) - The company may **never achieve or sustain profitability** from operations, despite recent net income driven by a one-time gain from TRELEGY royalties sale[159](index=159&type=chunk) - Commercial success of YUPELRI depends on continued acceptance by physicians, patients, and payors, and faces competition from short-acting nebulized bronchodilators and new therapies[162](index=162&type=chunk)[165](index=165&type=chunk)[188](index=188&type=chunk) - Clinical studies for product candidates are expensive, lengthy, and may face delays or adverse results, as seen with izencitinib and previous ampreloxetine studies[167](index=167&type=chunk)[171](index=171&type=chunk) - Regulatory approval for product candidates like ampreloxetine is complex and uncertain, requiring extensive data and potentially additional testing[172](index=172&type=chunk)[175](index=175&type=chunk) - Dependence on partners like Viatris for YUPELRI commercialization and potential future partners for other candidates carries risks of non-fulfillment or termination of agreements[177](index=177&type=chunk)[178](index=178&type=chunk) - The sale of TRELEGY royalties means future Milestone Payments depend on GSK's commercialization ability and TRELEGY sales, with **no control over the program**[211](index=211&type=chunk)[212](index=212&type=chunk) - The ongoing Strategic Review Committee process may be time-consuming, disruptive, and may not result in additional transactions or value for shareholders[184](index=184&type=chunk) - Reliance on **single-source third-party manufacturers** for API and drug products for YUPELRI and product candidates poses supply chain risks[189](index=189&type=chunk)[192](index=192&type=chunk) [RISKS RELATED TO LEGAL AND REGULATORY UNCERTAINTY](index=86&type=section&id=RISKS%20RELATED%20TO%20LEGAL%20AND%20REGULATORY%20UNCERTAINTY) - Reliance on patents, trade secrets, and confidentiality agreements to protect intellectual property, with risks of challenges, invalidation, or misappropriation[252](index=252&type=chunk)[253](index=253&type=chunk) - Ongoing patent infringement litigation for YUPELRI against generic companies, with settlements granting licenses for generic launch in **April 2039** for some, but litigation pending for others[256](index=256&type=chunk) - Product liability lawsuits are inherent in pharmaceutical development and commercialization, potentially leading to substantial liabilities, reputational harm, and diversion of resources[258](index=258&type=chunk)[262](index=262&type=chunk) - Subject to complex and evolving data protection laws (e.g., CCPA, GDPR), with risks of government enforcement actions, private litigation, and significant compliance costs for non-compliance or data breaches[263](index=263&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk)[269](index=269&type=chunk) - Healthcare law changes, government restrictions on pricing and reimbursement (e.g., IRA, state laws), and cost-containment initiatives may negatively impact revenues and profitability[272](index=272&type=chunk)[280](index=280&type=chunk)[281](index=281&type=chunk) - Compliance with anti-kickback, fraud and abuse, and transparency laws (e.g., Anti-Kickback Statute, False Claims Act, Physician Payment Sunshine Act) is critical, with potential for significant penalties, fines, and exclusion from government programs for violations[296](index=296&type=chunk)[298](index=298&type=chunk)[299](index=299&type=chunk) [RISKS RELATING TO OUR ORDINARY SHARES](index=105&type=section&id=RISKS%20RELATING%20TO%20OUR%20ORDINARY%20SHARES) - Market price for ordinary shares has fluctuated widely and may continue to do so, influenced by low trading volumes and concentrated ownership[303](index=303&type=chunk)[305](index=305&type=chunk)[306](index=306&type=chunk) - Activist shareholders could negatively impact business by diverting management attention and resources, causing operational disruptions, and increasing share price volatility[308](index=308&type=chunk)[310](index=310&type=chunk) - Concentration of ownership (**three largest shareholders collectively owned 43.1%** as of June 30, 2025) limits other shareholders' ability to influence corporate matters[312](index=312&type=chunk) - Certain constitutional provisions and a potential shareholder rights plan may discourage third-party acquisition, limiting opportunities to sell shares at a premium[313](index=313&type=chunk)[314](index=314&type=chunk) - Shareholders may face difficulties protecting their interests due to **Cayman Islands incorporation**, which has different shareholder rights and fiduciary responsibilities compared to US jurisdictions[315](index=315&type=chunk)[316](index=316&type=chunk) - The