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Diversified Energy Reports Strong Second Quarter Results Highlighting Consistent Cash Margins, Year-over-Year Growth, and Disciplined Execution of Maverick Acquisition Integration - ForexTV

Non-Op Development Partnership Generating Over 60% Returns with Minimal Capital Spend that Delivers an Improving Corporate Decline Rate Portfolio Optimization Program Contributed $70 Million in Cash Flow Year-to-Date Returned Over $105 million to Shareholders Year-to-Date Through Dividends and Share Repurchases On Track to Achieve Full-Year 2025 Guidance BIRMINGHAM, Ala., Aug. 11, 2025 (GLOBE NEWSWIRE) -- Diversified Energy Company PLC (LSE: DEC, NYSE: DEC) today announced its interim results for the six months ended June 30, 2025, reporting performance in line with expectations and highlighting key strategic and financial achievements. Delivering Reliable Results and Strategic Growth as the U.S. PDP Champion Second Quarter 2025 Results (Second Quarter Results Reflect Full Quarter Impact of the Acquisition of Maverick Natural Resources) Production exit rate(a): 1,135 MMcfepd (189 Mboepd) Average production: 1,149 MMcfepd (192 Mboepd)Production volume mix (natural gas, NGLs, oil): 73% / 13% / 14% Total Revenue (including settled hedges)(d): $510 millionOperating Cash Flow: $133 millionAdjusted EBITDA(b): $280 millionFree Cash Flow: Adjusted Free Cash Flow(c) of $88 million after $25 million of nonrecurring transaction costs Annualized Adjusted FCF Yield(c) of 31% Revenue per unit(d): $4.88/Mcfe ($29.28/Boe)Adjusted cost per unit(e):$2.21/Mcfe ($13.26/Boe) First Half 2025 Results Average production: 1,007 MMcfepd (168 Mboepd) Production volume mix (natural gas, NGLs, oil): 77% / 13% / 10% Total Revenue (including settled hedges)(d): $804 millionOperating Cash Flow: $264 millionAdjusted EBITDA(b): $418 millionFree Cash Flow: Adjusted Free Cash Flow(c) of $152 million after $28 million of nonrecurring transaction costsCAPEX: $89 million Non-Op drilling expenditures weighted more in Q2; full-year Capex trending toward low end of guidance Revenue per unit(d): $4.41/Mcfe ($26.46/Boe)Adjusted cost per unit(e): $2.11/Mcfe ($12.66/Boe) Improving Financial and Operational Metrics  1Q252Q25QoQ % Change1H241H25YoY % Change       Production (Mmcfe/d)8641,14933%7461,00735%Production volume mix      Natural gas82%73% 84%77% NLGs12%13% 13%13% Oil6%14% 3%10%        Total Revenue(d) (millions)$294$51073%$449$80479%Adj. EBITDA(b) (millions)$138$280103%$218$41892%Adj. FCF(c) (millions)$64$8838%$102$15249%        Financial Strength and Shareholder Returns Liquidity: $416 million of undrawn credit facility capacity and unrestricted cashLeverage ratio: 2.6x Net Debt to EBITDA; ~13% improvement from YE2024 Consolidated debt consists of ~70% in non-recourse ABS securities ABS principal reduction: Retired $130 million in principal during 1H252Q25 dividend: $0.29 per share declaredShareholder returns: Over $105 million returned YTD via dividends and repurchases(f)Share repurchases: ~3.3 million shares repurchased YTD (~4% of outstanding shares), totaling ~$43 million(f) Strategic Execution and Transformational Growth $2 Billion Carlyle Partnership Strategic partnership to invest up to $2 billion in existing U.S. proved developed producing (PDP) oil and gas assetsCapitalizes on industry consolidation trends and divestitures of mature producing assetsNon-dilutive structure preserves capital flexibility and supports long-term growthEnhances Diversified’s stature as a leading consolidator of upstream PDP assets Maverick Integration Update Increasing annualized synergy target to $60M from previously stated $50M, following strong execution during our integration processEfficiency gains through staffing optimization, contract savings, and midstream cost reductionsField-level integration completed in Q2Technology and administrative integration are on track for 3Q25 completion Unlocking Value Through Portfolio Optimization Portfolio optimization program realized ~$70 million from non-core asset and leasehold divestituresJoint Development Partnership continues to produce >60% IRRs with 124 wells drilled under the JDA in the last 3 years The program highlights optionality in DEC’s portfolio to monetize Central Region acreage via non-op drilling or leasehold divestitures Oklahoma midstream transaction provides a no-fee whole-owned pipeline, compression efficiencies, emissions improvement and numerous production optimization projectsEast Texas portfolio optimization yields incremental cash flow via gathering and processing dedication fees, with potential to increase Black Bear facility throughput to current full capacity of 120 MMcf per dayRevenue of ~$6.6 million through June 2025 from Coal Mine Methane (CMM) associated environmental attribute credits Remain on track to grow environmental credit cash flow by 300% from YE 2024 levels Next LVL Energy and Regulatory Updates In the first half of 2025, the Company permanently retired 213 wells, including 170 Diversified wellsSince establishment of Next Level in 2022, Diversified has retired 1,112 wells Rusty Hutson, Jr., CEO of Diversified, commented: “Diversified continues to deliver consistent returns on our assets, along with the expansion of our asset portfolio, reinforcing our position as the U.S. PDP Champion. Our strong first-half performance reflects the resilience of our business model, the quality of our assets, and the dedication of our talented teams. With the successful integration of Maverick progressing on schedule, we are already realizing meaningful synergies and operational efficiencies that enhance our ability to optimize cash flow in our expanded portfolio and drive long-term value from our investments. The strategic partnership with The Carlyle Group marks a transformational milestone for Diversified. This $2 billion commitment underscores confidence in our platform and provides significant capital flexibility to capitalize on the ongoing consolidation of mature producing assets. It also strengthens our ability to scale responsibly, in a non-dilutive manner, while preserving our disciplined approach to capital allocation. We remain focused on unlocking value across our portfolio through asset optimization, which resulted in approximately $70 million of additional cash flow, high return projects with our targeted capital investments, and the continuation of portfolio optimization through Smarter Asset Management (SAM) programs. Our NextLVL team’s industry-leading pace of asset retirements and regulatory advancements in West Virginia highlights our commitment to collaborating across our organization and with key stakeholders to solidify our commitment to sustainable operations. As we look ahead, the mega trends of electrification, AI power demand, and US LNG Export