Table of Contents 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 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period __________ to __________ Commission File Number: 0-26486 Auburn National Bancorporation, Inc. (Exact Name of Registrant as Specified in Its Charter ...

[Form 10-Q Filing Information](index=1&type=section&id=Form%2010-Q%20Filing%20Information) Details the filing of The York Water Company's Form 10-Q, including registrant information and key company identifiers [Registrant Information](index=1&type=section&id=Registrant%20Information) The York Water Company filed its Form 10-Q for Q2 2025, identifying as a non-accelerated, smaller reporting company with 14.4 million shares outstanding - The York Water Company (**YORW**) filed its Form 10-Q for the quarter ended **June 30, 2025**[2](index=2&type=chunk) - The company is a **non-accelerated filer** and a **smaller reporting company**[5](index=5&type=chunk) Registrant Details | Metric | Value | | :-------------------------------- | :-------------------- | | Commission File Number | 001-34245 | | Trading Symbol | YORW | | Exchange | The Nasdaq Global Select Market | | Common Stock Outstanding (as of Aug 12, 2025) | 14,421,177 Shares | [PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20Financial%20Information) Presents the unaudited interim financial statements and management's discussion and analysis of financial condition and operations [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Includes unaudited interim financial statements: Balance Sheets, Income, Equity, and Cash Flows, with accompanying notes for Q2 2025 [Balance Sheets (Unaudited)](index=3&type=section&id=Balance%20Sheets%20(Unaudited)) Total assets and stockholders' equity increased from December 2024 to June 2025, driven by net utility plant and long-term debt Balance Sheet Summary (in thousands) | Metric (in thousands) | Jun. 30, 2025 | Dec. 31, 2024 | Change | | :-------------------- | :------------ | :------------ | :----- | | Total Assets | $653,731 | $633,473 | +$20,258 | | Net utility plant | $548,715 | $531,007 | +$17,708 | | Total common stockholders' equity | $234,551 | $231,192 | +$3,359 | | Long-term debt | $218,056 | $205,561 | +$12,495 | | Total Stockholders' Equity and Liabilities | $653,731 | $633,473 | +$20,258 | [Statements of Income (Unaudited)](index=5&type=section&id=Statements%20of%20Income%20(Unaudited)) Net income slightly increased for Q2 2025 but decreased for H1 2025, influenced by revenues, interest, and tax expense Income Statement Summary (in thousands) | Metric (in thousands) | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | YoY Change | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | YoY Change | | :-------------------- | :------------------------------ | :------------------------------ | :--------- | :---------------------------- | :---------------------------- | :--------- | | Operating Revenues | $19,199 | $18,750 | +2.4% | $37,655 | $36,378 | +3.5% | | Operating Expenses | $12,113 | $11,688 | +3.6% | $24,286 | $23,101 | +5.1% | | Operating Income | $7,086 | $7,062 | +0.3% | $13,369 | $13,277 | +0.7% | | Interest on debt | $(2,521) | $(2,183) | +15.5% | $(4,940) | $(4,306) | +14.7% | | Income before income taxes | $4,685 | $5,514 | -15.1% | $8,795 | $10,443 | -15.8% | | Income tax expense (benefit) | $(367) | $521 | -170.4% | $105 | $1,123 | -90.7% | | Net Income | $5,052 | $4,993 | +1.2% | $8,690 | $9,320 | -6.8% | | Basic Earnings Per Share | $0.35 | $0.35 | 0.0% | $0.60 | $0.65 | -7.7% | [Statements of Common Stockholders' Equity (Unaudited)](index=6&type=section&id=Statements%20of%20Common%20Stockholders'%20Equity%20(Unaudited)) Common stockholders' equity grew from December 2024 to June 2025, driven by net income and stock issuance, offset by dividends Common Stockholders' Equity (in thousands) | Metric (in thousands) | Balance, Dec 31, 2024 | Net Income | Cash Dividends Declared | Issuance of Common Stock | Stock-based Compensation | Balance, Jun 30, 2025 | | :-------------------- | :-------------------- | :--------- | :---------------------- | :----------------------- | :----------------------- | :-------------------- | | Common Stock Amount | $138,089 | – | – | $812 | $170 | $139,071 | | Retained Earnings | $93,103 | $8,690 | $(6,313) | – | – | $95,480 | | Total | $231,192 | $8,690 | $(6,313) | $812 | $170 | $234,551 | [Statements of Cash Flows (Unaudited)](index=7&type=section&id=Statements%20of%20Cash%20Flows%20(Unaudited)) Operating cash flow increased for H1 2025, investing cash use rose, and financing cash provided more, mainly from debt issues Cash Flow Summary (in thousands) | Cash Flow Activity (in thousands) | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | YoY Change | | :-------------------------------- | :---------------------------- | :---------------------------- | :--------- | | Net cash provided by operating activities | $13,603 | $12,841 | +$762 | | Net cash used in investing activities | $(22,182) | $(20,919) | -$(1,263) | | Net cash provided by financing activities | $8,579 | $8,078 | +$501 | | Net change in cash and cash equivalents | $0 | $0 | $0 | - Utility plant additions, including debt portion of allowance for funds used during construction, were **$22,182 thousand** in 2025, up from **$20,867 thousand** in 2024[23](index=23&type=chunk) - Proceeds from long-term debt issues were **$26,423 thousand** in 2025, compared to **$56,565 thousand** in 2024[23](index=23&type=chunk) [Notes to Interim Financial Statements](index=8&type=section&id=Notes%20to%20Interim%20Financial%20Statements) Provides detailed context for interim financial statements, covering accounting policies, debt, derivatives, revenue, rates, pensions, and taxes [1. Basis of Presentation](index=8&type=section&id=1.%20Basis%20of%20Presentation) Interim financial statements are unaudited, include normal accruals, and should be read with the 2024 10-K; interim results are not indicative of the full year - Interim financial statements are **unaudited** and reflect normal recurring accruals[25](index=25&type=chunk) - Results for the interim period are **not indicative** of full-year performance[26](index=26&type=chunk) [2. Accounts Receivable and Unbilled Revenue](index=8&type=section&id=2.%20Accounts%20Receivable%20and%20Unbilled%20Revenue) Net accounts receivable increased to **$7,484 thousand** by June 2025, primarily due to normal timing differences in customer payments Accounts Receivable and Unbilled Revenue (in thousands) | Metric (in thousands) | Jun. 30, 2025 | Dec. 31, 2024 | Change | | :-------------------- | :------------ | :------------ | :----- | | Accounts receivable – customers | $8,725 | $8,392 | +$333 | | Other receivables | $369 | $467 | -$(98) | | Less: allowance for doubtful accounts | $(1,610) | $(1,610) | $0 | | Accounts receivable, net | $7,484 | $7,249 | +$235 | | Unbilled revenue | $3,493 | $3,604 | -$(111) | - Changes in accounts receivable and unbilled revenue are primarily due to **normal timing differences** between service provision and customer payments[27](index=27&type=chunk) [3. Common Stock and Earnings Per Share](index=8&type=section&id=3.%20Common%20Stock%20and%20Earnings%20Per%20Share) EPS calculations use weighted average shares; no shares were repurchased, with **618,004 shares** remaining authorized for repurchase Weighted Average Common Shares | Metric | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :------------------------------ | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Weighted average common shares, basic | 14,396,648 | 14,340,575 | 14,388,712 | 14,332,727 | | Weighted average common shares, diluted | 14,396,648 | 14,340,832 | 14,388,712 | 14,332,941 | - **No shares** were repurchased during the three or six months ended June 30, 2025 and 2024[30](index=30&type=chunk) - As of June 30, 2025, **618,004 shares** remain authorized for repurchase under the program[30](index=30&type=chunk) [4. Debt](index=9&type=section&id=4.%20Debt) Long-term debt increased to **$218,056 thousand** by June 2025, mainly from line of credit borrowings, with no new long-term debt arrangements Debt Summary (in thousands) | Metric (in thousands) | Jun. 30, 2025 | Dec. 31, 2024 | Change | | :-------------------- | :------------ | :------------ | :----- | | Committed Line of Credit, due September 2026 | $28,539 | $15,808 | +$12,731 | | Total long-term debt | $220,909 | $208,178 | +$12,731 | | Long-term portion | $218,056 | $205,561 | +$12,495 | - The Company **did not enter** into any new long-term debt arrangements or modify its outstanding long-term debt for the six months ended June 30, 2025[31](index=31&type=chunk) [5. Interest Rate Swap Agreement](index=10&type=section&id=5.%20Interest%20Rate%20Swap%20Agreement) An interest rate swap converts **$12,000 thousand** variable-rate debt to a **3.16%** fixed rate, recorded as a **$535 thousand** regulatory liability expiring in 2029 - The Company uses an interest rate swap to convert **$12,000 thousand** variable-rate debt to a fixed rate of **3.16%**[33](index=33&type=chunk) - The swap is recorded at fair value as a **regulatory liability**, deferring unrealized gains and losses[34](index=34&type=chunk)[35](index=35&type=chunk) - The swap was in a liability position of approximately **$535 thousand** as of June 30, 2025, and expires **October 1, 2029**[36](index=36&type=chunk)[37](index=37&type=chunk) [6. Fair Value of Financial Instruments](index=10&type=section&id=6.