Category: Economy

MIL-OSI: Quorum Announces Q1 2025 Results Release Date, Conference Call and Webcast Details
Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, May 14, 2025 (GLOBE NEWSWIRE) — Quorum Information Technologies Inc. (TSX-V: QIS) (“Quorum”), a North American SaaS Software and Services company providing essential enterprise solutions that automotive dealerships and Original Equipment Manufacturers (“OEMs”) rely on for their operations, intends to release its Q1 2025 Results after markets close on Wednesday, May 28, 2025.

Maury Marks, President and Chief Executive Officer and Marilyn Bown, Chief Financial Officer will present the Q1 2025 Results at a conference call with concurrent audio webcast, scheduled for:

An updated Investor Presentation, replay of the results conference call, and transcripts of the conference call, will also be available at www.QuorumInformationSystems.com.

About Quorum Information Technologies Inc.

Quorum is a North American SaaS Software and Services company providing essential enterprise solutions that automotive dealerships and Original Equipment Manufacturers (“OEMs”) rely on for their operations, including:
- Quorum’s Dealership Management System (DMS), which automates, integrates, and streamlines key processes across departments in a dealership, and emphasizes revenue generation and customer satisfaction.
- DealerMine CRM, a sales and service Customer Relationship Management (“CRM”) system and set of Business Development Centre services that drives revenue into the critical sales and service departments in a dealership.
- Autovance, a modern retailing platform that helps dealerships attract more business through Digital Retailing, improve in-store profits and closing rates through its desking tool and maximize their efficiency and CSI through Autovance’s F&I menu solution.
- Accessible Accessories, a digital retailing platform that allows franchised dealerships to efficiently increase their vehicle accessories revenue.
- VINN Automotive, a premier automotive marketplace that streamlines the vehicle research and purchase process for vehicle shoppers while helping retailers sell more efficiently.
Contacts:

Maury Marks
President and Chief Executive Officer
403-777-0036
Maury.Marks@QuorumInfoTech.com

Marilyn Bown
Chief Financial Officer
403-777-0036
Marilyn.Bown@QuorumInfoTech.com

Forward-Looking Information

This press release may contain certain forward-looking statements and forward-looking information (“forward-looking information”) within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “expect”, “may”, “will”, “project”, “should” or similar words suggesting future outcomes. Quorum believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon.

Forward-looking information is not a guarantee of future performance and involves a number of risks and uncertainties some of which are described herein. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause Quorum’s actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking information.

Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed this release and neither accepts responsibility for the adequacy or accuracy of this release.

PDF available: http://ml.globenewswire.com/Resource/Download/b7f813fa-c74c-4591-b7a0-4c0d3d83a020

The MIL Network –
May 15, 2025
MIL-OSI: Stardust Power Announces Q1 2025 Financial Results
Source: GlobeNewswire (MIL-OSI)

GREENWICH, Conn., May 14, 2025 (GLOBE NEWSWIRE) — Stardust Power Inc. (“Stardust Power” or the “Company”) (Nasdaq: SDST), an American developer of battery-grade lithium products, today announced its results for the first quarter ended March 31, 2025.

First Quarter 2025 Business Updates and Subsequent Events

Operational highlights for the first quarter of 2025 include:
- Confirmed with Oklahoma regulators the Muskogee facility will not require an industrial wastewater permit thanks to its closed-loop water system that eliminates discharge and reduces local water use.
- Executed a key service agreement with Oklahoma Gas and Electric to develop a dedicated substation at the Muskogee refinery site, securing up to 40MW of scalable power and enabling critical pre-construction activities ahead of Final Investment Decision.
- Appointed Carlos Urquiaga as Senior Advisor to advise on capital-raising efforts; with over $40 billion in transaction experience across top institutions, he brings deep expertise in metals and mining finance to support our path toward Final Investment Decision.
Roshan Pujari, Founder and CEO of Stardust Power, commented on the Company’s Q1 performance, “Despite ongoing macroeconomic volatility and global market uncertainty, Q1 was a quarter of focused execution for Stardust Power. We continue to advance steadily toward Final Investment Decision, supported by strategic progress across permitting, engineering, and financing. With lithium’s long-term outlook growing stronger, we remain committed to seizing this generational opportunity and building a scalable, U.S.-based refining platform aligned with national critical mineral and supply chain priorities.”