growth only strengthen the fundamental outlook for our business. The acceleration of natural gas generation for data center demand in Appalachia creates a line of sight to meaningful in-basin demand, pointing to tighter basis spreads near our footprint in the coming years. While our expansive central region operations are well-positioned to support US Energy dominance in the Gulf Coast, including as a strategic supplier to LNG export terminals. Given Diversified's continued operational excellence, fundamental market tailwinds, and strategic actions to optimize our portfolio of assets, we remain confident in our ability to continue delivering consistent and resilient free cash flow, maintaining a strong balance sheet, and returning meaningful capital to shareholders. Diversified is well-positioned to thrive as a proven portfolio manager of energy assets in today’s evolving energy landscape, and we are proud to be the Right Company at the Right Time, delivering essential energy while creating long-term value for all stakeholders.” Operations and Finance Update Production The Company recorded exit rate production in June 2025 of 1,135 MMcfepd (189 Mboepd)(a) and delivered 2Q25 average net daily production of 1,149 MMcfepd (192 Mboepd). The Company's production volume mix was approximately 73% natural gas, 13% natural gas liquids ("NGL's"), and 14% oil, with approximately 64% of production volumes from the Central region and 36% from Appalachia for the second quarter. Net daily production for the quarter continued to benefit from Diversified’s peer-leading, shallow decline profile. Margin and Total Cash Expenses per Unit Diversified delivered 2Q25 per unit revenues of $4.88/Mcfe(d) ($29.28/Boe) and Adjusted EBITDA Margin(b) of 63% (65% unhedged). Notably, these per unit metrics reflect an increase in both revenues and expenses from the incorporation of greater liquids-related production of Maverick. The Company’s per unit expenses are anticipated to improve as the Company implements its playbook to achieve long-term, sustainable synergies and cost savings. For example, General and Administrative expenses compared to prior period levels, despite the higher per unit costs of Maverick, supporting our progress on cost savings and synergy capture.  1Q252Q25 1H251H24 $/Mcfe$/Boe$/Mcfe$/Boe $/Mcfe$/Boe$/Mcfe$/BoeAverage Realized Price$3.57 $21.42$4.05 $24.30 $3.84 $23.04$3.05 $18.30Other Revenue$0.19 $1.14$0.19 $1.14 $0.19 $1.14$0.18 $1.08Total Revenue + Divestitures(d)$3.78 $22.68$4.88 $29.28 $4.41 $26.46$3.30 $19.80          Lease Operating Expense$0.91 $5.49$1.21 $7.26 $1.08 $6.48$0.66 $3.96Production taxes$0.21 $1.26$0.23 $1.38 $0.22 $1.32$0.15 $0.90Midstream operating expense$0.23 $1.38$0.18 $1.08 $0.20 $1.20$0.26 $1.56Transportation expense$0.35 $2.10$0.36 $2.16 $0.35 $2.10$0.31 $1.86Total Operating Expense$1.70 $10.23$1.98 $11.88 $1.85 $11.10$1.38 $8.28Employees, Administrative Costs and Professional Fees(g)$0.30 $1.80$0.23 $1.38 $0.26 $1.56$0.30 $1.80Adjusted Operating Cost per Unit(e)$2.00 $12.03$2.21 $13.26 $2.11 $12.66$1.68 $10.08Adjusted EBITDA Margin(b)        47%          63%           56%          49%   Share Repurchase Program At the 2025 Annual General Meeting, the Company's share repurchase authority was approved for a maximum of 8,099,015 shares representing 10% of the Company's issued share capital (the "2025 Authorization"). The Company announced details regarding the parameters of a Share Buyback Program (the "Program") on 20 March 2025, pursuant to which the maximum number of shares repurchased shall not exceed 4,756,842 Shares under the Program. Following the 2025 Authorization, the Company announces that the maximum number of shares repurchased under the Program shall be increased to, and shall not exceed, 8,099,015 shares. Year to date, the company has repurchased 3,273,466 shares, representing approximately 4% of the shares outstanding. Combined Company 2025 Outlook The Company is reiterating its previously announced Full Year 2025 guidance. Following the recently completed acquisition of Maverick, Diversified expects to realize significant operational synergies associated with a larger, consolidated position in Oklahoma and the ability to improve the overall cost structure of the Maverick assets while continuing to prioritize returns and Free Cash Flow generation. The following outlook incorporates a nine-month contribution from the recently acquired Maverick assets.  2025 GuidanceTotal Production (Mmcfe/d)1,050 to 1,100% Liquids~25%% Natural Gas~75%Total Capital Expenditures (millions)$165 to $185Adj. EBITDA(1) (millions)$825 to $875Adj. Free Cash Flow(1) (millions)~$420Leverage Target2.0x to 2.5xCombined Company Synergies (millions)~$60 (1) Includes the value of anticipated cash proceeds for 2025 asset optimization.  Conference Call Details The Company will host a conference call today, Monday, August 11, 2025, at 1:00 PM GMT (8:00 AM EDT) to discuss the 1H25 Interim Results and will make an audio replay of the event available shortly thereafter. US (toll-free)+1 877-836-0271/+1201-689-7805UK (toll-free)+44 (0)800 756 3429Web Audiohttps://www.div.energy/news-events/ir-calendareventsReplay Informationhttps://ir.div.energy/financial-info   Footnotes: (a)Exit rate includes full month of June 2025 production.(b)Adjusted EBITDA represents earnings before interest, taxes, depletion, and amortization, and includes adjustments for items that are not comparable period-over-period; Adjusted EBITDA Margin represents Adjusted EBITDA as a percent of Total Revenue, Inclusive of Settled Hedges.(c)Adjusted Free Cash Flow represents net cash provided by operating activities less expenditures on natural gas and oil properties and equipment and cash paid for interest, and includes proceeds from divestitures; For more information, please refer to the Non-IFRS reconciliations as set out below.(d)Includes the impact of derivatives settled in cash and proceeds from divestitures; For purposes of comparability, excludes Other Revenue of $3 million in 1Q25, $3 million in 2Q25, $6 million in 1H25, and $8 million in 1H24, and Lease Operating Expense of $3 million in 1Q25, $4 million in 2Q25, $7 million in 1H25, and $9 million in 1H24 associated with Diversified’s wholly owned plugging subsidiary, Next LVL Energy.(e)Adjusted Operating Cost represent total lease operating costs plus recurring administrative costs. Total lease operating costs include base lease operating expense, owned gathering and compression (midstream) expense, third-party gathering and transportation expense, and production taxes. Recurring administrative expenses (Adjusted G&A) is a Non-IFRS financial measure defined as total administrative expenses excluding non-recurring acquisition & integration costs and non-cash equity compensation; For purposes of comparability, excludes certain amounts related to Diversified’s wholly owned plugging subsidiary, Next LVL Energy.