%20Fair%20Value%20of%20Financial%20Instruments) Interest rate swap liability was **$525 thousand** at fair value (Level 2 inputs); long-term debt's estimated fair value was **$197,000 thousand** versus **$220,909 thousand** carrying value Fair Value of Financial Instruments (in thousands) | Description | Jun. 30, 2025 (Fair Value) | Dec. 31, 2024 (Fair Value) | | :---------- | :------------------------- | :------------------------- | | Interest Rate Swap | $525 | $386 | | Long-term Debt (Carrying Value) | $220,909 | $208,178 | | Long-term Debt (Estimated Fair Value) | ~$197,000 | ~$189,000 | - Fair values are measured using **Level 2 inputs**, such as discounted cash flow techniques incorporating market interest yield curves[41](index=41&type=chunk)[42](index=42&type=chunk) [7. Commitments](index=11&type=section&id=7.%20Commitments) PPUC approved replacing **400 lead service lines** annually; **$2,018 thousand** incurred by June 2025, recorded as a regulatory asset for recovery - PPUC approved tariff modification to replace up to **400 lead customer-owned service lines** annually over nine years[44](index=44&type=chunk) - Costs are recorded as a **regulatory asset** to be recovered in future base rates over a four-year period[44](index=44&type=chunk) Lead Service Line Replacement Costs (in thousands) | Metric (in thousands) | Jun. 30, 2025 | Dec. 31, 2024 | | :-------------------- | :------------ | :------------ | | Cost for lead service line replacements | $2,018 | $1,961 | | Estimated total cost | $2,100 | N/A | [8. Revenue](index=12&type=section&id=8.%20Revenue) Total operating revenue increased to **$19,199 thousand** for Q2 2025 and **$37,655 thousand** for H1 2025, mainly from utility services Revenue by Source (in thousands) | Revenue Source (in thousands) | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :---------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Water utility service | $17,054 | $16,654 | $33,430 | $32,235 | | Wastewater utility service | $1,963 | $1,854 | $3,890 | $3,644 | | Billing and revenue collection services | $17 | $122 | $43 | $252 | | Collection services | $30 | $0 | $33 | $3 | | Other revenue | $19 | $6 | $29 | $16 | | Total Revenue from Contracts with Customers | $19,083 | $18,636 | $37,425 | $36,150 | | Rents from regulated property | $116 | $114 | $230 | $228 | | Total Operating Revenue | $19,199 | $18,750 | $37,655 | $36,378 | - Utility service revenue is recognized **over time** using an output method, based on fixed charges and per-unit rates[48](index=48&type=chunk) - Billing and revenue collection services, and collection services, are satisfied **at a point in time** when bills are sent or services are completed[49](index=49&type=chunk)[51](index=51&type=chunk) [9. Rate Matters](index=13&type=section&id=9.%20Rate%20Matters) A rate increase request was filed for **28.9%** water and **44.5%** wastewater rates, effective by March 2026; DSIC revenue significantly increased - Filed a rate increase request on **May 30, 2025**, seeking a **28.9%** increase in water rates and a **44.5%** increase in wastewater rates[53](index=53&type=chunk) - Any approved rate increase will be effective no later than **March 1, 2026**[53](index=53&type=chunk) DSIC Revenue (in thousands) | DSIC Revenue (in thousands) | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :-------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | DSIC provided revenues | $531 | $34 | $917 | $34 | [10. Pensions](index=14&type=section&id=10.%20Pensions) Net periodic pension cost was **zero** for H1 2025, with no employer contributions made or expected for the remainder of 2025 Net Periodic Pension Cost (in thousands) | Metric (in thousands) | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :-------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Net periodic pension cost | $0 | $(278) | $0 | $111 | - **No employer contributions** were made to pension plans for the six months ended June 30, 2025, and none are expected for the rest of 2025[57](index=57&type=chunk) [11. Stock-Based Compensation](index=14&type=section&id=11.%20Stock-Based%20Compensation) The 2025 LTIP added **150,000 shares**; stock-based compensation was **$170 thousand** for H1 2025, with **$349 thousand** unrecognized - The 2025 LTIP was amended to add **150,000 shares** for awards over ten years[58](index=58&type=chunk) Stock-Based Compensation (in thousands) | Metric (in thousands) | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :-------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Stock-based compensation | $98 | $97 | $170 | $140 | | Related recognized tax benefits | $26 | $27 | $46 | $39 | - Total unrecognized stock-based compensation for nonvested awards is **$349 thousand** as of June 30, 2025, to be recognized over three years[63](index=63&type=chunk) [12. Income Taxes](index=15&type=section&id=12.%20Income%20Taxes) Effective tax rate was **(7.8)%** for Q2 and **1.2%** for H1 2025, significantly lower due to IRS TPR deductions; OBBBA is not expected to materially impact Effective Tax Rate | Metric | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :----- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Effective tax rate | (7.8)% | 9.4% | 1.2% | 10.8% | - The reduction in effective tax rate is due to deductions for asset improvements under **IRS tangible property regulations (TPR)**[64](index=64&type=chunk)[65](index=65&type=chunk) - The One Big Beautiful Bill Act (OBBBA), signed **July 4, 2025**, is **not expected to materially impact** the Company[66](index=66&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, operations, liquidity, and capital resources, including forward-looking statements, acquisitions, and capital expenditures [Forward-looking Statements](index=16&type=section&id=Forward-looking%20Statements) Forward-looking statements on strategy, prospects, and growth are subject to material differences due to weather, rate relief, and economic conditions - **Forward-looking statements** cover business strategy, future prospects, profitability, growth, and regulatory matters[68](index=68&type=chunk) - Actual results may **differ materially** due to factors like rate changes, weather, natural disasters, economic conditions, and changes in government policies[69](index=69&type=chunk)[70](index=70&type=chunk) [General Information](index=17&type=section&id=General%20Information) The York Water Company provides water and wastewater services across 57 PA municipalities, regulated by PPUC, with growth driven by rates, customers, and acquisitions - Primary business is **water impoundment, purification, and distribution**, along with **wastewater collection and treatment**[71](index=71&type=chunk) - Operates in **57 municipalities** across four counties in south-central Pennsylvania, regulated by the **PPUC**[71](index=71&type=chunk) - Water business is **vulnerable to weather conditions**, especially in summer, but minimum customer charges mitigate some fixed cost risks[73](index=73&type=chunk) - **Growth strategies** include timely rate increases, increased water volumes, customer growth, and water/wastewater system acquisitions[74](index=74&type=chunk) [Results of Operations](index=18&type=section&id=Results%20of%20Operations) Q2 2025 net income increased **1.2%** YoY, while H1 2025 net income decreased **6.8%**, influenced by revenues, expenses, and interest Results of Operations Summary (in thousands) | Metric (in thousands) | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | YoY Change | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | YoY Change | | :-------------------- | :------------------------------ | :------------------------------ | :--------- | :---------------------------- | :---------------------------- | :--------- | | Net Income | $5,052 | $4,993 | +1.2% | $8,690 | $9,320 | -6.8% | | Operating Revenues | $19,199 | $18,750 | +2.4% | $37,655 | $36,378 | +3.5% | | Operating Expenses | $12,113 | $11,688 | +3.6% | $24,286 | $23,101 | +5.1% | | Interest on debt | $(2,521) | $(2,183) | +15.5% | $(4,940) | $(4,306) | +14.7% | | Income tax expense (benefit) | $(367) | $521 | -170.4% | $105 | $1,123 | -90.7% | - Operating revenue increases were primarily due to customer base growth and increased DSIC revenues (**$497 thousand** for Q2, **$883 thousand** for H1)[78](index=78&type=chunk)[84](index=84&type=chunk) - **Operating expense increases** were driven by higher depreciation and amortization, wages and benefits, water treatment, and insurance costs[79](index=79&type=chunk)[85](index=85&type=chunk) [Rate Matters](index=19&type=section&id=Rate%20Matters_MD%26A) Effective July 1, 2025, the tariff includes a **3.90%** DSIC on revenues, allowing recovery of infrastructure replacement costs - Effective **July 1, 2025**, the Company's tariff includes a DSIC on revenues of **3.90%**[90](index=90&type=chunk) [Acquisitions and Growth](index=20&type=section&id=Acquisitions%20and%20Growth) Agreements for four wastewater and water system acquisitions are expected to add **485 customers** by early 2026, supporting growth - Signed agreements to acquire wastewater and water assets from Pine Run Retirement Community (**100 wastewater customers**, H1 2026 close), Eagle View Manufactured Housing Community (**140 water customers**, H2 2025 close), CMV Sewage Co., Inc. (**280 wastewater customers**, H2 2025 close), and Margaretta Mobile Home Park (**65 wastewater customers**, H2 2025 close)[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) - These acquisitions are expected to be **immaterial** to Company results but support growth and offset consumption declines[96](index=96&type=chunk) [Capital Expenditures](index=20&type=section&id=Capital%20Expenditures) Invested **$22,182 thousand** in Q2 2025 construction expenditures; **$23,800 thousand** anticipated for H2 2025, funded by internal funds and credit - Invested **$22,182 thousand** in construction expenditures for Q2 2025, including main extensions, software upgrades, and infrastructure improvements[97](index=97&type=chunk) - Anticipates approximately **$23,800 thousand** in construction expenditures for the remainder of 2025[98](index=98&type=chunk) - Funding