First Quarter Financial Highlights

As of March 31, 2025, we had cash and cash equivalents of approximately $1.6 million. As of March 31, 2025, we had zero long term debt. Other financial highlights include:
- Net Loss of $3.8 million for the first quarter of 2025, compared to $1.4 million for the prior year quarter ended March 31, 2024.
- Loss per share was $(0.07) for the first quarter of 2025, compared to $(0.04) for the prior year quarter, the increase being driven primarily by higher general and administrative costs due to personnel related costs and finance charges for short term loans.
- Net cash used in operating activities totaled $2.9 million for the first quarter of 2025, compared to $0.9 million for the prior year quarter, the increase driven by continued investment in operations, hiring of key talent and certain expenses related to the close of the Business Combination.
- Net cash used in investing activities was $1.0 million for the first quarter of 2025, compared to $3 thousand for the prior year quarter, driven by our initial capital investments made in the anticipated building of the refinery.
- Net cash provided by financing activities was $4.5 million for the first quarter of 2025, compared to $54 thousand for the prior year quarter. The increase was driven primarily by $8.0 million in cash received from public offering and warrant inducements, net of offering cost, offset partially by $3.7 million repayment of short-term loans.
Conference Call Details

Stardust Power will host a conference call to discuss the results today, May 14, 2025, at 5:30pm EST. Participants may access the call by clicking the participant call link and ask questions:
https://register-conf.media-server.com/register/BI0aeb48ba9a8d4f1b93ee2ec5a2bf0886

Upon registering at the link you will receive the dial-in info and a unique PIN to join the call as well as an email confirmation with the details. You can also access the call via live audio webcast using the website link to listen in:
https://edge.media-server.com/mmc/p/98ca9vd3

The earnings call will be available on the Company website following the event.

About Stardust Power

Stardust Power is a developer of battery-grade lithium products designed to bolster America’s energy leadership by building resilient supply chains. Stardust Power is developing a strategically central lithium processing facility in Muskogee, Oklahoma with the anticipated capacity of producing up to 50,000 metric tons per annum of battery-grade lithium. The Company is committed to sustainability at each point in the process. Stardust Power trades on the Nasdaq under the ticker symbol “SDST.”

For more information, visit www.stardust-power.com

Cautionary Statement Regarding Forward-Looking Statements

This press release and any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. Forward-looking statements are any statements other than statements of historical fact, and include, but are not limited to, statements regarding the expectations of plans, business strategies, objectives and growth and anticipated financial and operational performance. These forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events. Forward-looking statements are often identified by words such as “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,“ ”plan,“ ”potential,“ ”priorities,“ ”project,“ ”pursue,“ ”seek,“ ”should,“ ”target,“ ”when,“ ”will,“ ”would,” or the negative of any of those words or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. In making these statements, we rely upon assumptions and analysis based on our experience and perception of historical trends, current conditions, and expected future developments, as well as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any future events or financial results. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond our control.

These forward-looking statements are subject to a number of risks and uncertainties, including the ability of Stardust Power to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of Stardust Power to grow and manage growth profitably, maintain key relationships and retain its management and key employees; risks related to the price of Stardust Power’s securities, including volatility resulting from recent sales of securities, issuance of debt, and exercise of warrants, changes in the competitive and highly regulated industries in which Stardust Power plans to operate, variations in performance across competitors, changes in laws and regulations affecting Stardust Power’s business and changes in the combined capital structure; the regulatory environment and our ability to obtain necessary permits and other governmental approvals for our operation; Stardust Power’s need for substantial additional financing to execute our business plan and our ability to access capital and the financial markets; worldwide growth in the adoption and use of lithium products; the Company’s ability to enter into and realize the anticipated benefits of offtake and license and other commercial agreements; risks related to the ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities; the substantial doubt regarding the Company’s ability to continue as a going concern and the need to raise capital in the near term in order to maintain the Company’s operations; the Company’s continued listing on the Nasdaq; and those factors described or referenced in filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 27, 2025. The foregoing list of factors is not exhaustive. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of this press release. We anticipate that subsequent events and developments will cause our assessments to change.