(f)Includes the total value of dividends paid and declared, and share repurchases (including Employee Benefit Trust) year-to-date, through August 11, 2025.(g)As used herein, employees, administrative costs and professional services represent total administrative expenses excluding cost associated with acquisitions, other adjusting costs and non-cash expenses. We use employees, administrative costs and professional services because this measure excludes items that affect the comparability of results or that are not indicative of trends in the ongoing business.   For Company-specific items, refer also to the Glossary of Terms and/or Alternative Performance Measures found in the Company’s Annual Report and Form 20-F for the year ended December 31, 2024 filed with the United States Securities and Exchange Commission and available on the Company’s website. For further information, please contact: Diversified Energy Company PLC+1 973 856 2757Doug Krisdkris@dgoc.comSenior Vice President, Investor Relations & Corporate Communicationswww.div.energy  FTI Consultingdec@fticonsulting.comU.S. & UK Financial Public Relations    About Diversified Energy Company PLC Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our unique differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value. Forward-Looking Statements This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations, business and outlook of the Company and its wholly owned subsidiaries (the “Group”). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. These forward-looking statements, which contain the words “anticipate”, “believe”, “intend”, “estimate”, “expect”, “may”, “will”, “seek”, “continue”, “aim”, “target”, “projected”, “plan”, “goal”, “achieve”, “guidance” and words of similar meaning, reflect the Company’s beliefs and expectations and are based on numerous assumptions regarding the Company’s present and future business strategies and the environment the Company and the Group will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company or the Group to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company’s or the Group’s ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of regulators and other factors such as the Company’s or the Group’s ability to continue to obtain financing to meet its liquidity needs, the Company’s ability to successfully integrate acquisitions, including the acquired Maverick assets, changes in the political, social and regulatory framework, including inflation and changes resulting from actual or anticipated tariffs and trade policies, in which the Company or the Group operate or in economic or technological trends or conditions. The list above is not exhaustive and there are other factors that may cause the Company’s or the Group’s actual results to differ materially from the forward-looking statements contained in this announcement, Including the risk factors described in the “Risk Factors” section in the Company’s Annual Report and Form 20-F for the year ended December 31, 2024, filed with the United States Securities and Exchange Commission. Forward-looking statements speak only as of their date and neither the Company nor the Group nor any of its respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement, may not occur. As a result, you are cautioned not to place undue reliance on such forward-looking statements. Past performance of the Company cannot be relied on as a guide to future performance. No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that the financial performance of the Company for the current or future financial years would necessarily match or exceed the historical published for the Company. Use of Non-IFRS Measures Certain key operating metrics that are not defined under IFRS (alternative performance measures) are included in this announcement. These non-IFRS measures are used by us to monitor the underlying business performance of the Company from period to period and to facilitate comparison with our peers. Since not all companies calculate these or other non-IFRS metrics in the same way, the manner in which we have chosen to calculate the non-IFRS metrics presented herein may not be compatible with similarly defined terms used by other companies. The non-IFRS metrics should not be considered in isolation of, or viewed as substitutes for, the financial information prepared in accordance with IFRS. Certain of the key operating metrics are based on information derived from our regularly maintained records and accounting and operating systems. Adjusted EBITDA & Pro Forma TTM Adjusted EBITDA As used herein, EBITDA represents earnings before interest, taxes, depletion, depreciation and amortization. Adjusted EBITDA includes adjusting for items that are not comparable period-over-period, namely, finance costs, accretion of asset retirement obligation, other (income) expense, (gain) loss on fair value adjustments of unsettled financial instruments, (gain) loss on natural gas and oil property and equipment, (gain) loss on sale of equity interest, unrealized (gain) loss on investment, costs associated with acquisitions, other adjusting costs, loss on early retirement of debt, non-cash equity compensation, (gain) loss on interest rate swaps, and items of a similar nature. Pro forma TTM adjusted EBITDA extends adjusted EBITDA by adjusting for acquisitions or other significant changes that impacted EBITDA over the last twelve months. Adjusted EBITDA and pro form TTM adjusted EBITDA should not be considered in isolation or as a substitute for operating profit or loss, net income or loss, or cash flows provided by operating, investing and financing activities. However, we believe such measure is useful to an investor in evaluating our financial performance because it (1) is widely used by investors in the natural gas and oil industry as an indicator of underlying business performance; (2) helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the often-volatile revenue impact of changes in the fair value of derivative instruments prior to settlement; (3) is used in the calculation of a key metric in one of our Credit Facility financial covenants; and (4) is used by us as a performance measure in determining executive compensation. When evaluating this measure, we believe investors also commonly find it useful to evaluate this metric as a percentage of our total revenue, inclusive of settled hedges, producing what we refer to as our adjusted EBITDA margin. The following table presents a reconciliation of the IFRS Financial measure of Net Income (Loss) to Adjusted EBITDA for each of the periods listed:  Three Months Ended Six Months Ended(In thousands)March 31, 2025June 30, 2025 June 30, 2025June 30, 2024December 31, 