sources include internally-generated funds, line of credit, stock purchase plans, and customer advances/contributions (**5-10%** of funding)[98](index=98&type=chunk) [Liquidity and Capital Resources](index=21&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is managed via a credit line; internally-generated funds increased, and capitalization ratios for equity (**51.5%**) and debt (**48.5%**) are within target ranges - Cash management account linked to line of credit provides liquidity; **$28,539 thousand** borrowed on line of credit as of June 30, 2025[100](index=100&type=chunk)[105](index=105&type=chunk) - Internally-generated funds from operations increased to **$13,603 thousand** for the first six months of 2025, up from **$12,841 thousand** in 2024[102](index=102&type=chunk) Capitalization Ratios | Metric | Jun. 30, 2025 | Dec. 31, 2024 | | :-------------------------------- | :------------ | :------------ | | Common stockholders' equity as % of total capitalization | 51.5% | 52.6% | | Long-term debt as % of total capitalization | 48.5% | 47.4% | - The Company expects to extend the maturity of its **$50,000 thousand** committed line of credit into 2027[105](index=105&type=chunk) [Cash](index=21&type=section&id=Cash) Cash management account linked to credit line provides liquidity; **$28,539 thousand** borrowed on credit line with a **$1,035 thousand** cash overdraft as of June 2025 - Cash management account is **directly connected** to the line of credit for automatic cash management[100](index=100&type=chunk) - As of June 30, 2025, the Company had **$28,539 thousand** borrowed on its line of credit and a cash overdraft of **$1,035 thousand**[100](index=100&type=chunk) [Accounts Receivable](index=21&type=section&id=Accounts%20Receivable_MD%26A) Accounts receivable align with revenue and payment timeliness; a reserve for doubtful accounts is maintained based on historical and forecasted factors - Accounts receivable balance follows revenue changes and is affected by payment timeliness and **reserve for doubtful accounts**[101](index=101&type=chunk) - Reserve for doubtful accounts is based on **historical write-offs, current conditions, and reasonable forecasts**[101](index=101&type=chunk) [Internally-generated Funds](index=21&type=section&id=Internally-generated%20Funds) Internally-generated funds increased to **$13,603 thousand** for H1 2025, influenced by rate relief, water usage, customer growth, and expenses - **Internally-generated funds** are influenced by rate relief, regulations, water usage, customer growth, and expenses[102](index=102&type=chunk) Internally-generated Funds (in thousands) | Metric (in thousands) | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | YoY Change | | :-------------------- | :---------------------------- | :---------------------------- | :--------- | | Internally-generated funds from operations | $13,603 | $12,841 | +$762 | [Common Stock](index=21&type=section&id=Common%20Stock_MD%26A) Common stockholders' equity was **51.5%** of total capitalization, within the **50-55%** target range, with future financing expected from long-term debt Common Stockholders' Equity as % of Total Capitalization | Metric | Jun. 30, 2025 | Dec. 31, 2024 | | :-------------------------------- | :------------ | :------------ | | Common stockholders' equity as % of total capitalization | 51.5% | 52.6% | - The Company targets equity between **50%** and **55%** of total capitalization[103](index=103&type=chunk) - An effective 'shelf' Registration Statement on Form S-3 allows for offering up to **$60,000 thousand** of common stock or debt securities[104](index=104&type=chunk) [Credit Line](index=21&type=section&id=Credit%20Line) Maintains a **$50,000 thousand** unsecured credit line, with **$28,539 thousand** borrowed at **5.49%**; maturity expected to extend to 2027 - Maintains a **$50,000 thousand** unsecured line of credit, with **$28,539 thousand** borrowed as of June 30, 2025[105](index=105&type=chunk) - Interest rate on the line of credit borrowing was **5.49%** as of June 30, 2025[105](index=105&type=chunk) - Expects to extend the line of credit maturity into **2027** and believes adequate capacity exists through **2026**[105](index=105&type=chunk)[107](index=107&type=chunk) [Long-term Debt](index=22&type=section&id=Long-term%20Debt_MD%26A) Long-term debt as a percentage of total capitalization increased to **48.5%**, targeting a **45-50%** ratio acceptable to the PPUC Long-term Debt as % of Total Capitalization | Metric | Jun. 30, 2025 | Dec. 31, 2024 | | :-------------------------------- | :------------ | :------------ | | Total long-term debt as % of total capitalization | 48.5% | 47.4% | - The Company aims for a debt to total capitalization ratio between **45%** and **50%**[109](index=109&type=chunk) [Income Taxes, Deferred Income Taxes and Uncertain Tax Positions](index=22&type=section&id=Income%20Taxes%2C%20Deferred%20Income%20Taxes%20and%20Uncertain%20Tax%20Positions) IRS TPR deductions reduce the effective tax rate, increasing deferred tax liabilities; the rate is expected to rise in H2 2025, with no material OBBBA impact or uncertain tax positions - Ongoing deduction of asset improvements under **IRS TPR** reduces effective tax rate and increases deferred tax liabilities and regulatory assets[110](index=110&type=chunk) - Effective tax rate for the remainder of 2025 is **expected to increase** due to a lower level of eligible asset improvements expensed[111](index=111&type=chunk)[89](index=89&type=chunk) - **No uncertain tax positions** require recognition as of June 30, 2025[115](index=115&type=chunk) [Credit Rating](index=22&type=section&id=Credit%20Rating) S&P affirmed the Company's credit rating at **A-** with a **stable outlook** on **July 30, 2025**, contingent on rate relief and cash flow - Standard & Poor's affirmed credit rating at **A-** with a **stable outlook** and adequate liquidity on **July 30, 2025**[116](index=116&type=chunk) - Credit rating maintenance relies on **adequate rate relief, balanced capital expenditure funding, and strong cash flow**[116](index=116&type=chunk) [Physical and Cyber Security](index=23&type=section&id=Physical%20and%20Cyber%20Security) The Company maintains physical and cyber security measures, with costs recoverable; IT reliance creates cyber risk despite robust controls and insurance - Maintains security measures at facilities and collaborates with authorities on threats; costs are **expected to be recoverable** in rates[118](index=118&type=chunk) - Relies on IT systems for customer service, billing, accounting, and operational monitoring, making it **vulnerable to cyber security attacks**[119](index=119&type=chunk) - Implemented processes, procedures, and controls, and maintains insurance, but **cannot guarantee** full coverage or prevention of adverse effects from cyber incidents[121](index=121&type=chunk) [Environmental Matters](index=23&type=section&id=Environmental%20Matters) PPUC approved replacing **400 lead service lines** annually; **$2,018 thousand** incurred by June 2025, recorded as a regulatory asset for recovery - PPUC approved tariff modification to replace up to **400 lead customer-owned service lines** annually over nine years[122](index=122&type=chunk) - Costs are recorded as a **regulatory asset** to be recovered in future base rates over a four-year period[122](index=122&type=chunk) Lead Service Line Replacement Costs (in thousands) | Metric (in thousands) | Jun. 30, 2025 | Dec. 31, 2024 | | :-------------------- | :------------ | :------------ | | Cost for lead service line replacements | $2,018 | $1,961 | | Estimated total cost | $2,100 | N/A | [Drought](index=23&type=section&id=Drought) Adams, York, Lancaster, and Franklin Counties returned to normal drought status in June and July 2025, with no current restrictions - Adams, York, and Lancaster Counties returned to **normal drought status** on **June 9, 2025**[123](index=123&type=chunk) - Franklin County returned to **normal drought status** on **July 2, 2025**[123](index=123&type=chunk) - Drought measures could **impact future revenues, operating expenses, and net income** depending on severity and length[123](index=123&type=chunk) [Critical Accounting Estimates](index=24&type=section&id=Critical%20Accounting%20Estimates) Critical accounting estimates include regulatory assets, revenue, pensions, and income taxes, with no significant changes during Q2 2025 - **Critical accounting estimates** include regulatory assets and liabilities, revenue recognition, pension plans, and income taxes[125](index=125&type=chunk) - **No significant changes** in accounting estimates or methods occurred during the quarter ended June 30, 2025[125](index=125&type=chunk) [Off-Balance Sheet Arrangements](index=24&type=section&id=Off-Balance%20Sheet%20Arrangements) The Company does not use off-balance sheet arrangements, securitization, or unconsolidated entities, with an interest rate swap as its only derivative - The Company **does not use** off-balance sheet transactions, securitization of receivables, or unconsolidated entities[126](index=126&type=chunk) - The **only derivative financial instrument** used is an interest rate swap agreement for risk management, as discussed in Note 5[126](index=126&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Item 3, Quantitative and Qualitative Disclosures About Market Risk, is stated as **not applicable** by the Company - The Company states that Item 3, Quantitative and Qualitative Disclosures About Market Risk, is **not applicable**[127](index=127&type=chunk) [Item 4. Controls and Procedures](index=24&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 in internal control - Management, with CEO and CFO participation, concluded that disclosure controls and procedures were **effective** as of June 30, 