We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors that affect the subject of these statements, except where we are expressly required to do so by law. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

Stardust Power Contacts

For Investors:

Johanna Gonzalez
investor.relations@stardust-power.com

For Media:

Michael Thompson

media@stardust-power.com

The MIL Network –
May 15, 2025

MIL-OSI: MATTR Announces First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

TORONTO, May 14, 2025 (GLOBE NEWSWIRE) — Mattr Corp. (“Mattr” or the “Company”) (TSX: MATR) reported today its operational and financial results for the three months ended March 31, 2025. This press release should be read in conjunction with the Company’s Management Discussion and Analysis (“MD&A”) and interim consolidated financial statements for the three months ended March 31, 2025, which are available on the Company’s website and at www.sedarplus.com.

Highlights include¹:

On January 2, 2025, the Company completed its acquisition of AmerCable® Incorporated (“AmerCable”), a U.S. manufacturer of highly engineered wire and cable solutions for the net purchase price of US$283 million, equivalent to approximately CAD $407 million based on the USD-CAD exchange rate as of December 31, 2024 which includes the contractual purchase price, initial working capital adjustments, and US$19.3 million of cash in the business. This transaction is still subject to final net working capital adjustments. AmerCable is now reported under the Company’s Connection Technologies segment;
On a consolidated basis (including Continuing Operations and Discontinued Operations), Mattr reported revenue of $343 million, net income of $53 million, Adjusted EBITDA² of $54 million, diluted Earnings Per Share (“EPS”) of 0.84 and diluted Adjusted EPS² of $0.34. Results are inclusive of Modernization, Expansion and Optimization (“MEO”)² costs of $2.7 million incurred during the quarter;
During the first quarter of 2025, Mattr’s Continuing Operations (including AmerCable) delivered revenue of $320 million, operating income of $18 million and Adjusted EBITDA of $47 million, an 80% increase compared to the first quarter of 2024;
The Connection Technologies segment’s first quarter revenue increased by 106% to $187 million compared to $91 million in the prior year’s quarter. Operating income increased by 24% to $18 million compared to $15 million in the prior year’s quarter and Adjusted EBITDA from the segment was $30 million, a 73% increase compared to the first quarter of 2024;
The Composite Technologies segment’s first quarter revenue increased by 11% to $133 million compared to $119 million in the prior year’s quarter. Operating income increased by 219% to $13 million compared to $4 million in the prior year’s quarter and Adjusted EBITDA from the segment was $21 million, a 40% increase compared to the first quarter of 2024;
During the first quarter of 2025, Discontinued Operations generated revenue of $23 million, operating income of $7 million and Adjusted EBITDA of $7 million; and
During the first quarter of 2025, the Company committed $11.6 million to new capital expenditures while outlaying approximately $24.1 million in cash, including previously accrued amounts, to support long-term growth in its Composite Technologies and Connection Technologies segments. The Company also repurchased approximately 1.0 million of its common shares for a total repurchase price of $11 million under its normal course issuer bid (“NCIB”). Subsequent to the quarter and as of April 30, 2025, the Company has repurchased 313,800 shares for an aggregate repurchase price of approximately $3.0 million.

_{^{______________________________}}^{1. The Company’s consolidated financial statements for the three months ended March 31, 2025, report Continuing Operations as the Company’s Composite Technologies and Connection Technologies reporting segments and Financial and Corporate. Discontinued Operations include Company’s Thermotite business, its final remaining pipe coating business. Total consolidated figures include figures from both Continuing Operations and Discontinued Operations}
^{2. Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted EPS are non-GAAP measures. MEO costs is a supplementary financial measure. Non-GAAP measures and supplementary financial measures do not have standardized meanings prescribed by GAAP and are not necessarily comparable to similar measures provided by other companies. See “Section 5.0 – Reconciliation of Non-GAAP Measures” for further details and a reconciliation of these non-GAAP measures.}

“The first quarter of 2025 saw Mattr leverage its unique product portfolio to deliver strong business performance despite geopolitically driven uncertainty across many end markets,” said Mike Reeves, Mattr’s President & CEO. “With customer adoption of recently released technologies accelerating, robust performance from AmerCable in its first quarter as a Mattr brand, and newly established manufacturing facilities operating at improved levels of efficiency, Q1 saw meaningful year-over-year expansion of both revenue and Adjusted EBITDA generation within both operating segments.”