company is a "smaller reporting company," which allows for reduced reporting and disclosure requirements, potentially making ordinary shares less attractive to some investors[326](index=326&type=chunk)[328](index=328&type=chunk) [Item 6. Exhibits](index=115&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including key agreements, certifications, and financial statements in iXBRL format - Exhibit 2.1: Assignment Agreement, dated May 30, 2025, between Theravance Biopharma, Inc. and GlaxoSmithKline Intellectual Property Development Limited[330](index=330&type=chunk) - Exhibit 31.1 and 31.2: Certifications of Chief Executive Officer and Chief Financial Officer[330](index=330&type=chunk) - Exhibit 32: Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350[330](index=330&type=chunk) - Exhibit 101: Financial statements in iXBRL format[330](index=330&type=chunk) [Signatures](index=116&type=section&id=Signatures) This section contains the official signatures of the company's Chief Executive Officer and Chief Financial Officer, certifying the report's submission - Report signed by Rick E Winningham, CEO, and Aziz Sawaf, SVP & CFO, on August 13, 2025[334](index=334&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ 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: 001-39875 STARDUST POWER INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorpo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Commission File Number: 001-39875 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ (State or other jurisdiction of incorpo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-5103 BARNWELL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifica ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited financial statements reflect a reduced net loss from discontinued operations gain and active financing efforts Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $24,571 | $30,637 | | **Total Assets** | **$42,041** | **$63,200** | | **Total Current Liabilities** | $25,626 | $32,134 | | **Total Liabilities** | **$30,605** | **$55,847** | | **Total Stockholders' Equity** | **$11,436** | **$7,353** | - The **significant decrease in total assets and liabilities** from December 2024 to June 2025 is primarily due to the reclassification and subsequent sale of the Pharmaloz Manufacturing Inc. (PMI) business, which is presented as discontinued operations[11](index=11&type=chunk)[33](index=33&type=chunk) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) Statement of Operations Summary (in thousands, except per share amounts) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $1,247 | $1,504 | $2,678 | $3,860 | | Gross profit (loss) | $734 | $(155) | $1,260 | $(215) | | Loss from continuing operations | $(4,472) | $(5,463) | $(9,150) | $(10,987) | | Income (loss) from discontinued operations | $0 | $(690) | $8,644 | $(1,431) | | **Net income (loss)** | **$(4,472)** | **$(6,153)** | **$(506)** | **$(12,418)** | | Net loss per share, basic and diluted | $(0.11) | $(0.33) | $(0.01) | $(0.67) | - The **net loss for the six months ended June 30, 2025, was significantly reduced** due to an **$8.7 million gain** from the disposal of discontinued operations (PMI and PREH)[15](index=15&type=chunk)[182](index=182&type=chunk) - The company recognized **$1.9 million in Employee Retention Tax Credit income** during Q2 2025, which partially offset the loss from operations[15](index=15&type=chunk) Condensed Consolidated Statements of Stockholders' Equity - **Total stockholders' equity increased from $7.4 million at the beginning of 2025 to $11.4 million at June 30, 2025**. This was primarily driven by the issuance of common and treasury shares for cash, which raised **net proceeds of $3.6 million**, offsetting the net loss for the period[19](index=19&type=chunk)[104](index=104&type=chunk) Condensed Consolidated Statements of Cash Flows Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(3,628) | $(9,982) | | Net cash provided by investing activities | $920 | $2,559 | | Net cash provided by financing activities | $2,199 | $7,594 | | **Decrease in cash and cash equivalents** | **$(509)** | **$171** | | Cash and cash equivalents at end of period | $169 | $1,780 | - **Financing activities in the first six months of 2025 provided $2.2 million in cash**, primarily from the issuance of common shares ($3.6 million) and new notes payable ($1.2 million), offset by repayment of other notes ($2.5 million)[22](index=22&type=chunk) Notes to Condensed Consolidated Financial Statements Notes detail corporate structure, $8.7 million gain from discontinued operations, complex financing, and