2025[128](index=128&type=chunk) - **No material changes** in internal control over financial reporting occurred during the most recent fiscal quarter[129](index=129&type=chunk) [PART II - OTHER INFORMATION](index=25&type=section&id=PART%20II%20Other%20Information) Presents other information not covered in Part I, including trading arrangements, exhibits, and official signatures [Item 5. Other Information](index=25&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by the Company or its officers/directors in Q2 2025 - **No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements** were adopted or terminated by the Company, its directors, or officers during the quarter ended June 30, 2025[132](index=132&type=chunk) [Item 6. Exhibits](index=26&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Form 10-Q, including corporate governance documents, CEO/CFO certifications, and Inline XBRL documents - Exhibits include **Amended and Restated Articles of Incorporation and By-Laws, Change in Control Agreement, CEO and CFO certifications** (pursuant to Rule 13a-14(a)/15d-14(a) and 18 U.S.C. Section 1350), and **Inline XBRL documents**[135](index=135&type=chunk) [Signatures](index=27&type=section&id=Signatures) The report was signed by Joseph T. Hand, Principal Executive Officer, and Matthew E. Poff, Principal Financial and Accounting Officer, on August 12, 2025 - The report was signed by **Joseph T. Hand**, Principal Executive Officer, and **Matthew E. Poff**, Principal Financial and Accounting Officer, on **August 12, 2025**[139](index=139&type=chunk)

[FORM 8-K Filing Information](index=1&type=section&id=FORM%208-K%20Filing%20Information) This section provides essential details regarding the Form 8-K filing, including registrant information and filing specifics [Registrant Information](index=1&type=section&id=Registrant%20Information) This section details The York Water Company as the registrant, including its incorporation jurisdiction and principal executive offices - Registrant: The York Water Company, incorporated in Pennsylvania[2](index=2&type=chunk) - Principal Executive Offices: 130 East Market Street, York, Pennsylvania 17401-1219[2](index=2&type=chunk) [Filing Details](index=1&type=section&id=Filing%20Details) This section outlines the Form 8-K filing date, relevant Securities Exchange Act sections, and registered securities information - Date of Report: August 12, 2025[2](index=2&type=chunk) Securities Registered | Title of Class | Trading Symbol | Name of Each Exchange on Which Registered | | :--------------- | :------------- | :---------------------------------------- | | COMMON STOCK, NO PAR VALUE | YORW | The Nasdaq Global Select Market | - The registrant is not an emerging growth company[3](index=3&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section addresses the announcement of the company's financial results for the second quarter and first six months of 2025 [Announcement of Financial Results](index=2&type=section&id=Announcement%20of%20Financial%20Results) The York Water Company announced its Q2 and first six months 2025 financial results via a press release furnished as Exhibit 99.1 - The York Water Company issued a press release on August 12, 2025, announcing its second quarter and first six months 2025 financial results[5](index=5&type=chunk) - The press release is furnished as Exhibit 99.1 with this Current Report on Form 8-K[5](index=5&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section provides a comprehensive list of financial statements and exhibits accompanying the Form 8-K filing [List of Exhibits](index=2&type=section&id=List%20of%20Exhibits) This section enumerates the exhibits included with the Form 8-K filing, specifically detailing the financial results press release Exhibits | Exhibit No. | Description of Exhibit | | :------------ | :--------------------------------- | | 99.1 | Press Release, August 12, 2025, issued by The York Water Company | [SIGNATURES](index=3&type=section&id=SIGNATURES) This section contains the official authorization and signatory details for the Form 8-K report [Authorization and Signatory](index=3&type=section&id=Authorization%20and%20Signatory) The report is officially signed by Matthew E. Poff, Chief Financial Officer of The York Water Company, on August 12, 2025 - The report was signed by Matthew E. Poff, Chief Financial Officer, on August 12, 2025[10](index=10&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission file number 001-36583 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of in ...

PONY AI Inc. Accelerates Gen-7 Robotaxi Production with over 200 Newly Produced, On Track to Scale Up 1,000-Vehicle Fleet by Year End Exhibit 99.1 · Mass production and operations of multiple Gen-7 Robotaxi models. 1) We kicked off mass production of the Guangzhou Automobile Group ("GAC") and Beijing Automotive Industry Corporation ("BAIC") Gen-7 Robotaxi models in June and July, respectively. With over 200 already produced, we're accelerating toward our 1,000-vehicle target by the end of 2025. 2) We initia ...

Second Quarter 2025 Financial Highlights: 32000 Aurora Road, Solon, OH 44139 • www.energyfocus.com • 800.327.7877 • Net sales of $1.1 million, decreased 26.4% compared to the second quarter of 2024, reflecting a decrease of $0.9 million, or 71.0%, in military sales period-over-period, partially offset by an increase of $0.4 million, or 117.7% in commercial sales. Sequentially, net sales increased by 85.6%, primarily reflecting a $0.6 million increase in commercial sales, partially offset by a $0.1 million d ...

PART I. FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) The company significantly increased cash to **$312.8 million** post-public offering, reporting a Q2 2025 net loss of **$26.9 million** due to higher R&D [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets rose to **$333.3 million** by June 30, 2025, driven by a public offering that boosted cash and stockholders' equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $312,761 | $139,036 | | Total current assets | $316,264 | $142,130 | | **Total assets** | **$333,331** | **$160,364** | | **Liabilities & Equity** | | | | Total current liabilities | $25,349 | $26,227 | | Term loan, net | $41,051 | $43,942 | | **Total liabilities** | **$84,604** | **$88,839** | | **Total stockholders' equity** | **$248,727** | **$71,525** | | **Total liabilities and stockholders' equity** | **$333,331** | **$160,364** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 revenue increased to **$2.0 million**, but operating expenses rose, leading to a widened net loss of **$26.9 million** for the quarter Condensed Consolidated Statements of Operations Highlights (in thousands) | Account | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Six Months 2025 (in thousands) | Six Months 2024 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $1,986 | $1,112 | $4,288 | $4,523 | | Research and development | $20,141 | $15,073 | $35,706 | $35,730 | | General and administrative | $8,598 | $7,338 | $16,756 | $14,422 | | Loss from operations | ($26,753) | ($21,299) | ($48,174) | ($45,629) | | **Net loss** | **($26,882)** | **($20,928)** | **($48,411)** | **($44,989)** | | Net loss per common share | ($0.09) | ($0.09) | ($0.17) | ($0.19) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by financing activities, primarily from a public offering, led to a **$173.7 million** increase in cash for the six months ended June 30, 2025 Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Category | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | $(42,202) | $(41,302) | | Net cash used in investing activities | $(309) | $(341) | | Net cash provided by financing activities | $216,236 | $70,446 | | **Net increase in cash, cash equivalents and restricted cash** | **$173,725** | **$28,803** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's biotech focus, liquidity from a **$215.6 million** public offering, Astellas option status, debt refinancing, and ongoing legal proceedings - The company is a clinical-stage biotechnology firm focused on AAV-based gene therapies for severe monogenic diseases of the central nervous system[30](index=30&type=chunk) - In May 2025, the company completed an underwritten public offering, raising approximately **$215.6 million in net proceeds**, which is expected to fund operations for at least twelve months from the issuance date of these financial statements[35](index=35&type=chunk)[36](index=36&type=chunk) - Under an agreement with Astellas, Taysha delivered the Rett Data Package for TSHA-102 in mid-2025, triggering a 90-day period for Astellas to decide whether to exercise its option for an exclusive license[63](index=63&type=chunk) - On August 7, 2025, the company entered into a new term loan agreement with Trinity Capital, drawing **$50.0 million** and terminating its previous loan facility. The new agreement provides for up to an additional **$50.0 million** in financing contingent on achieving certain regulatory milestones for TSHA-102[150](index=150&type=chunk) - The company is a nominal defendant in consolidated stockholder derivative lawsuits related to its August 2023 private placement and has received subpoenas from the SEC as part of an investigation into the same financing[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses TSHA-102's clinical progress, a **$48.4 million** net loss for H1 2025, and liquidity of **$312.8 million**, projecting funding into 2028 [Overview and Clinical Update](index=45&type=section&id=Overview%20and%20Clinical%20Update) The company's lead program, TSHA-102 for Rett syndrome, completed Part A dosing with good tolerability and is preparing for pivotal Part B enrollment in Q4 2025 - The lead clinical program, TSHA-102, is in development for Rett syndrome, a rare neurodevelopmental disorder