“Mattr benefitted modestly during the first quarter from acceleration of purchasing decisions by some customers ahead of early April US tariff announcements. While Mattr’s own USMCA compliant products were not directly impacted by these announcements, the uncertain outlook for global trade and macro-economic conditions has undoubtedly impacted customer confidence across much of the critical infrastructure landscape. Consequently, the Company currently expects demand for its products during the second quarter of 2025, and likely beyond, will be unfavorably impacted. While the full year business impact remains unclear, we currently anticipate the second quarter of 2025 will see Mattr’s revenue and Adjusted EBITDA move lower sequentially.”

Mr. Reeves continued, “While the Company cannot control the business environment within which it operates, in recent history the talented teams across our organization have proven nimble, resilient and cost-conscious in the face of challenging conditions. As demonstrated by our first quarter performance, Mattr’s technology driven products, differentiated positioning in key markets, strong customer value proposition and rebalanced, modernized manufacturing footprint create the opportunity for market outperformance, regardless of prevailing conditions.”

Mr. Reeves concluded, “Our hard-earned balance sheet strength enables Mattr to navigate market uncertainties with confidence, remaining committed to technology development, to enhancing cost and operational efficiency across the organization, to extracting commercial synergies from our newly expanded wire and cable portfolio and to creating long-term value for our shareholders, including via additional accretive acquisitions and the continued repurchase of shares under our NCIB.”

Selected Financial Highlights

		Three Months Ended
		March 31,
		2025		2024
	_{(in thousands of Canadian dollars, except per share amounts and percentages)}	$	%	$		%
	Revenue	320,120		210,039
	Gross Profit	83,618	26%	59,768		28%
	Operating Income from Continuing Operations ^(a)	18,441	6%	4,029		2%
	Net Income (Loss) from Continuing Operations	48,069		(2,145	)
	Net Income (Loss) from Discontinued Operations	4,657		(3,494	)
	Net Income (Loss) for the period	52,726		(5,639	)
	Earnings per share:
	Basic	0.84		(0.09	)
	Diluted	0.84		(0.09	)
	Adjusted EBITDA from Continuing Operations ^(b)	46,554	15%	25,827		12%
	Adjusted EBITDA from Discontinued Operations ^(b)	7,477	32%	4,242		29%
	Total Consolidated Adjusted EBITDA from Operations ^(b)	54,031	16%	30,069		13%
	Total Consolidated Adjusted EPS from Operations ^(b)
	Basic	0.34		0.16
	Diluted	0.34		0.16
^(a)	^{Operating income for the three months ended March 31, 2025, includes no restructuring costs and other net, while operating loss for the three months ended March 31, 2024, includes $3.2 million restructuring costs and other net.}
^(b)	^{Adjusted EBITDA, adjusted EBITDA margins and Adjusted EPS are non-GAAP measures. Non-GAAP measures do not have standardized meanings under GAAP and are not necessarily comparable to similar measures provided by other companies. See “Section 5.0 – Reconciliation of Non-GAAP Measures” for further details and a reconciliation of these non-GAAP measures.}

1.0 FIRST QUARTER HIGHLIGHTS

On January 2, 2025, the Company, through its subsidiary, successfully completed the acquisition of AmerCable, a U.S.-based manufacturer of highly engineered wire and cable solutions, from Nexans USA Inc. AmerCable has been incorporated into Mattr’s Connection Technologies segment, which is now the largest segment in its portfolio. The Company paid US$283 million, equivalent to approximately CAD $407 million based on the USD-CAD exchange rate as of December 31, 2024 which includes the contractual purchase price, initial working capital adjustments, and US$19.3 million of cash in the business. The final working capital adjustment is anticipated to be completed during the second half of the year.