2024Net income (loss)$(337,391)$303,465  $(33,926)$15,745 $(102,746)Finance costs 42,820  55,349   98,169  60,581  77,062 Accretion of asset retirement obligations 10,353  13,777   24,130  14,667  16,201 Other (income) expense(1) (644) 179   (465) (755) (502)Income tax (benefit) expense 66,790  (60,330)  6,460  (97,997) (38,954)Depreciation, depletion and amortization 70,807  93,398   164,205  119,220  137,264 (Gain) loss on fair value adjustments of unsettled financial instruments 235,070  (157,440)  77,630  80,117  108,913 (Gain) loss on natural gas and oil property and equipment(2) 236  5,316   5,552  249  15,059 (Gain) loss on sale of equity interest —  —   —  —  7,375 Unrealized (gain) loss on investment —  (6,355)  (6,355) (2,433) 6,446 Costs associated with acquisitions 2,885  25,081   27,966  3,724  7,849 Other adjusting costs(3) 5,963  4,856   10,819  10,451  11,924 Loss on early retirement of debt 39,485  —   39,485  10,649  4,104 Non-cash equity compensation 1,825  2,552   4,377  3,669  4,617 (Gain) loss on interest rate swap (35) (35)  (70) (100) (90)Total adjustments$475,555 $(23,652) $451,903 $202,042 $357,268 Adjusted EBITDA$138,164 $279,813  $417,977 $217,787 $254,522 Pro forma TTM adjusted EBITDA(4)$952,216 $964,028  $964,028 $584,261 $548,570  (1)Excludes $0.2 million, $0.4 million, $0.6 million, $0.5 million, and $0.6 million in dividend distributions received for our investment in DP Lion Equity Holdco during the three months ended March 31 and June 30, 2025, and the six months ended June 30, 2025, June 30, 2024, and December 31, 2024,respectively.  (2)Excludes $2 million, $68 million, $70 million, $7 million and $34 million in cash proceeds received for leasehold sales during the three months ended March 31 and June 30, 2025, and the six months ended June 30, 2025, June 30, 2024 and December 31, 2024, respectively, less $6 million, $6 million and $14 million for the three months ended June 30, 2025, and the six months ended June 30, 2025 and December 31, 2024, respectively.  (3)Other adjusting costs for the three months ended March 31 and June 30, 2025, and the six months ended June 30, 2025 were primarily associated with one-time personnel-related expenses and legal fees from certain litigation. Other adjusting costs for the six months ended June 30, 2024 were primarily associated with expenses associated with unused firm transportation agreements and legal and professional fees. Other adjusting costs for the six months ended December 31, 2024 were primarily associated with legal fees from certain litigation.  (4)Includes adjustments for the trailing twelve months ended March 31, 2025 for the Oaktree, Crescent Pass, and East Texas II acquisitions to pro forma results for a full twelve months of operations. Similar adjustments were made for the trailing twelve months ended June 30, 2025 for the Maverick, Summit, Crescent Pass, and East Texas II acquisitions as well as for the trailing twelve months ended June 30, 2024 for the Oaktree acquisition and for the trailing twelve months ended December 31, 2024 for the Oaktree, Crescent Pass, and East Texas II acquisitions.   Net Debt, Net Debt-to-Adjusted EBITDA & Net Debt-to-Pro Forma TTM Adjusted EBITDA As used herein, net debt represents total debt as recognized on the balance sheet less cash and restricted cash. Total debt includes our borrowings under the Credit Facility, borrowings under or issuances of, as applicable, our subsidiaries’ securitization facilities, and other borrowings. We believe net debt is a useful indicator of our leverage and capital structure. As used herein, net debt-to-adjusted EBITDA, net debt-to-pro forma TTM adjusted EBITDA, or “leverage” or “leverage ratio,” is measured as net debt divided by adjusted EBITDA or pro forma TTM adjusted EBITDA. We believe that this metric is a key measure of our financial liquidity and flexibility and is used in the calculation of a key metric in one of our Credit Facility financial covenants. The following table presents a reconciliation of the IFRS Financial measure of Total Non-Current Borrowings to the Non-IFRS measure of Net Debt and a calculation of Net Debt-to-Adjusted EBITDA and Net Debt-to-Pro Forma Adjusted EBITDA for each of the periods listed:  As of(In thousands)March 31, 2025June 30, 2025June 30, 2024December 31, 2024Total debt$2,701,190$2,676,910$1,654,560$1,693,242LESS: Cash and cash equivalents 32,641 23,743 3,483 5,990LESS: Restricted cash(1)(2) 106,011 103,158 54,976 46,269Net debt$2,562,538$2,550,009$1,596,101$1,640,983Pro forma TTM adjusted EBITDA(3)$952,216$964,028$584,261$548,570Net debt-to-pro forma TTM adjusted EBITDA(4)2.7x2.6x2.7x3.0x (1)Includes adjustments for deferred financing costs and original issue discounts, consistent with presentation on the Statement of Financial Position.  (2)The increase of restricted cash as of March 31 and June 30, 2025, is due to the addition of $19 million and $31 million in restricted cash for the ABS X Notes and ABS Maverick Notes, respectively, offset by $4 million for the retirement of the ABS I & II notes.  (3)Includes adjustments for the trailing twelve months ended March 31, 2025 for the Oaktree, Crescent Pass, and East Texas II acquisitions to pro forma results for a full twelve months of operations. Similar adjustments were made for the trailing twelve months ended June 30, 2025 for the Maverick, Summit, Crescent Pass, and East Texas II acquisitions as well as for the trailing twelve months ended June 30, 2024 for the Oaktree acquisition and for the trailing twelve months ended December 31, 2024 for the Oaktree, Crescent Pass, and East Texas II acquisitions.  (4)Does not include adjustments for working capital which are often customary in the market.   Free Cash Flow As used herein, free cash flow represents net cash provided by operating activities, less expenditures on natural gas and oil properties and equipment, and cash paid for interest. We believe that free cash flow is a useful indicator of our ability to generate cash that is available for activities beyond capital expenditures. The Directors believe that free cash flow provides investors with an important perspective on the cash available to service debt obligations, make strategic acquisitions and investments, and pay dividends. The following table presents a reconciliation of the IFRS Financial measure of Net Cash from Operating Activities to the Non-IFRS measure of Free Cash Flow for each of the periods listed:  Three Months Ended Six Months Ended(In thousands)March 31, 2025June 30, 2025 June 30, 2025June 30, 2024December 31, 2024Net cash provided by operating activities$131,539 $132,596  $264,135 $160,810 $184,853 LESS: Expenditures on natural gas and oil properties and equipment (28,031) (61,238)  (89,269) (20,848) (31,252)LESS: Cash paid for interest (41,574) (50,680)  (92,254) (47,632) (75,509)Free cash flow$61,934 $20,678  $82,612 $92,330 $78,092 ADD: Proceeds from divestitures 1,970  67,655   69,625  9,933  59,048 Adjusted free cash flow$63,904 $88,333  $152,237 $102,263 $229,470 Free cash flow yield(1)  31%     (1) Annualized second quarter 2025 free cash flow of $88 million and Market Cap of $1.1 billion as of August 8, 2025. Total Revenue, Inclusive of Settled Hedges and Adjusted EBITDA Margin As used herein, total revenue, inclusive of settled hedges, accounts for the impact of derivatives settled in cash. We believe that total revenue, inclusive of settled hedges, is useful because it enables investors to discern our realized revenue after adjusting for the settlement of derivative contracts. As used herein, adjusted EBITDA margin is measured as adjusted EBITDA, as a percentage of total revenue, inclusive of settled hedges. Adjusted EBITDA margin encompasses the direct operating costs and the portion of general and administrative costs required to produce each Mcfe. This metric includes operating expense, employee costs, administrative costs and professional services, and recurring allowance for credit losses, which cover both fixed and variable cost components. We believe that adjusted EBITDA margin is a useful measure of our profitability and efficiency, as well as our earnings quality, because it evaluates the Group on a more comparable basis period-over-period, especially given our frequent involvement in transactions that are not comparable between periods. The following table presents a reconciliation of the IFRS Financial measure of Total Revenue to the Non-IFRS measure of Total Revenue, Inclusive of Settled Hedges and a calculation of Adjusted EBITDA Margin for each of the periods listed:  Three Months Ended Six Months Ended(In thousands)March 31, 2025June 30, 2025 June 30, 2025June 30, 2024December 31, 2024Total revenue$346,903 $431,162  $778,065 $368,674 $426,167 Net gain (loss) on commodity derivative instruments(1) (52,271) 14,617   (37,654) 77,749  73,540 Total revenue, inclusive of settled hedges 294,632  445,779   740,411  446,423  499,707 Adjusted EBITDA$138,164 $279,813  $417,977 $217,787 $254,522 Adjusted EBITDA margin 47 % 63 %  56 % 49 % 51 % (1) Net gain (loss) on commodity derivative settlements represents cash paid or received on commodity derivative contracts. This excludes settlements on foreign currency and interest rate derivatives, as well as the gain (loss) on fair value adjustments for unsettled financial instruments for each of the periods presented.

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 - ForexTV

Leading National Presence — Launched fully-driverless commercial operations in Shanghai; the ONLY Company commercially operating fully-driverless Robotaxi services across all four tier-one cities in China.Strong Revenues Momentum — Total revenues up 76% year-over-year, with Robotaxi fare-charging revenues surging by over 300%. NEW YORK, Aug. 12, 2025 (GLOBE NEWSWIRE) -- Pony AI Inc. (“Pony.ai” or the “Company”) (Nasdaq: PONY), a global leader in achieving large-scale commercialization of autonomous mobility, today announced its unaudited financial results for the second quarter ended June 30, 2025. Dr. James Peng, Chairman and Chief Executive Officer of Pony.ai, commented, “This quarter marked a significant milestone in our journey toward large-scale production and deployment, further solidifying our leadership in the Robotaxi industry. Since mass production started two months ago, over 2001 Gen-7 Robotaxi vehicles have rolled off the production line, putting us firmly on track to hit the year-end 1,000-vehicle target. Our robust Robotaxi revenues more than doubled, with fare-charging revenues surging by over 300% year-over-year. The path toward positive unit economics is also clear, as we made substantial improvements in key cost items such as remote assistance and vehicle insurance. These achievements are underpinned by our rapid scaling and operational breakthroughs in all four tier-one cities in China, coupled with expanded presence in Dubai, South Korea and Luxembourg. As we enter the second half of this pivotal year of mass production, we are driving strongly toward positive unit economics and accelerating our multi-year growth trajectory.” Dr. Tiancheng Lou, Chief Technology Officer of Pony.ai, commented, “Our leading position in the Robotaxi industry is built on two key pillars, fully-driverless and scale, both of which we have already achieved. With extensive real-world testing and operations across diverse conditions, we have demonstrated our commitment to rigorous engineering practices, the reliability of the autonomous driving stack and the strong generalization capabilities powered by our proprietary PonyWorld. With mass production underway, we are not just on track to reach 1,000 vehicles but building the foundation for sustained future growth.” Dr. Leo Wang, Chief Financial Officer of Pony.ai, commented, “We delivered strong results in the second quarter, with total revenues growing 76% year-over-year, reflecting the effectiveness of our go-to-market execution. Our robust Robotaxi fare-charging revenues growth once again underscores our progress in building a scalable and recurring monetization model and enhancing long-term business visibility. As Gen-7 mass production gains momentum and we maintain disciplined investment, we are well positioned to accelerate the large-scale commercialization.” Kicking off Robotaxi Scaling-up, a Strong Validation of our Scalable Fully-Driverless Advantage 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 initiated operations in all four tier-one cities, collectively accumulating over 2 million kilometers of on-road autonomous driving mileage. This showcases the safety and stability of our entire autonomous driving stack in complex real-world scenarios. 3) We have made significant progress in cost efficiency, driven by an improving remote assistant-to-vehicle ratio and lower vehicle insurance. We are confident of achieving a 1:30 ratio by the end of 2025, enabling one remote assistant to monitor 30 vehicles.Two key pillars for technological advancement: fully-driverless and scale. 1) By achieving fully-driverless operations on a large scale, we have already established ourselves as one of the leading Robotaxi companies worldwide. 2) Among all participants in the World Artificial Intelligence Conference (“WAIC”) 2025 in Shanghai, we were the only provider offering fully-driverless and on-demand ride-hailing services to the public. In addition, we were the only one to remain fully-operational during extreme weather conditions, including typhoons and heavy rainstorms. Accelerating Commercial Deployment with Extending Service and User Coverage Accelerating commercial deployment and expanding ecosystem at scale. 