with no approved disease-modifying therapies[161](index=161&type=chunk) - Dosing of all **12 patients** in Part A of the REVEAL trials is complete. As of August 4, 2025, TSHA-102 was generally well-tolerated with no treatment-related serious adverse events or dose-limiting toxicities[164](index=164&type=chunk) - The company has commenced site activation for the REVEAL pivotal Part B trial, with patient enrollment expected to begin in the **fourth quarter of 2025**[165](index=165&type=chunk) - TSHA-102 has received several key regulatory designations, including Orphan Drug, Rare Pediatric Disease, Fast Track, and Regenerative Medicine Advanced Therapy (RMAT) from the FDA[167](index=167&type=chunk) [Results of Operations](index=66&type=section&id=Results%20of%20Operations) Q2 2025 revenue increased to **$2.0 million**, while R&D expenses rose by **$5.0 million** and G&A expenses by **$1.3 million**, primarily due to TSHA-102 activities Comparison of Operating Expenses (in millions) | Expense Category | Q2 2025 (in millions) | Q2 2024 (in millions) | Change (in millions) | | :--- | :--- | :--- | :--- | | Research and development | $20.1 | $15.1 | +$5.0 | | General and administrative | $8.6 | $7.3 | +$1.3 | - The increase in Q2 2025 R&D expenses was primarily driven by BLA-enabling process performance qualification manufacturing initiatives and clinical trial activities[238](index=238&type=chunk) [Liquidity and Capital Resources](index=68&type=section&id=Liquidity%20and%20Capital%20Resources) Cash and equivalents reached **$312.8 million** by June 30, 2025, supported by a **$215.6 million** public offering and new **$50.0 million** debt, funding operations into 2028 - The company had cash and cash equivalents of **$312.8 million** as of June 30, 2025[250](index=250&type=chunk) - In May 2025, the company raised total net proceeds of **$215.6 million** from an underwritten public offering[261](index=261&type=chunk) - The company believes its existing cash and cash equivalents will be sufficient to fund operating expenses and capital requirements into **2028**[264](index=264&type=chunk) - In August 2025, the company entered into a new term loan agreement, drawing an initial **$50.0 million** and repaying its existing term loan[252](index=252&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=77&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company, Taysha is not required to provide quantitative and qualitative disclosures about market risk[281](index=281&type=chunk) [Controls and Procedures](index=77&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 - Management concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective[282](index=282&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[283](index=283&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=78&type=section&id=Item%201.%20Legal%20Proceedings) The company faces stockholder derivative lawsuits and an SEC investigation related to its August 2023 Private Placement, with litigation currently stayed - The company is a nominal defendant in consolidated stockholder derivative actions concerning its August 2023 Private Placement. The litigation is currently stayed until **September 30, 2025**[286](index=286&type=chunk) - The company and certain officers received subpoenas from the SEC in late 2024 related to the August 2023 PIPE and other public offerings. The SEC investigation is not a determination of any wrongdoing[287](index=287&type=chunk) [Risk Factors](index=78&type=section&id=Item%201A.%20Risk%20Factors) The company's success hinges on TSHA-102, facing risks from evolving clinical data, lack of pivotal trial experience, Astellas option uncertainties, and legal proceedings - The company is substantially dependent on the success of its lead product candidate, TSHA-102, which is its only product in clinical development[292](index=292&type=chunk) - Interim or preliminary results from clinical trials, such as those for TSHA-102, may change as more patient data becomes available, which could harm business prospects[290](index=290&type=chunk) - The company has never conducted pivotal clinical trials and may be unable to successfully execute the necessary trials for TSHA-102 to support a BLA submission[298](index=298&type=chunk) - Uncertainties exist regarding the option agreement with Astellas for TSHA-102. If Astellas exercises the option, it could be considered a sale of substantially all company assets, and potential disputes over terms could arise[293](index=293&type=chunk)[294](index=294&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=88&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 reporting period - The company reported no unregistered sales of equity securities for the period[313](index=313&type=chunk) [Other Information](index=88&type=section&id=Item%205.%20Other%20Information) The company disclosed a Rule 10b5-1 trading plan and a new **$50.0 million** term loan agreement with Trinity Capital, refinancing prior debt - On June 11, 2025, Sukumar Nagendran, President and Head of R&D, adopted a prearranged Rule 10b5-1 stock trading plan for the potential sale of up to **800,000 shares**[318](index=318&type=chunk) - On August 7, 2025, the company entered into a new loan agreement with Trinity Capital, drawing **$50.0 million** in an initial tranche and terminating its existing term loan[319](index=319&type=chunk)[327](index=327&type=chunk) [Exhibits](index=91&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the quarterly report, including corporate governance documents, pre-funded warrant forms, and officer certifications

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The unaudited financial statements for June 30, 2025, reflect decreased assets and equity, a $24.2 million net loss, an $8.6 million gain from debt extinguishment, and a going concern uncertainty Unaudited Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Data (Unaudited) | Metric | June 30, 2025 | September 30, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash, cash equivalents, and restricted cash | $15,010,154 | $24,916,285 | | Total current assets | $16,193,177 | $35,223,224 | | Total assets | $27,330,758 | $60,418,772 | | **Liabilities & Stockholders' Equity** | | | | Total current liabilities | $6,682,015 | $11,867,968 | | Total liabilities | $11,986,125 | $28,102,060 | | Total stockholders' equity | $15,344,633 | $32,316,712 | - Total assets decreased from **$60.4 million** to **$27.3 million**, and total stockholders' equity decreased from **$32.3 million** to **$15.3 million** between September 30, 2024, and June 30, 2025, largely driven by the sale of discontinued operations (FC2 business) and continued net losses[15](index=15&type=chunk) Unaudited Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $3,020,563 | $4,846,156 | $12,669,495 | $9,489,848 | | Selling, general and administrative | $5,010,528 | $5,809,325 | $15,402,074 | $18,364,622 | | Operating loss from continuing operations | ($7,546,476) | ($10,545,481) | ($25,917,435) | ($26,826,098) | | Gain on extinguishment of debt | - | - | $8,624,778 | - | | Net loss | ($7,332,820) | ($10,968,874) | ($24,179,786) | ($29,270,803) | | Net loss per basic and diluted share | ($0.50) | ($0.75) | ($1.65) | ($2.23) | - For the nine months ended June 30, 2025, the company reported a net loss of **$24.2 million**, an improvement from the **$29.3 million** loss in the prior year period, primarily due to an **$8.6 million** gain on debt extinguishment related to the FC2 business sale[16](index=16&type=chunk) Unaudited Condensed Consolidated Statements of Stockholders' Equity - Total stockholders' equity decreased from **$32.3 million** at September 30, 2024, to **$15.3 million** at June 30, 2025, primarily driven by a net loss of **$24.2 million** over the nine-month period, partially offset by **$6.6 million** in share-based compensation[17](index=17&type=chunk)[20](index=20&type=chunk) Unaudited Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (Unaudited, Nine Months Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($24,551,752) | ($17,316,239) | | Net cash provided by investing activities | $18,867,232 | $14,714 | | Net cash (used in) provided by financing activities | ($4,221,611) | $36,826,910 | | Net (decrease) increase in cash | ($9,906,131) | $19,525,385 | | Cash at beginning of period | $24,916,285 | $9,625,494 | | Cash at end of period | $15,010,154 | $29,150,879 | - Investing activities provided **$18.9 million** in cash, primarily from the **$16.3 million** net proceeds from the sale of the FC2 business, while financing activities used **$4.2 million** for the extinguishment of the residual royalty agreement liability[21](index=21&type=chunk) Notes to Unaudited Condensed Consolidated Financial Statements Notes detail accounting policies, going concern doubt, FC2 sale impact, SWK debt termination, shareholder litigation, and uncertain ENTADFI asset payments - The company's drug development program focuses on enobosarm for cardiometabolic diseases and sabizabulin for inflammatory diseases, having sold its FC2 business on December 30, 2024, and its ENTADFI assets on April 19, 2023[25](index=25&type=chunk) - Effective August 8, 2025, the company executed a **1-for-10 reverse stock split**, retroactively adjusting all share and per-share amounts in the financial statements[27](index=27&type=chunk)[111](index=111&type=chunk) - Management has concluded that substantial doubt exists about the company's ability to continue as a going concern for at least twelve months, as current cash is insufficient to fund operations over that period[33](index=33&type=chunk)[34](index=34&type=chunk) - The sale of the FC2 business on December 30, 2024, for **$18.0 million** resulted in a loss on sale of **$4.3 million**, with the business results now reported as discontinued