During the first quarter of 2025, the Company delivered $320.1 million in revenue from Continuing Operations, a $110.1 million or a 52.4% increase from the same quarter of 2024. The Company’s operating income from Continuing Operations in the first quarter of 2025 was $18.4 million, an increase of $14.4 million, or 357.7%, compared to the first quarter of 2024. Adjusted EBITDA from Continuing Operations was $46.6 million during the first quarter of 2025, an increase of $20.7 million, or 80.3%, compared to the first quarter of 2024. These favorable movements as compared to the prior year period were driven by the addition of AmerCable and strong performance across most business lines, despite the economic uncertainties arising from tariff announcements.

The first quarter of 2025 results include $9.5 million in costs associated with the acquisition of AmerCable including the impact of $4.2 million of costs related to the non-cash inventory fair value adjustment, which was part of AmerCable purchase price allocation accounting. The Company’s financial results in the first quarter of 2025 also include the impact of $2.7 million in MEO costs related to the Company’s ongoing MEO strategy and is similar to the $2.7 million of MEO costs recorded in the first quarter of 2024. Additionally, the Company recorded a recovery of $2.2 million in share-based incentive compensation against operating income from Continuing Operations during the first quarter of 2025 driven by the change in the Company’s share price. Comparatively, operating income from Continuing Operations in the prior year’s first quarter included an expense of $7.6 million in share-based incentive compensation.

As at March 31, 2025, the Company had cash and cash equivalents totaling $52.7 million, a decrease from $502.5 million as at December 31, 2024 which included restricted cash. The decrease in cash compared to the year-end 2024 was largely attributable to closing and funding the AmerCable acquisition during the quarter.

Selected Segment Financial Highlights

		Three Months Ended
		March 31,
		2025			2024
	_{(in thousands of Canadian dollars)}	$		%	$		%
	Revenue
	Connection Technologies	187,346			90,757
	Composite Technologies	132,774			119,282
	Revenue from Continuing Operations	320,120			210,039
	Revenue from Discontinued Operations	23,301			14,422
	Operating Income (Loss)
	Connection Technologies	18,041		10%	14,543		16%
	Composite Technologies	12,807		10%	4,017		3%
	Financial and Corporate	(12,407	)		(14,531	)
	Operating Income from Continuing Operations	18,441			4,029
	Operating Income from Discontinued Operations	7,493			3,696
	Adjusted EBITDA ^(a)
	Connection Technologies	30,461		16%	17,617		19%
	Composite Technologies	21,038		16%	15,008		13%
	Financial and Corporate	(4,945	)		(6,798	)
	Adjusted EBITDA from Continuing Operations ^(a)	46,554		15%	25,827		12%
	Adjusted EBITDA from Discontinued Operations ^(a)	7,477		32%	4,242		29%
^a)	^{Adjusted EBITDA is non-GAAP measures. Non-GAAP measures do not have standardized meanings under GAAP and are not necessarily comparable to similar measures provided by other companies. See “Section 5.0 – Reconciliation of Non-GAAP Measures” for further details and a reconciliation of these non-GAAP measures.}

The Connection Technologies segment now includes the Company’s Shawflex, AmerCable and DSG-Canusa business lines, and delivered revenue of $187.3 million in the first quarter of 2025, a new first quarter record and an increase of $96.6 million when compared to the first quarter of 2024. Its operating income in the first quarter of 2025 was $18.0 million compared to $14.5 million in the first quarter of 2024. The segment delivered Adjusted EBITDA of $30.5 million during the first quarter of 2025, a $12.8 million increase versus the prior year quarter. This was the first quarter the Company’s business included AmerCable’s financial results, which significantly contributed to the increased financial performance in the Connection Technologies segment as compared to the first quarter of 2024. The AmerCable business line contributed strong performance across its end markets in the first quarter of 2025, particularly the mining sector. The Connection Technologies segment results include a $4.2 million impact from non-cash inventory fair value adjustment as part of AmerCable purchase price allocation accounting, which is added back for Adjusted EBITDA purposes. The segment successfully completed all expected first-quarter AmerCable business onboarding activities.

Consolidated revenue generation in the segment’s wire and cable businesses (Shawflex and AmerCable) was strongly favorable compared to the prior year, driven primarily by increases in the mining, energy and industrial sectors, partially offset by weaker sales into infrastructure applications, driven by customer project timing.