a subsequent private placement - **Discontinued Operations:** On January 16, 2025, the company **sold its manufacturing subsidiaries, PMI and PREH**. The transaction involved cash payments, debt extinguishment, and assumption of liabilities, resulting in a recognized **gain on sale of approximately $8.7 million**[33](index=33&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) - **Debt Financing:** The company has **multiple outstanding debt facilities**, including agreements for the sale of future receipts, a collateralized loan, and loans from the CEO and an unaffiliated investor, which included the issuance of warrants[68](index=68&type=chunk)[70](index=70&type=chunk)[81](index=81&type=chunk) - **Equity Financing:** Through its Equity Line of Credit with Keystone Capital, the company **sold 11.3 million shares of common stock for net proceeds of $3.6 million** in the first six months of 2025[101](index=101&type=chunk)[104](index=104&type=chunk) - **Lease Termination:** In March 2025, the company terminated its New York office leases, resulting in a **recognized loss on lease termination of $1.4 million**, which included writing off assets and a settlement payment[154](index=154&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk) - **Subsequent Event:** On July 22, 2025, the company entered into a **private placement for an aggregate principal cash investment of $3.0 million** in senior secured convertible notes and warrants[190](index=190&type=chunk)[191](index=191&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses strategic shift, revenue decline, improved gross margin, reduced G&A, and tight liquidity with reliance on capital access Results of Continuing Operations Q2 2025 vs Q2 2024 Performance (in thousands) | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Net Revenue | $1,247 | $1,504 | $(257) | | Gross Profit (Loss) | $734 | $(155) | $889 | | General & Admin Expenses | $4,624 | $6,933 | $(2,309) | | Net Loss from Continuing Ops | $(4,472) | $(5,463) | $991 | Six Months 2025 vs Six Months 2024 Performance (in thousands) | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Net Revenue | $2,678 | $3,860 | $(1,182) | | Gross Profit (Loss) | $1,260 | $(215) | $1,475 | | General & Admin Expenses | $8,716 | $14,232 | $(5,516) | | Net Loss from Continuing Ops | $(9,150) | $(10,987) | $1,837 | - The **improvement in gross margin** was attributed to a better product mix in the consumer products segment. The **decrease in G&A expenses** was mainly due to lower personnel costs, overhead, and professional fees following the divestiture of PMI[214](index=214&type=chunk)[216](index=216&type=chunk)[223](index=223&type=chunk) Non-GAAP Adjusted EBITDA Reconciliation (in thousands) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | GAAP loss from continuing operations | $(4,472) | $(5,463) | $(9,150) | $(10,987) | | **Adjusted EBITDA from continuing operations** | **$(807)** | **$(4,829)** | **$(2,421)** | **$(9,182)** | Liquidity and Capital Resources - As of June 30, 2025, the company had **cash and cash equivalents of $169,000**, down from $678,000 at year-end 2024. The **working capital deficit was $1.1 million**[232](index=232&type=chunk) - Management states that despite the low cash balance and ongoing losses, it estimates it has **enough cash and liquidity to finance operations for at least 12 months**, relying on access to existing and other financing sources like its at-the-market facility[233](index=233&type=chunk) - The primary sources of capital have been diagnostic services, product sales, equity offerings, and promissory notes. The company **anticipates continued losses and will need additional capital** to fund operations and R&D[233](index=233&type=chunk)[235](index=235&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no material exposure to market risks, including foreign currency, interest rates, or commodity prices - The company does not believe it has **no material exposure to market risks** such as interest rates, foreign currency fluctuations, or commodity prices[253](index=253&type=chunk)[254](index=254&type=chunk) [Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management deemed disclosure controls effective, while actively remediating previously identified material internal control weaknesses - Management concluded that **disclosure controls and procedures were effective** as of June 30, 2025[258](index=258&type=chunk) - The company is continuing to work on **remediating a previously disclosed material weakness in internal controls**[259](index=259&type=chunk) [PART II. OTHER INFORMATION](index=44&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - As of the filing date, the company is **not involved in any material legal proceedings**[263](index=263&type=chunk) [Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) Key risks include significant debt, potential Nasdaq delisting, and the need for shareholder approval for recent financing - **Debt Service Risk:** The company may **not generate sufficient cash flow to service its approximately $3.3 million of outstanding indebtedness** as of June 30, 2025[266](index=266&type=chunk) - **Nasdaq Delisting Risk:** The company is **not in compliance with Nasdaq's minimum $1.00 bid price rule**. It has been granted an **extension until December 22, 2025**, to regain compliance[267](index=267&type=chunk)[270](index=270&type=chunk) - **Financing and Shareholder Approval Risk:** A recent private placement of convertible notes and warrants is subject to Nasdaq shareholder approval rules and the company's authorized share limit. **Failure to obtain approval to increase authorized shares could restrict conversions and warrant exercises**, potentially requiring cash settlement[273](index=273&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued 1,000,000 unvested warrants to lenders in connection with secured loan agreements, exempt from registration - On June 22, 2025, the company **issued two unvested warrants, each to purchase 500,000 shares**, in connection with loan agreements. The warrants vest upon shareholder approval of an increase in authorized shares[274](index=274&type=chunk)[275](index=275&type=chunk) [Defaults Upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period [Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations [Other Information](index=46&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter [Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including various agreements and certifications

Exhibit 99.1 Mesa Air Group Reports Third Quarter Fiscal 2025 Results and Provides Update on Proposed Merger with Republic Airways Holdings Inc. Management to Hold Call Following Market Close Today August 13, 2025 PHOENIX, August 13, 2025 – Mesa Air Group, Inc. (NASDAQ: MESA) ("Mesa" or the "Company") today reported third quarter fiscal 2025 financial and operating results, as well as provided an update on the proposed merger (the "Merger") with Republic Airways Holdings Inc. ("Republic)". Third Quarter Fis ...

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1: Financial Statements](index=5&type=section&id=Item%201%3A%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements for periods ended June 30, 2025, covering financial position, operations, comprehensive income, equity changes, cash flows, and detailed notes on accounting policies, investments, and segment reporting [Condensed Consolidated Statements of Financial Position](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Position) Total assets increased to **$126.3 billion** by June 30, 2025, from **$121.2 billion** at year-end 2024, driven by investments, while total liabilities and equity also saw growth Condensed Consolidated Statements of Financial Position (Unaudited) | Account | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :--- | :--- | :--- | | **Total investments** | **$84,848** | **$80,755** | | Cash and cash equivalents | $12,104 | $11,330 | | **Total assets** | **$126,345** | **$121,221** | | Policyholders' account balances | $86,934 | $83,079 | | **Total liabilities** | **$116,128** | **$111,193** | | **Total equity** | **$10,217** | **$10,028** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 net income attributable to common stockholders decreased to **$141 million** from **$244 million** in Q2 2024, with H1 2025 showing a net loss of **$95 million** due to lower premiums, derivative changes, and non-recurring tax benefits Condensed Consolidated Statements of Operations (Unaudited) | Metric (in millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $2,186 | $2,115 | $4,525 | $3,785 | | Total benefits and expenses | $1,994 | $2,157 | $4,591 | $3,684 | | Net income (loss) before income taxes | $192 | $(42) | $(66) | $101 | | Income tax expense (benefit) | $38 | $(289) | $(17) | $(260) | | Net income (loss) | $154 | $247 | $(49) | $361 | | **Net income (loss) attributable to common stockholder** | **$141** | **$244** | **$(95)** | **$357** | [Condensed Consolidated Statements of Comprehensive Income](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Comprehensive income attributable to the company significantly decreased to **$146 million** in Q2 2025 from **$759 million** in Q2 2024, mainly due to smaller unrealized investment gains Condensed Consolidated Statements of Comprehensive Income (Unaudited) | Metric (in millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $154 | $247 | $(49) | $361 | | Total other comprehensive income (loss) | $(6) | $503 | $324 | $554 | | **Comprehensive income attributable to American National Group Inc.