operations[35](index=35&type=chunk)[36](index=36&type=chunk)[40](index=40&type=chunk) - In connection with the FC2 sale, the SWK Residual Royalty Agreement was terminated with a **$4.2 million** change of control payment, resulting in a gain on debt extinguishment of **$8.6 million**[59](index=59&type=chunk) - The company is a defendant in several shareholder class action and derivative lawsuits related to public statements about sabizabulin for COVID-19, and a lawsuit from the purchaser of the FC2 business alleging breach of representations[89](index=89&type=chunk)[95](index=95&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Veru, a late-stage biopharmaceutical company, focuses on enobosarm and sabizabulin, with enobosarm's Phase 2b trial meeting its primary endpoint, while facing net losses and going concern doubts after selling commercial assets Overview and Drug Development Programs - Veru is a late clinical stage biopharmaceutical company focused on developing novel medicines for cardiometabolic and inflammatory diseases, with two main drug candidates: enobosarm and sabizabulin[114](index=114&type=chunk) - **Obesity Program (enobosarm):** The Phase 2b QUALITY trial for enobosarm, used with semaglutide, met its primary endpoint by preserving **100% of lean body mass** compared to placebo, also showing greater fat loss and preserved physical function, with plans to discuss a Phase 3 program with the FDA[119](index=119&type=chunk)[121](index=121&type=chunk)[131](index=131&type=chunk) - **Atherosclerosis Program (sabizabulin):** The company is developing sabizabulin as a broad anti-inflammatory agent to treat atherosclerotic cardiovascular disease, leveraging a mechanism similar to colchicine but with a potentially better safety profile, having completed a pre-IND meeting with the FDA[142](index=142&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) Asset Sales and Discontinued Operations - The company sold its FC2 business on December 30, 2024, for **$18.0 million** in cash, resulting in a strategic shift and classifying the business as discontinued operations, leading to a loss of **$4.3 million**[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk) - The company sold its ENTADFI assets to ONCO in April 2023 for a total potential consideration of **$20.0 million** plus milestones, though collection of remaining promissory notes is uncertain, and forbearance agreements have been entered to extend payment deadlines[150](index=150&type=chunk)[152](index=152&type=chunk) Results of Operations Comparison of Operating Expenses (Three Months Ended June 30) | Expense Category | 2025 | 2024 | Change Driver | | :--- | :--- | :--- | :--- | | Research & Development | $3.0M | $4.8M | Decrease due to wind-down of Phase 2b QUALITY clinical study | | Selling, General & Administrative | $5.0M | $5.8M | Decrease primarily due to lower share-based compensation expense | Comparison of Operating Expenses (Nine Months Ended June 30) | Expense Category | 2025 | 2024 | Change Driver | | :--- | :--- | :--- | :--- | | Research & Development | $12.7M | $9.5M | Increase of $4.5M due to costs for the Phase 2b QUALITY clinical study | | Selling, General & Administrative | $15.4M | $18.4M | Decrease primarily due to lower share-based compensation expense | - For the nine months ended June 30, 2025, the company recorded a gain on debt extinguishment of **$8.6 million** from the termination of the Residual Royalty Agreement and a gain on the sale of ENTADFI assets of **$2.2 million**[162](index=162&type=chunk)[163](index=163&type=chunk) Liquidity and Sources of Capital - As of June 30, 2025, the company had **$15.0 million** in cash, cash equivalents, and restricted cash, down from **$24.9 million** at September 30, 2024, with working capital decreasing to **$9.5 million** from **$23.4 million**[166](index=166&type=chunk) - The company has concluded there is substantial doubt about its ability to continue as a going concern, as current cash is insufficient to fund operations for the next twelve months, necessitating additional capital through equity or debt financing[167](index=167&type=chunk)[168](index=168&type=chunk) - In the nine months ended June 30, 2024, the company raised **$36.8 million** from financing activities, primarily from a **$35.2 million** public offering of common stock and **$1.7 million** from its agreement with Lincoln Park Capital[176](index=176&type=chunk)[181](index=181&type=chunk)[183](index=183&type=chunk) - In connection with the FC2 sale, the company made a final change of control payment of **$4.2 million** to SWK, terminating the Residual Royalty Agreement and extinguishing the related debt[179](index=179&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk exposure to raw material prices and foreign currency fluctuations significantly reduced after the FC2 business sale - The company's exposure to market risk from raw material prices and foreign currency exchange rates has been significantly reduced following the sale of the FC2 business[187](index=187&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, 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[189](index=189&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[190](index=190&type=chunk) [PART II. OTHER INFORMATION](index=40&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company faces multiple legal proceedings, including shareholder class action and derivative lawsuits regarding sabizabulin, and a fraud and breach of contract suit from the FC2 business purchaser - The company is a defendant in a putative class action lawsuit (Ewing v. Veru Inc.) and several derivative actions (Maglia, Franchi, Renbarger, Alshourbagy, Ovadias) related to statements made about sabizabulin as a COVID-19 treatment[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) - On August 5, 2025, Clear Future, Inc., the purchaser of the FC2 business, filed a lawsuit against the company alleging fraud, breach of representations and warranties, and breach of contract related to the sale[95](index=95&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant operational, financial, and legal risks, including no commercial revenue, going concern doubts, clinical trial delays, competition, intellectual property challenges, and litigation Risks Related to Regulation and Commercialization - The company currently has no commercial revenue and its profitability depends on obtaining regulatory approval and successfully commercializing its drug candidates[195](index=195&type=chunk)[201](index=201&type=chunk) - The company faces risks of delays in its planned clinical trials for enobosarm and sabizabulin due to factors like patient enrollment, regulatory holds, or insufficient funding[195](index=195&type=chunk)[208](index=208&type=chunk)[214](index=214&type=chunk) - Reliance on third-party CROs for research and third-party manufacturers for drug supply exposes the company to risks of non-compliance with cGCP and cGMP standards, which could jeopardize clinical data and regulatory approvals[195](index=195&type=chunk)[220](index=220&type=chunk)[223](index=223&type=chunk) Risks Related to Financial Position and Need for Capital - The company has a history of net losses and expects to incur more in the foreseeable future, with its independent auditor including a "going concern" explanatory paragraph in its report, citing losses and the need for additional funding[194](index=194&type=chunk)[241](index=241&type=chunk)[244](index=244&type=chunk) - The company needs to raise substantial additional capital to fund operations and clinical trials, as failure to do so could force it to curtail or cease operations, and future financing may be on unfavorable terms and cause significant dilution[194](index=194&type=chunk)[245](index=245&type=chunk) - There is uncertainty regarding the collection of additional payments from ONCO for the ENTADFI asset sale, as ONCO has previously defaulted and is operating under a forbearance agreement[194](index=194&type=chunk)[252](index=252&type=chunk)[253](index=253&type=chunk) Risks Related to Our Business - The company faces intense competition in the obesity treatment market, including from major pharmaceutical companies with greater resources[196](index=196&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk) - The company is a defendant in shareholder class action lawsuits and is involved in disputes with the purchaser of the FC2 business, which could result in substantial legal fees and divert management's attention[196](index=196&type=chunk)[267](index=267&type=chunk)[279](index=279&type=chunk) - The company has significant payment obligations of **$8.3 million** to a supplier related to the prior commercialization efforts for sabizabulin[196](index=196&type=chunk)[262](index=262&type=chunk) Risks Relating to Our Intellectual Property - The company's success depends on its ability to obtain and maintain intellectual property rights, with existing patents for enobosarm's composition of matter expiring in 2028 and 2029, increasing reliance on a pending method of use patent application[197](index=197&type=chunk)[284](index=284&type=chunk)[294](index=294&type=chunk) - The company is dependent on license relationships for its sabizabulin and enobosarm drug candidates and could lose commercialization rights if it fails to meet its obligations under these agreements[197](index=197&type=chunk)[295](index=295&type=chunk) - The company may face claims that its intellectual property infringes on the rights of third parties, which could lead to costly litigation, substantial damages, or prevent commercialization[197](index=197&type=chunk)[296](index=296&type=chunk) Risks Related to Ownership of Our Common Stock - Ownership is highly concentrated, with executive officers and directors beneficially owning approximately **15.3%** of outstanding common stock as of August 7, 2025, which could limit the influence of other shareholders[198](index=198&type=chunk)[305](index=305&type=chunk) - The company recently effected a **1-for-10 reverse stock split** to regain compliance with Nasdaq's minimum bid price requirement, with a risk of future non-compliance and potential delisting[198](index=198&type=chunk)[306](index=306&type=chunk) - Previous restatements of financial statements and identified material weaknesses in internal control (now remediated) could harm investor confidence and subject the company to legal or regulatory actions[204](index=204&type=chunk)[309](index=309&type=chunk)[310](index=310&type=chunk) [Exhibits](index=67&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including asset purchase agreements, corporate governance, and CEO/CFO certifications