DSG-Canusa revenue increased marginally compared to the prior year period, primarily driven by higher sales into automotive end markets in North America as the Company gained market share despite a backdrop of reduced global automotive production during the quarter.

Year-over-year increases in segment operating income and Adjusted EBITDA were primarily driven by the addition of AmerCable, partially offset by $2.7 million of non-capitalizable MEO costs associated with the bifurcation and relocation of its North American footprint. This compares to $0.4 million of MEO cost recognized in the prior year period.

The Composite Technologies segment contains the Company’s Flexpipe® and Xerxes® business lines and delivered revenue of $132.8 million in the first quarter of 2025, an increase of $13.5 million, or 11.3%, compared to the first quarter of 2024. Operating income for the segment in the first quarter of 2025 was $12.8 million, an $8.8 million increase from the $4.0 million reported in the first quarter of 2024.

North American Flexpipe revenue increased compared to the same period in the prior year, despite significantly reduced North American completion activity, as the Company continued to secure new customers and further penetrate the large diameter product market. The business also benefitted from some customers accelerating purchases ahead of potential tariff announcements. International revenue was lower year-over-year, primarily due to the timing of orders and deliveries, with the prior-year period benefiting from a significant shipment to the Middle East.

Within Xerxes, first-quarter revenue exceeded the prior-year period, primarily driven by increased sales of Fiberglass Reinforced Plastic (FRP) tanks for retail fuel applications and Hydrochain products for storm water management applications.

Adjusted EBITDA for the Composite Technologies segment in the first quarter of 2025 was $21.0 million, an increase of $6.0 million from the $15.0 million reported in the first quarter of 2024. This increase was primarily driven by higher gross profit resulting from increased revenue. This was partially offset by a slight decline in gross margin, reflecting a change in product mix and increased freight expenses associated with pre-emptive relocation of inventory into the U.S. to mitigate potential tariff impacts. The segment did not incur any non-capitalizable MEO costs in the first quarter of 2025, as the new production facilities for Flexpipe and Xerxes were fully set up and operational, compared to $2.3 million of MEO costs incurred during the first quarter of 2024 for the setup of these production sites.

Discontinued Operations generated revenue of $23.3 million and $7.5 million of Adjusted EBITDA during the first quarter of 2025 compared to $14.4 million in revenue and $4.2 million of Adjusted EBITDA during the first quarter of 2024.

2.0 OUTLOOK

The Company acknowledges that extreme uncertainty exists regarding the magnitude and duration of tariffs impacting the movement of goods between the US and other countries, and the business and economic consequences arising from such tariffs. The Company currently manufactures products in the US and/or Canada that are sold cross-border in all of its business units and imports raw materials and component parts for the production of its products. The Company also sources raw materials from other countries that are currently subject to or may in the future become subject to tariffs by the United States government. The Company continues to diversify its supply chain and has secured sources based in several different countries for a majority of its raw material needs. The Company remains vigilant and prepared to take additional mitigation actions as needed, including raising the selling prices of its products where necessary and permitted under its contractual arrangements. The related economic uncertainty may also cause customers to pause or cancel investment decisions, which could impact overall near-term demand for the Company’s products in certain end markets. The outlook below includes the Company’s current visibility of the potential impact of tariffs. Despite near and medium term geopolitical and macroeconomic challenges, the Company remains positive on the long-term outlook and macro drivers for its products.

The Company has largely completed its disposition of non-core assets and the modernization, expansion and optimization of its North American production network, with the remaining sale of its Brazilian pipe coating business expected to close around mid 2025 and the relocation of its Shawflex manufacturing site expected to be completed at the end of the second quarter of 2025. MEO costs are expected to be $5 to $7 million in the second quarter and will mark the completion of the MEO expense recognition program by the Company. Consequently, over the course of 2025, Mattr is expected to return to more normalized operations, with a primary focus on delivering value from its restructured operational footprint while also ensuring full integration and optimization of AmerCable following its acquisition.