1) Growing user adoption, increasing fleet of deployed Robotaxi vehicles and optimizing operational strategy collectively propelled our fare-charging revenues growth, establishing a sustainable monetization model. 2) We entered into a strategic partnership with Shenzhen Xihu Corporation Limited (“Xihu Group”), Shenzhen’s largest taxi operator, to jointly deploy a fleet of over 1,000 Gen-7 Robotaxis in Shenzhen over the coming years.Scaling up service availability to a wider user group. 1) Registered users on our platform surged by 136% year-over-year in the second quarter. 2) We secured testing permits for Gen-7 Robotaxis in all four tier-one cities, laying out a solid foundation for public-facing commercial deployment. 3) In July, we started fully-driverless commercial Robotaxi services to the public in Shanghai’s Pudong New Area, the heart of Shanghai’s financial district and luxury retails. 4) We extended Robotaxi services from 15 hours per day to full 24/7 coverage in certain areas of Guangzhou and Shenzhen to better fulfill rising user demand. Expanding Global Presence by Entering New Markets and Deepening Our Existing Footprint Strategic collaboration with local partners. We have reached a strategic collaboration with Dubai’s Roads and Transport Authority (“RTA”) to integrate our autonomous driving technology into the city’s future transportation ecosystem. The collaboration will deploy our autonomous driving technology through a multi-phase roll-out, starting with supervised Robotaxi trials in late 2025.Advancing operations to cover diverse environments. We have advanced our presence in South Korea by securing nationwide permits, enabling Robotaxi operations across the country. In Gangnam district, Seoul, we are navigating complex urban traffic and challenging conditions, including winter snowfall. In the second quarter, we further launched nighttime and early-morning operations.Ongoing positive regulatory and testing progress. Following the testing permit granted earlier this year in Luxembourg, we launched road testing in the city of Lenningen in the second quarter in partnership with Emile Weber, Luxembourg’s leading mobility and fleet service provider. 1 As of August 11, 2025, 213 Gen-7 Robotaxi vehicles had been produced. Unaudited Second Quarter 2025 Financial Results (in USD thousands) Three Months Ended Six Months Ended  June 30, 2024 June 30, 2025 June 30, 2024 June 30, 2025         Revenues:        Robotaxi services 592 1,526 1,168 3,256Robotruck services 10,568 9,520 18,035 17,300Licensing and applications 1,039 10,409 5,517 14,878Total revenues 12,199 21,455 24,720 35,434          Total revenues were US$21.5 million (RMB153.7 million) in the second quarter of 2025, representing an increase of 75.9% from US$12.2 million in the second quarter of 2024. The increase was mainly driven by robust growth in both Robotaxi services and Licensing and Applications revenues.Robotaxi services revenues were US$1.5 million (RMB10.9 million) in the second quarter of 2025, representing an increase of 157.8% from US$0.6 million in the second quarter of 2024. Revenues from both fare-charging and project-based engineering solution services demonstrated rapid growth, with fare-charging revenues surging by over 300% year-over-year. The strong growth was primarily driven by expanding user adoption, growing demand in tier-one cities and an increased fleet of deployed Robotaxi vehicles. We also continued to optimize our pricing and operation strategies across diverse user bases, leading to improved user engagement and service efficiency.Robotruck services revenues were US$9.5 million (RMB68.2 million) in the second quarter of 2025, representing a decrease of 9.9% from US$10.6 million in the second quarter of 2024. The decrease primarily reflected our proactive operation optimization to focus on high-margin revenues.Licensing and applications revenues were US$10.4 million (RMB74.6 million) in the second quarter of 2025, representing a significant increase of 901.8% from US$1.0 million in the second quarter of 2024. The growth was mainly driven by increased orders and deliveries of autonomous domain controller (“ADC”) products, supported by rising demand from both new and existing clients in the robot-delivery segment. Cost of Revenues Total cost of revenues was US$18.0 million (RMB128.9 million) in the second quarter of 2025, representing an increase of 47.0% from US$12.2 million in the second quarter of 2024. Gross Profit (Loss) and Gross Margin Gross profit was US$3.5 million (RMB24.8 million) in the second quarter of 2025, compared to gross loss of US$41 thousand in the second quarter of 2024.Gross margin was 16.1% in the second quarter of 2025, compared to negative 0.3% in the second quarter of 2024. The significant gross margin improvement was mainly driven by our focused strategy on prioritizing high-margin revenues sources within Robotaxi and Robotruck services to reduce gross margin variability. We also made solid progress in optimizing Robotaxi unit economics, particularly key cost items such as remote assistance and vehicle insurance. Operating Expenses Operating expenses were US$64.7 million (RMB463.7 million) in the second quarter of 2025, representing an increase of 75.1% from US$37.0 million in the second quarter of 2024. The increase in share-based compensation expenses reflected the normalization of expense recognition following our IPO in November 2024, as vesting is no longer contingent on IPO completion. Non-GAAP2 operating expenses were US$57.5 million (RMB412.1 million) in the second quarter of 2025, representing an increase of 58.5% from US$36.3 million in the second quarter of 2024. The increase in operating expenses was primarily driven by increased investments in mass production, alongside employee expenses aimed at strengthening R&D capacity for Gen-7 Robotaxi vehicles. Research and development expenses were US$49.0 million (RMB351.2 million) in the second quarter of 2025, representing an increase of 69.0% from US$29.0 million in the second quarter of 2024. Non-GAAP research and development expenses were US$44.1 million (RMB315.6 million), representing an increase of 53.3% from US$28.7 million in the second quarter of 2024. The increase was mainly due to i) investments in mass production for the Gen-7 vehicles and ii) increased employee compensation and benefits to strengthen technological capabilities.Selling, general and administrative expenses were US$15.7 million (RMB112.5 million) in the second quarter of 2025, representing an increase of 97.3% from US$8.0 million in the second quarter of 2024. Non-GAAP selling, general and administrative expenses were US$13.5 million (RMB96.5 million), representing an increase of 78.2% from US$7.6 million in the second quarter of 2024. The increase was primarily