Executive Summary [Second Quarter 2025 Overview](index=1&type=section&id=Second%20Quarter%202025%20Overview) Consolidated Water Co. Ltd. reported a 3% increase in total revenue to $33.6 million for Q2 2025, with net income from continuing operations attributable to stockholders rising 23% to $5.2 million, or $0.32 per diluted share | Metric | Q2 2025 ($) | Q2 2024 ($) | Change (%) | | :------------------------------------------------ | :---------- | :---------- | :--------- | | Total Revenue | $33.6 million | $32.5 million | 3% | | Net Income (Continuing Ops) Attributable to Stockholders | $5.2 million | $4.2 million | 23.8% | | Diluted EPS (Continuing Ops) | $0.32 | $0.26 | 23.1% | | Net Income (Including Discontinued Ops) Attributable to Stockholders | $5.1 million | $15.9 million | -67.9% | | Diluted EPS (Including Discontinued Ops) | $0.32 | $0.99 | -67.7% | - Cash and cash equivalents increased to **$112.2 million** and working capital increased to **$137.4 million** as of June 30, 2025[5](index=5&type=chunk) - Retail water sold in Grand Cayman increased **7%** due to less rainfall, population growth, and increased business activity[5](index=5&type=chunk) - The company's client approved pilot test reports and recommendations for the **$204 million** Hawaii desalination project, a significant milestone paving the way for construction[5](index=5&type=chunk)[6](index=6&type=chunk) [Management Commentary](index=2&type=section&id=Management%20Commentary) CEO Rick McTaggart highlighted strong performance across all four business segments, particularly retail (6% revenue growth) and manufacturing (33% revenue growth), noting the diversified business model's effectiveness and the Hawaii desalination plant project's continued advancement - Retail segment revenue grew **6%** and manufacturing segment revenue grew **33%** year-over-year[7](index=7&type=chunk) - Services segment O&M revenue increased **17%**, partially offsetting decreases in construction and design/consulting revenue[7](index=7&type=chunk) - Bulk profitability increased in dollar terms and gross profit percentage despite a slight revenue decrease due to lower fuel passthrough charges[7](index=7&type=chunk) - Manufacturing segment's gross margin improved by **six percentage points**, partly driven by water purification equipment for the nuclear power industry, where the company holds NQA-1 certification[9](index=9&type=chunk) - The Hawaii desalination plant project achieved a critical milestone with client approval of pilot test reports and recommendations, with construction expected to commence early next year pending permits[10](index=10&type=chunk) Second Quarter 2025 Financial Results [Consolidated Performance](index=2&type=section&id=Consolidated%20Performance_Q2) Consolidated revenue for Q2 2025 increased 3% to $33.6 million, driven by growth in retail and manufacturing segments, partially offset by declines in bulk and services, with gross profit improving to $12.8 million (38.2% of revenue) | Metric | Q2 2025 ($) | Q2 2024 ($) | Change ($) | Change (%) | | :-------------------------------- | :---------- | :---------- | :--------- | :--------- | | Total Revenue | $33.6 million | $32.5 million | $1.1 million | 3% | | Gross Profit | $12.8 million | $11.6 million | $1.2 million | 10.3% | | Gross Profit Margin | 38.2% | 35.8% | 2.4 pp | - | | Net Income (Continuing Ops) Attributable to Stockholders | $5.2 million | $4.2 million | $1.0 million | 23.8% | | Diluted EPS (Continuing Ops) | $0.32 | $0.26 | $0.06 | 23.1% | - Net income including discontinued operations decreased significantly from **$15.9 million** in Q2 2024 to **$5.1 million** in Q2 2025, primarily due to a **$12.1 million** gain on sale of a discontinued project in Mexico recognized in the prior year[18](index=18&type=chunk) - The company increased its quarterly cash dividend to **$0.14 per share** for Q3 2025, a **27.3%** increase from the Q2 2025 dividend of **$0.11 per share**[12](index=12&type=chunk) [Segment Performance](index=4&type=section&id=Segment%20Performance_Q2) Segment-wise, retail revenue increased 6% due to higher volumes, and manufacturing revenue surged 33%, while services revenue decreased 4% primarily from lower construction and design/consulting revenue, though O&M revenue grew 17% | Segment | Q2 2025 Revenue ($) | Q2 2024 Revenue ($) | Change ($) | Change (%) | | :---------------- | :-------------- | :-------------- | :--------- | :--------- | | Retail | $8,638,026 | $8,181,884 | $456,142 | 5.6% | | Bulk | $8,274,816 | $8,447,958 | -$173,142 | -2.0% | | Services | $11,448,202 | $11,922,469 | -$474,267 | -4.0% | | Manufacturing | $5,230,035 | $3,926,847 | $1,303,188 | 33.2% | - Retail revenue increase was driven by a **7%** increase in water sold volume[5](index=5&type=chunk)[13](index=13&type=chunk) - Services segment construction revenue decreased from **$4.0 million** in Q2 2024 to **$2.8 million** in Q2 2025, mainly due to the completion of the pilot plant testing phase for the Hawaii project[5](index=5&type=chunk)[14](index=14&type=chunk)[34](index=34&type=chunk) - Operations and maintenance (O&M) revenue within the services segment increased **17%** to **$8.3 million**[5](index=5&type=chunk)[15](index=15&type=chunk)[34](index=34&type=chunk) [Gross Profit and Net Income](index=4&type=section&id=Gross%20Profit%20and%20Net%20Income_Q2) Gross profit for Q2 2025 increased to $12.8 million (38.2% of total revenue) from $11.6 million (35.8%) in Q2 2024, primarily due to higher retail and manufacturing revenues and decreased bulk segment cost of revenue, with net income from continuing operations attributable to stockholders rising to $5.2 million, or $0.32 per diluted share | Metric | Q2 2025 ($) | Q2 2024 ($) | Change ($) | Change (%) | | :------------------------------------------------ | :---------- | :---------- | :--------- | :--------- | | Gross Profit | $12,831,985 | $11,620,214 | $1,211,771 | 10.4% | | Gross Profit Margin | 38.2% | 35.8% | 2.4 pp | - | | Net Income (Continuing Ops) Attributable to Stockholders | $5,178,761 | $4,242,411 | $936,350 | 22.1% | | Diluted EPS (Continuing Ops) | $0.32 | $0.26 | $0.06 | 23.1% | - The increase in gross profit was partially offset by a decrease in gross profit for the services segment[16](index=16&type=chunk) - Net income including discontinued operations decreased significantly due to a **$12.1 million** gain on sale of a discontinued project in Mexico recognized in Q2 2024[18](index=18&type=chunk) First Half 2025 Financial Results [Consolidated Performance](index=4&type=section&id=Consolidated%20Performance_H1) For the first half of 2025, total revenue decreased 7% to $67.3 million, primarily due to a significant decline in the services segment, with gross profit slightly decreasing to $25.1 million (37.3% of revenue) from $25.5 million (35.3%) in H1 2024 | Metric | H1 2025 ($) | H1 2024 ($) | Change ($) | Change (%) | | :------------------------------------------------ | :---------- | :---------- | :--------- | :--------- | | Total Revenue | $67.3 million | $72.2 million | -$4.9 million | -6.8% | | Gross Profit | $25.1 million | $25.5 million | -$0.4 million | -1.6% | | Gross Profit Margin | 37.3% | 35.3% | 2.0 pp | - | | Net Income (Continuing Ops) Attributable to Stockholders | $10.1 million | $11.2 million | -$1.1 million | -9.8% | | Diluted EPS (Continuing Ops) | $0.63 | $0.70 | -$0.07 | -10.0% | - Net income including discontinued operations decreased from **$22.3 million** in H1 2024 to **$9.9 million** in H1 2025, primarily due to a **$12.1 million** gain on sale of a discontinued project in Mexico recognized in the prior year[27](index=27&type=chunk) [Segment Performance](index=6&type=section&id=Segment%20Performance_H1) First half segment performance showed retail revenue increasing 7% and manufacturing revenue growing 20%, while services revenue significantly decreased by 26.7% due to the completion of two construction projects in H1 2024 and a decline in Hawaii project construction revenue | Segment | H1 2025 Revenue ($) | H1 2024 Revenue ($) | Change ($) | Change (%) | | :---------------- | :-------------- | :-------------- | :--------- | :--------- | | Retail | $18,049,368 | $16,806,822 | $1,242,546 | 7.4% | | Bulk | $16,686,532 | $16,790,052 | -$103,520 | -0.6% | | Services | $21,526,470 | $29,340,080 | -$7,813,610 | -26.6% | | Manufacturing | $11,044,094 | $9,231,594 | $1,812,500 | 19.6% | - Retail revenue increased due to a **10%** increase in the volume of water sold[21](index=21&type=chunk) - Services segment construction revenue decreased from **$13.4 million** in H1 2024 to **$5.0 million** in H1 2025, primarily due to the completion of two projects in H1 2024 and a **$2.1 million** decline in Hawaii contract revenue[23](index=23&type=chunk)[34](index=34&type=chunk) - Operations and maintenance (O&M) revenue within the services segment increased **13%** to **$16.0 million**[24](index=24&type=chunk)[34](index=34&type=chunk) [Gross