The Company currently anticipates revenue and Adjusted EBITDA from Continuing Operations in the second quarter of the year to fall below the first quarter of 2025, including the recognition of MEO costs during the second quarter within its Connection Technologies segment. The Company observed some accelerated customer purchasing activity during the first quarter – primarily in its Flexpipe business – as a result of tariff uncertainty, and amid this uncertainty, the Company currently anticipates some customer purchasing decisions in the second quarter and beyond may be delayed or reduced.
The Company currently anticipates sales from its Xerxes fuel and water products in the second quarter of 2025 will rise modestly compared to the first quarter as conditions become more favorable for underground installation activity. Production efficiency from the business’s recently established South Carolina site is expected to evolve favorably over the remainder of 2025.
The Company currently anticipates sales of its Flexpipe products in the second quarter of 2025 will be lower than the first quarter, as modestly higher international shipments and continued North American market share gains are likely offset by further reductions in North American completion activity, driven by tariff uncertainty and lower oil prices. Production efficiency from the business’s recently established Texas site is expected to evolve favorably over the remainder of 2025.
The Company currently anticipates sales of its DSG-Canusa products in the second quarter of 2025 will be similar to the first quarter, as lower activity from its automotive customers is expected to be offset by new customer capture and new product introduction. The production efficiency from the business’s recently established Ohio site is expected to evolve favorably over the remaining course of 2025.
The Company currently anticipates sales of Shawflex and AmerCable wire and cable products in the second quarter of 2025 will decline compared to the first quarter, driven primarily by lower deliveries into specific industrial, mining and energy applications, partially offset by higher deliveries into infrastructure applications. The timing of specific deliveries within the AmerCable business drove a particularly strong result during the first quarter, which is still expected to be the strongest quarter of 2025 for this business. Copper price volatility has also increased since the start of the year and is being closely monitored to ensure the impacts arising from any rapid movements are minimized.
The Company has successfully leveraged Shawflex resources to secure early confirmation of US and Canadian customer appetite to utilize AmerCable’s medium voltage products in specific industrial applications and continues to anticipate initial, modest benefits from these expected industrial sector commercial synergies will commence in the second half of 2025. Key AmerCable related factors impacting Connection Technology segment results to date, and going forward, include:
- The Company incurred approximately $1 million of non-routine onboarding expenses related to the acquisition of AmerCable in the first quarter, and expects additional expenses of up to $4 million over the remainder of 2025. These costs are added back for the calculation of Adjusted EBITDA.
- The revaluation of AmerCable’s inventory to fair value as part of the purchase price allocation accounting is expected to temporarily lower gross margins in the first half of the year as the inventory is sold. These costs are added back for the calculation of Adjusted EBITDA.
- The recognition of intangible assets, including goodwill, customer relationships and trade names as part of the AmerCable purchase price allocation accounting and the corresponding amortization of these assets will impact reported earnings. However, these are non-cash expenses and do not impact the Company’s underlying operational performance or cash flow.

While the Company expects to maintain its “all of the above” approach to capital allocation, with the acquisition of AmerCable and the majority of its large organic MEO projects completed, the Company’s capital deployment in 2025 is expected to focus more heavily on debt repayment and activity under its NCIB. The Company currently anticipates total full year capital expenditures will be $60-$70 million, with approximately $15 million of such amount allocated to maintenance capital, and the remaining amounts allocated to growth projects, including completion of the remaining MEO projects. Given the elevated geopolitical uncertainty, the Company continues to evaluate market conditions and remains prepared to adjust its capital program and spend as needed.
The Company has moved above its normal net-debt-to-Adjusted EBITDA ratio target of 2.0 times, including leases, as a result of its acquisition of AmerCable. Through prioritization of debt repayment, the Company currently expects to move back below its normal target ratio within 12 to 18 months of the acquisition date.

3.0 CONFERENCE CALL AND ADDITIONAL INFORMATION

Mattr will be hosting a Shareholder and Analyst Conference Call and Webcast on Thursday, May 15th, 2025 at 9:00 AM ET, which will discuss the Company’s First Quarter 2025 Financial Results. To participate via telephone, please register at https://register-conf.media-server.com/register/BI28b49f607d3649d1b1fc5343ae8247b0 and a telephone number and pin will be provided.