due to i) increased personnel expenses in preparation for large-scale commercial deployment and ii) increased professional service fees. Loss from Operations Loss from operations was US$61.3 million (RMB438.9 million) in the second quarter of 2025, compared to US$37.0 million in the second quarter of 2024. Non-GAAP loss from operations was US$54.1 million (RMB387.3 million), compared to US$36.3 million in the second quarter of 2024. Net Loss Net loss was US$53.3 million (RMB381.6 million) in the second quarter of 2025, compared to US$30.9 million in the second quarter of 2024. Non-GAAP net loss was US$46.1 million (RMB329.9 million) in the second quarter of 2025, compared to US$30.3 million in the second quarter of 2024. Basic and Diluted Net Loss per Ordinary Share Basic and diluted net loss per ordinary share was both US$0.14 (RMB1.00) in the second quarter of 2025, compared to US$0.92 in the second quarter of 2024. Non-GAAP basic and diluted net loss per ordinary share was both US$0.13 (RMB0.93) in the second quarter of 2025, compared to US$0.91 in the second quarter of 2024. Each American depositary shares (“ADS”) represents one Class A ordinary share. Balance Sheet and Cash Flow Cash and cash equivalents, short-term investments, restricted cash and long-term debt instruments for wealth management were US$747.7 million (RMB5,356.1 million) as of June 30, 2025. In the second quarter of 2025, financing activities provided cash of US$33.1 million, showing an increase compared to the second quarter of 2024. This was mainly due to employee share sales following the expiration of the lock-up period, resulting in funds collected on behalf of employees for future distribution. 2 Non-GAAP financial measures exclude share-based compensation expenses and changes in fair value of warrants liability, and such adjustment has no impact on income tax. For further details, see the “Unaudited Reconciliation of U.S. GAAP and Non-GAAP Results” set forth at the end of this earnings release. Conference Call Pony.ai will hold a conference call at 8:00 AM U.S. Eastern Time on Tuesday, August 12, 2025 (8:00 PM Beijing/Hong Kong Time on the same day) to discuss financial results and answer questions from investors and analysts. For participants who wish to join the call, please complete online registration using the link provided below prior to the scheduled call start time. Upon registration, participants will receive a confirmation email containing dial-in numbers, passcode, and a unique access PIN. Participant Online Registration: https://dpregister.com/sreg/10201767/ffa814a510 A replay of the conference call will be accessible through August 19, 2025, by dialing the following numbers: United States:1-877-344-7529International:1-412-317-0088Replay Access Code:3152089   Additionally, a live and archived webcast of the conference call will be available on the Company’s investor relations website at https://ir.pony.ai. Exchange Rate This press release contains translations of certain RMB amounts into U.S. dollars (“USD”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from RMB to USD were made at the rate of RMB7.1636 to US$1.00, the noon buying rate in effect on June 30, 2025, in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred could be converted into USD or RMB, as the case may be, at any particular rate or at all. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this earnings release. Non-GAAP Financial Measures The Company uses non-GAAP financial measures, such as non-GAAP research and development expenses, non-GAAP selling, general and administrative expenses, non-GAAP operating expenses, non-GAAP loss from operations, non-GAAP net loss, non-GAAP net loss attributable to Pony AI Inc., non-GAAP basic and diluted net loss per ordinary share, and non-GAAP free cash flows, in evaluating its operating results and for financial and operational decision-making purposes. By excluding the impact of share-based compensation expenses and changes in fair value of warrants liability, the Company believes that the non-GAAP financial measures help identify underlying trends in its business and enhance the overall understanding of the Company’s past performance and future prospects. The Company also believes that the non-GAAP financial measures allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making. The non-GAAP financial measures are not presented in accordance with U.S. GAAP and may be different from non-GAAP methods of accounting and reporting used by other companies. The non-GAAP financial measures have limitations as analytical tools and when assessing the Company’s operating performance, investors should not consider them in isolation, or as a substitute for financial information prepared in accordance with U.S. GAAP. The Company encourages investors and others to review its financial information in its entirety and not rely on a single financial measure. The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating the Company’s performance. For more information on the non-GAAP financial measures, please see the table captioned “Unaudited Reconciliation of U.S. GAAP and Non-GAAP Results” set forth at the end of this earnings release. About Pony AI Inc. Pony AI Inc. is a global leader in achieving large-scale commercialization of autonomous mobility. Leveraging its vehicle-agnostic Virtual Driver technology, a full-stack autonomous driving technology that seamlessly integrates Pony.ai’s proprietary software, hardware, and services, Pony.ai is developing a commercially viable and sustainable business model that enables the mass production and deployment of vehicles across transportation use cases. Founded in 2016, Pony.ai has expanded its presence across China, Europe, East Asia, the Middle East and other regions, ensuring widespread accessibility to its advanced technology. For more information, please visit: https://ir.pony.ai. Safe Harbor Statement This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about Pony.ai’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in Pony.ai’s filings with the SEC. All information provided in this press release is as of the date of this press release, and Pony.ai does not undertake any obligation to update any forward-looking statement, except as required under applicable law. For investor and media inquiries, please contact: Pony.ai Investor Relations Email: ir@pony.ai Christensen Advisory Email: pony@christensencomms.com  Pony AI Inc. Unaudited Condensed Consolidated Balance Sheets (All amounts in USD thousands)   As of As ofDecember 31, 2024 June 30, 2025     Assets    Current assets:    Cash and cash equivalents 535,976 318,533Restricted cash, current 21 20Short-term investments 209,035 289,493Accounts receivable, net 28,555 27,084Amounts due from related parties, current 8,322 7,443Prepaid