Profit and Net Income](index=6&type=section&id=Gross%20Profit%20and%20Net%20Income_H1) Gross profit for the first half of 2025 was $25.1 million (37.3% of total revenue), a slight decrease from $25.5 million (35.3%) in H1 2024, mainly due to a $2.8 million decline in services segment gross profit, partially offset by increases in retail, bulk, and manufacturing segments | Metric | H1 2025 ($) | H1 2024 ($) | Change ($) | Change (%) | | :------------------------------------------------ | :---------- | :---------- | :--------- | :--------- | | Gross Profit | $25,138,272 | $25,498,237 | -$359,965 | -1.4% | | Gross Profit Margin | 37.3% | 35.3% | 2.0 pp | - | | Net Income (Continuing Ops) Attributable to Stockholders | $10,102,871 | $11,183,825 | -$1,080,954 | -9.7% | | Diluted EPS (Continuing Ops) | $0.63 | $0.70 | -$0.07 | -10.0% | - The decrease in gross profit was primarily due to a **$2.8 million** decrease in services segment gross profit, resulting from lower construction revenue[25](index=25&type=chunk) - Net income including discontinued operations was significantly impacted by a **$12.1 million** gain on sale of a discontinued project in Mexico in the prior year[27](index=27&type=chunk) Financial Position and Supplemental Data [Balance Sheet Highlights](index=4&type=section&id=Balance%20Sheet%20Highlights) As of June 30, 2025, Consolidated Water reported a strong financial position with cash and cash equivalents increasing to $112.2 million and working capital at $137.4 million, while total assets grew to $257.5 million and total liabilities increased to $35.3 million, resulting in stockholders' equity of $216.6 million | Metric | June 30, 2025 ($) | December 31, 2024 ($) | Change ($) | Change (%) | | :-------------------------------- | :-------------- | :---------------- | :--------- | :--------- | | Cash and Cash Equivalents | $112,246,599 | $99,350,121 | $12,896,478 | 13.0% | | Working Capital | $137,417,539 | $132,849,656 | $4,567,883 | 3.4% | | Total Assets | $257,503,568 | $243,313,181 | $14,190,387 | 5.8% | | Total Liabilities | $35,296,128 | $28,003,534 | $7,292,594 | 26.0% | | Total Stockholders' Equity | $216,563,683 | $209,960,695 | $6,602,988 | 3.1% | [Revenue Disaggregation by Source](index=10&type=section&id=Revenue%20Disaggregation) The company's revenue is disaggregated into Retail, Bulk, Services, and Manufacturing segments, with Services remaining the largest segment by revenue for Q2 2025, and Manufacturing showing the highest growth rate, while H1 2025 Services revenue saw a significant decline | Revenue Source | Q2 2025 ($) | Q2 2024 ($) | H1 2025 ($) | H1 2024 ($) | | :--------------- | :---------- | :---------- | :---------- | :---------- | | Retail revenue | $8,638,026 | $8,181,884 | $18,049,368 | $16,806,822 | | Bulk revenue | $8,274,816 | $8,447,958 | $16,686,532 | $16,790,052 | | Services revenue | $11,448,202 | $11,922,469 | $21,526,470 | $29,340,080 | | Manufacturing revenue | $5,230,035 | $3,926,847 | $11,044,094 | $9,231,594 | | Total revenue | $33,591,079 | $32,479,158 | $67,306,464 | $72,168,548 | [Services Revenue Details](index=11&type=section&id=Services%20Revenue%20Details) Services revenue is further broken down into Construction, Operations and Maintenance (O&M), and Design and Consulting, with Q2 2025 O&M revenue increasing significantly, partially offsetting declines in construction and design/consulting revenue, and H1 2025 construction revenue seeing a substantial decrease | Services Revenue Component | Q2 2025 ($) | Q2 2024 ($) | H1 2025 ($) | H1 2024 ($) | | :------------------------- | :---------- | :---------- | :---------- | :---------- | | Construction revenue | $2,825,935 | $4,004,072 | $5,044,167 | $13,381,536 | | Operations and maintenance revenue | $8,255,408 | $7,068,922 | $15,980,704 | $14,168,275 | | Design and consulting revenue | $366,859 | $849,475 | $501,599 | $1,790,269 | | Total services revenue | $11,448,202 | $11,922,469 | $21,526,470 | $29,340,080 | [Condensed Consolidated Financial Statements](index=13&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section provides the full condensed consolidated balance sheets as of June 30, 2025, and December 31, 2024, and the condensed consolidated statements of income for the three and six months ended June 30, 2025, and 2024, offering a comprehensive view of the company's financial health and performance [Condensed Consolidated Balance Sheets](index=13&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | ASSETS | June 30, 2025 ($) | December 31, 2024 ($) | | :----------------------------------- | :-------------- | :---------------- | | Cash and cash equivalents | $112,246,599 | $99,350,121 | | Total current assets | $169,834,888 | $157,788,165 | | Property, plant and equipment, net | $53,746,797 | $52,432,282 | | Total assets | $257,503,568 | $243,313,181 | | LIABILITIES AND EQUITY | | | | Total current liabilities | $32,417,349 | $24,938,509 | | Total liabilities | $35,296,128 | $28,003,534 | | Total Consolidated Water Co. Ltd. stockholders' equity | $216,563,683 | $209,960,695 | | Total equity | $222,207,440 | $215,309,647 | | Total liabilities and equity | $257,503,568 | $243,313,181 | [Condensed Consolidated Statements of Income](index=14&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) | Metric | Q2 2025 ($) | Q2 2024 ($) | H1 2025 ($) | H1 2024 ($) | | :------------------------------------------------ | :---------- | :---------- | :---------- | :---------- | | Revenue | $33,591,079 | $32,479,158 | $67,306,464 | $72,168,548 | | Gross profit | $12,831,985 | $11,620,214 | $25,138,272 | $25,498,237 | | Income from operations | $5,283,764 | $5,010,790 | $9,894,527 | $12,324,784 | | Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders | $5,178,761 | $4,242,411 | $10,102,871 | $11,183,825 | | Net income (loss) from discontinued operations | -$82,556 | $11,607,846 | -$215,637 | $11,140,780 | | Net income attributable to Consolidated Water Co. Ltd. stockholders | $5,096,205 | $15,850,257 | $9,887,234 | $22,324,605 | | Diluted earnings per share (Continuing operations) | $0.32 | $0.26 | $0.63 | $0.70 | | Diluted earnings per share (Total) | $0.32 | $0.99 | $0.62 | $1.40 | | Dividends declared per common and redeemable preferred shares | $0.14 | $0.095 | $0.25 | $0.19 | Corporate Information and Disclosures [About Consolidated Water Co. Ltd.](index=11&type=section&id=About%20Consolidated%20Water%20Co.%20Ltd.) Consolidated Water Co. Ltd. specializes in developing and operating advanced water supply and treatment plants and distribution systems, including seawater desalination facilities in the Cayman Islands, The Bahamas, and the British Virgin Islands, and water treatment/reuse facilities in the U.S., such as a $204 million project in Hawaii - The company develops and operates advanced water supply and treatment plants and water distribution systems[36](index=36&type=chunk) - Operations include seawater desalination in the Cayman Islands, The Bahamas, and the British Virgin Islands, and water treatment/reuse facilities in the United States[36](index=36&type=chunk) - Currently undertaking a **$204 million** design-build-operate project for a seawater desalination plant in Hawaii[36](index=36&type=chunk) - Manufactures and services a range of products and provides design, engineering, management, operating, and other services for commercial and municipal water production, supply, treatment, and industrial water/wastewater treatment[37](index=37&type=chunk) [Conference Call Information](index=11&type=section&id=Conference%20Call%20Information) Consolidated Water management will host a conference call on Tuesday, August 12, 2025, at 11:00 a.m. Eastern time to discuss the Q2 2025 results, with dial-in and replay information provided for interested parties - Conference call scheduled for Tuesday, August 12, 2025, at **11:00 a.m. Eastern time**[35](index=35&type=chunk) - Toll-free dial-in: **1-844-875-6913**, International dial-in: **1-412-317-6709**, Conference ID: **9065693**[35](index=35&type=chunk) - A replay will be available from **1:00 p.m. Eastern time** on the same day through August 19, 2025, via phone (Toll-free: **1-877-344-7529**, International: **1-412-317-0088**, Replay ID: **9065693**) and the company website[36](index=36&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=12&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section advises that the press release contains forward-looking statements, which inherently involve risks and uncertainties that could cause actual results to differ materially, including factors like market acceptance of products/services, government relationships, and new license agreement negotiations - Statements containing words like "believe", "estimate", "project", "intend", "expect", "should", "will" are forward-looking[39](index=39&type=chunk) - Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially[39](index=39&type=chunk) - Factors include continued acceptance of products/services, changes in government relationships, outcome of Cayman government retail license negotiations, collection of Bahamas accounts receivable, and other economic/operational risks[39](index=39&type=chunk) - More information on risks is available in the company's SEC filings (Form 10-K, 10-Q)[39](index=39&type=chunk) [Contact Information](index=12&type=section&id=Contact%20Information) Contact details are provided for both company inquiries, directed to David W. Sasnett (Executive Vice President and CFO), and investor relations, handled by Ron Both or Grant Stude at Encore Investor Relations - Company Contact: David W. Sasnett, Executive Vice President and CFO, Tel **(954) 509-8200**[40](index=40&type=chunk) - Investor Relations Contact: Ron Both or Grant Stude, Encore Investor Relations, Tel **(949) 432-7557**[40](index=40&type=chunk)