** | **$146** | **$759** | **$270** | **$922** | [Condensed Consolidated Statements of Changes in Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity increased to **$10.22 billion** by June 30, 2025, from **$10.03 billion** at year-end 2024, driven by other comprehensive income despite a net loss and preferred stock redemptions - Total equity increased by **$189 million** during the first six months of 2025, primarily due to positive other comprehensive income of **$324 million**, which more than offset the net loss of **$49 million**[26](index=26&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations was **$1.2 billion** for H1 2025, with **$3.1 billion** used in investing and **$2.7 billion** provided by financing, resulting in a **$774 million** net increase in cash and cash equivalents Six Months Ended June 30 Cash Flow Summary (Unaudited) | Activity (in millions) | 2025 | 2024 | | :--- | :--- | :--- | | Cash flows provided by operating activities | $1,206 | $1,377 | | Cash flows (used in) provided by investing activities | $(3,138) | $7,675 | | Cash flows provided by financing activities | $2,706 | $1,651 | | **Net change in cash and cash equivalents** | **$774** | **$10,703** | [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed disclosures on the company's organization post-AEL merger, significant accounting policies, investment portfolios, fair value measurements, reinsurance, insurance liabilities, the AEL acquisition, segment performance, and commitments - On May 7, 2024, American National Group, LLC merged with American Equity Investment Life Holding Company (AEL), with AEL surviving and being renamed American National Group Inc. Financial statements prior to this date represent American National as the accounting acquirer[35](index=35&type=chunk)[36](index=36&type=chunk) - The company's available-for-sale fixed maturity securities portfolio grew to a fair value of **$48.9 billion** as of June 30, 2025, up from **$47.3 billion** at year-end 2024, with corporate debt securities comprising the largest portion[45](index=45&type=chunk) - The acquisition of AEL on May 2, 2024, involved a total consideration of **$4.53 billion**, resulting in the recognition of **$7.24 billion** in Value of Business Acquired (VOBA) and **$662 million** in goodwill[134](index=134&type=chunk)[140](index=140&type=chunk) - The company operates through three segments: Annuities, Property and Casualty (P&C), and Life Insurance. As of June 30, 2025, the Annuities segment held the vast majority of assets (**$112.3 billion**) and liabilities (**$102.8 billion**)[189](index=189&type=chunk)[195](index=195&type=chunk)[201](index=201&type=chunk) [Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations](index=67&type=section&id=Item%202%3A%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance for Q2 and H1 2025, highlighting decreased net income due to tax changes and derivative valuations, strong annuity sales, and a solid financial condition with increased assets and liquidity [Results of Operations](index=68&type=section&id=Results%20of%20Operations) Q2 2025 net income decreased to **$152 million** from **$255 million** year-over-year, primarily due to tax expense and derivative valuations, while H1 2025 reported a net loss of **$54 million** amid declining net premiums - The decrease in Q2 2025 net income was primarily due to tax expense compared to a significant tax benefit in 2024 related to the Bermuda corporate income tax, along with increased amortization of VOBA and unfavorable movements in insurance-related derivatives[225](index=225&type=chunk) Gross Annuity Sales (in millions) | Annuity Type | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Retail | $3,622 | $3,077 | $6,546 | $3,897 | | Institutional | $662 | $272 | $1,544 | $944 | | **Total** | **$4,284** | **$3,349** | **$8,090** | **$4,841** | [Distributable Operating Earnings](index=72&type=section&id=Distributable%20Operating%20Earnings) Total Segment Distributable Operating Earnings (DOE) grew to **$408 million** in Q2 2025 from **$289 million** in Q2 2024, driven by Annuities segment growth, despite a decrease in Life Insurance DOE Segment Distributable Operating Earnings (DOE) (in millions) | Segment | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Annuities | $372 | $246 | $779 | $351 | | Life Insurance | $40 | $63 | $72 | $120 | | Property