expenses and other current assets 52,713 59,228Total current assets 834,622 701,801Non-current assets:    Restricted cash, non-current 175 188Property, equipment and software, net 17,241 29,443Operating lease right-of-use assets 13,342 16,338Long-term investments 130,799 214,142Prepayment for long-term investments 52,823 25,000Other non-current assets 1,819 4,134Total non-current assets 216,199 289,245Total assets 1,050,821 991,046Liabilities and Shareholders’ Equity    Current liabilities:    Accounts payable and other current liabilities 66,548 107,804Operating lease liabilities, current 3,438 4,825Amounts due to related parties, current 900 744Total current liabilities 70,886 113,373Operating lease liabilities, non-current 9,835 11,928Other non-current liabilities 1,389 1,480Total liabilities 82,110 126,781Total Pony AI Inc. shareholders’ equity 951,122 853,363Non-controlling interests 17,589 10,902Total shareholders’ equity 968,711 864,265Total liabilities and shareholders’ equity 1,050,821 991,046      Pony AI Inc. Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (All amounts in USD thousands, except for share and per share data)   Three Months Ended Six Months Ended  June 30, 2024 June 30, 2025 June 30, 2024 June 30, 2025         Revenues 12,199  21,455  24,720  35,434 Cost of revenues (12,240) (17,992) (22,134) (29,655)Gross (loss) profit (41) 3,463  2,586  5,779 Operating expenses:        Research and development expenses (29,011) (49,030) (58,725) (96,516)Selling, general and administrative expenses (7,956) (15,701) (15,579) (26,574)Total operating expenses (36,967) (64,731) (74,304) (123,090)Loss from operations (37,008) (61,268) (71,718) (117,311)Investment income 5,173  6,513  11,350  28,687 Changes in fair value of warrants liability -  -  5,617  - Other income (expenses), net 891  1,493  2,978  (2,015)Loss before income tax (30,944) (53,262) (51,773) (90,639)Income tax expenses (2) (1) (2) (1)Net loss (30,946) (53,263) (51,775) (90,640)Net (loss) income attributable to non-controlling interests (227) (165) (458) 5,446 Net loss attributable to Pony AI Inc. (30,719) (53,098) (51,317) (96,086)Foreign currency translation adjustments (741) 10  (1,046) 114 Unrealized gain (loss) on available-for-sale investments 5,185  (47) 5,236  (13,771)Total other comprehensive income (loss) 4,444  (37) 4,190  (13,657)Total comprehensive loss (26,502) (53,300) (47,585) (104,297)Less: Comprehensive loss attributable to non-controlling interests (268) (134) (529) (252)Total comprehensive loss attributable to Pony AI Inc. (26,234) (53,166) (47,056) (104,045)Weighted average number of ordinary shares outstanding used in computing net loss per ordinary share, basic and diluted 91,777,215  366,831,015  91,557,008   359,375,886 Net loss per ordinary share, basic and diluted (0.92) (0.14) (1.14) (0.27)              Pony AI Inc. Unaudited Condensed Consolidated Statements of Cash Flows (All amounts in USD thousands)   Three Months Ended Six Months Ended  June 30, 2024 June 30, 2025 June 30, 2024 June 30, 2025         Net cash used in operating activities (18,046) (25,411) (59,122) (79,570)Net cash used in investing activities (83,013) (67,145) (28,669) (160,416)Net cash (used in)/provided by financing activities (357) 33,086  (710) 23,600 Effect of exchange rate changes on cash, cash equivalents and restricted cash2,268  (1,167) (2,704) (1,045)Net change in cash, cash equivalents and restricted cash (99,148) (60,637) (91,205) (217,431)Cash, cash equivalents and restricted cash at beginning of period 434,148  379,378  426,205  536,172 Cash, cash equivalents and restricted cash at end of period 335,000  318,741  335,000  318,741           Pony AI Inc. Unaudited Reconciliation of U.S. GAAP and Non-GAAP Results (All amounts in USD thousands, except for share and per share data)   Three Months Ended Six Months Ended  June 30, 2024 June 30, 2025 June 30, 2024 June 30, 2025         Research and development expenses (29,011) (49,030) (58,725) (96,516)Share-based compensation expenses 273  4,970  605  11,874 Non-GAAP research and development expenses (28,738) (44,060) (58,120) (84,642)         Selling, general and administrative expenses (7,956) (15,701) (15,579) (26,574)Share-based compensation expenses 398  2,235  855  4,343 Non-GAAP selling, general and administrative expenses (7,558) (13,466) (14,724) (22,231)         Operating expenses (36,967) (64,731) (74,304) (123,090)Share-based compensation expenses 671  7,205  1,460  16,217 Non-GAAP operating expenses (36,296) (57,526) (72,844) (106,873)         Loss from operations (37,008) (61,268) (71,718) (117,311)Share-based compensation expenses 671  7,205  1,460  16,217 Non-GAAP loss from operations3 (36,337) (54,063) (70,258) (101,094)         Net loss (30,946) (53,263) (51,775) (90,640)Share-based compensation expenses 671  7,205  1,460  16,217 Changes in fair value of warrants liability -  -  (5,617) - Non-GAAP net loss (30,275) (46,058) (55,932) (74,423)         Net loss attributable to Pony AI Inc. (30,719) (53,098) (51,317) (96,086)Share-based compensation expenses 671  7,205  1,460  16,217 Changes in fair value of warrants liability -  -  (5,617) - Non-GAAP net loss attributable to Pony AI Inc. (30,048) (45,893) (55,474) (79,869)         Weighted average number of ordinary shares outstanding used in computing net loss per ordinary share, basic and diluted 91,777,215  366,831,015  91,557,008  359,375,886 Non-GAAP net loss per ordinary share, basic and diluted (0.91) (0.13) (1.19) (0.22)              3 Such adjustments have no impact on income tax for the three-month and six-month periods ended June 30, 2024 and 2025 due to i) the conditions on tax deduction for share-based compensation have not been met, and valuation allowance was provided for all deferred tax assets; and ii) warrants are issued by the Group’s Cayman entity, and its applicable income tax rate is nil.  Pony AI Inc. Unaudited Reconciliation of U.S. GAAP and Non-GAAP Results (All amounts in USD thousands, except for share and per share data)   Three Months Ended Six Months Ended  June 30, 2024 June 30, 2025 June 30, 2024 June 30, 2025         Net cash used in operating activities (18,046) (25,411) (59,122) (79,570)Capital expenditures (1,736) (9,576) (1,906) (14,464)Free cash flows4(Non-GAAP) (19,782) (34,987) (61,028) (94,034)              4 Free Cash Flows are a non-GAAP measure, commonly defined as cash flows from operating activities as presented in the statement of cash flows, less capital expenditures. However, in the context of the Company, operating cash flows are a cash out (i.e., a cash outflow). Free Cash Flows represent the total of operating cash outflows plus capital expenditures. This metric reflects the Company's important cash outflows, as it combines the funds required to maintain operations and invest in growth.