and Casualty | $(4) | $(20) | $60 | $29 | | **Total Segment DOE** | **$408** | **$289** | **$911** | **$500** | [Financial Condition](index=73&type=section&id=Financial%20Condition) Total assets increased by **$5.1 billion** to **$126.3 billion** by June 30, 2025, driven by annuity inflows and investment fair value movements, strengthening the company's financial condition - Total assets increased by **$5.1 billion** in the first half of 2025, driven by net annuity inflows, investment purchases, and favorable fair value movements on the equity securities portfolio[254](index=254&type=chunk) [Liquidity and Capital Resources](index=75&type=section&id=Liquidity%20and%20Capital%20Resources) Total liquidity increased to **$49.9 billion** by June 30, 2025, with cash and cash equivalents rising by **$774 million**, maintaining a strong capital position and compliance with NAIC RBC standards Total Liquidity (Non-GAAP, in millions) | Component | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $12,104 | $11,330 | | Liquid financial assets | $36,398 | $32,947 | | Undrawn credit facilities | $1,351 | $881 | | **Total liquidity** | **$49,853** | **$45,158** | - The company is in compliance with all capital requirements as of June 30, 2025, including the NAIC's Risk Based Capital (RBC) standards[276](index=276&type=chunk) [Item 3: Quantitative and Qualitative Disclosures About Market Risk](index=79&type=section&id=Item%203%3A%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages primary market risks, including interest rate, foreign currency, and credit risk, through an ALM framework, diversification, derivatives, and mitigates insurance and operational risks via reinsurance and internal controls - The company's significant market risks are primarily associated with interest rates, foreign currency exchange rates, and credit risk. These are managed through an asset liability management (ALM) framework and the use of derivatives[285](index=285&type=chunk)[290](index=290&type=chunk) - Insurance risk related to mortality, longevity, and policyholder behavior is managed through underwriting and the use of reinsurance[295](index=295&type=chunk)[296](index=296&type=chunk) [Item 4: Controls and Procedures](index=82&type=section&id=Item%204%3A%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[301](index=301&type=chunk) - No material changes were made to the company's internal control over financial reporting during the quarter ended June 30, 2025[302](index=302&type=chunk) [PART II - OTHER INFORMATION](index=82&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1: Legal Proceedings](index=82&type=section&id=Item%201%3A%20Legal%20Proceedings) The company is involved in various ordinary course lawsuits, but management anticipates no material adverse effect on financial condition or results of operations from their ultimate liability - The company is a defendant in various lawsuits arising from the ordinary course of business, but management does not expect the outcomes to have a material adverse effect on its financial statements[206](index=206&type=chunk)[303](index=303&type=chunk) [Item 1A: Risk Factors](index=82&type=section&id=Item%201A%3A%20Risk%20Factors) This section refers to the detailed discussion of risk factors presented in the company's 2024 Annual Report on Form 10-K - For a discussion of factors that may affect the company's business, this report refers to the 'Risk Factors' section in the 2024 Annual Report on Form 10-K[304](index=304&type=chunk) [Item 2: Unregistered Sales of Equity Securities and Use of Proceeds](index=82&type=section&id=Item%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None reported[305](index=305&type=chunk) [Item 3: Defaults Upon Senior Securities](index=82&type=section&id=Item%203%3A%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None reported[306](index=306&type=chunk) [Item 5: Other Information](index=82&type=section&id=Item%205%3A%20Other%20Information) No directors or officers adopted or terminated any Rule 10b5-1 trading plans or other non-Rule 10b5-1 trading arrangements during the quarter - No directors or officers adopted or terminated any Rule 10b5-1 trading plans during the three months ended June 30, 2025[308](index=308&type=chunk) [Item 6: Exhibits](index=83&type=section&id=Item%206%3A%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, indentures, and officer certifications required by the Sarbanes-Oxley Act - The report includes exhibits such as corporate governance documents, indentures for senior notes, and certifications from the CEO and CFO as required by Sections 302 and 906 of the Sarbanes-Oxley Act[310](index=310&type=chunk)