Alternatively, please go to the following website address to participate via webcast: https://edge.media-server.com/mmc/p/gd2jsma9. The webcast recording will be available within 24 hours of the live presentation and will be accessible for 90 days.

About Mattr

Mattr is a growth-oriented, global materials technology company broadly serving critical infrastructure markets, including transportation, communication, water management, energy and electrification. The Company operates through a network of fixed manufacturing facilities. Its two business segments, Composite Technologies and Connection Technologies, enable responsible renewal and enhancement of critical infrastructure.

For further information, please contact:

Meghan MacEachern
VP, Investor Relations & External Communications
Tel: 437-341-1848
Email: meghan.maceachern@mattr.com
Website: www.mattr.com

Source: Mattr Corp.
Mattr.ER

4.0 FORWARD-LOOKING INFORMATION

This news release includes certain statements that reflect management’s expectations and objectives for the Company’s future performance, opportunities and growth, which statements constitute “forward-looking information” and “forward-looking statements” (collectively “forward-looking information”) under applicable securities laws. Such statements, other than statements of historical fact, are predictive in nature or depend on future events or conditions. Forward-looking information involves estimates, assumptions, judgements and uncertainties. These statements may be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “anticipate”, “expect”, “believe”, “predict”, “estimate”, “continue”, “intend”, “plan” and variations of these words or other similar expressions.

Specifically, this news release includes forward-looking in-formation in the Outlook Section and elsewhere in respect of, among other things: the ability of the Company to deliver higher returns to all shareholders; the Company’s ability to deliver customer and shareholder value expansion; the expected timing for the closing of the sale of Thermotite; the gross sale proceeds of the sale of Thermotite; the anticipated timing for the final working capital adjustment for the AmerCable acquisition; the expected timing of the relocation of the Shawflex manufacturing site; the expected amount of MEO costs to be incurred in the second quarter of 2025; the expected completion of the MEO expense recognition program; the return to more normalized operations in the remainder of 2025; the decline in consolidated revenue and Adjusted EBITDA in the second quarter of 2025; the anticipated customer purchasing decisions in the second quarter of 2025 and beyond; the impact of tariffs implemented by the U.S. administration, including on the demand for the Company’s products in the second quarter of 2025 and beyond; increased sales from Xerxes fuel and water products in the second quarter of 2025; sales of Flexpipe products in the second quarter of 2025; the volume of sales of Shawflex, AmerCable and DSG-Canusa products in the second quarter of 2025; the impact of new DSG-Canusa product introduction; the impact of lower activity of automotive customers; the level of efficiency in the Company’s recently established production facilities, including the Xerxes South Carolina facility, the Flexpipe Texas facility, and the DSG-Canusa Ohio facility; the Company’s approach to capital allocation and expected capital deployment, including debt repayment and activity under the Company’s normal course issuer bid (“NCIB”).

Forward-looking information involves known and unknown risks and uncertainties that could cause actual results to differ materially from those predicted by the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information as a number of factors could cause actual events, results and prospects to differ materially from those expressed in or implied by the forward-looking information. Significant risks facing the Company include but are not limited to the risks and uncertainties described in the Company’s Management’s Discussion and Analysis under “Risks and Uncertainties” and in the Company’s Annual Information Form (“AIF”) under “Risk Factors”.

These statements of forward-looking information are based on assumptions, estimates and analysis made by management in light of its experience and perception of trends, current conditions and expected developments as well as other factors believed to be reasonable and relevant in the circumstances. These assumptions include those in respect of: the scale and duration of North American trade tariffs; expectations for demand for the Company’s products; sales trends for the Company’s products; North American onshore oilfield customer spending; the Company’s ability to increase efficiency in its newly established manufacturing facilities; the effectiveness of modernization, expansion and optimization efforts; the Company’s cash flow generation and growth outlook; activity levels across the Company’s business segments; the Company’s ability to manage supply chain disruptions and other business impacts caused by, among other things, current or future geopolitical events, conflicts, or disruptions, such as the conflict in Ukraine and related sanctions on Russia; the impact of the Russia and Ukraine conflict on the Company’s demand for products and the strength of its and its customers supply chains; the current Israel-Palestine conflict; the impact of changing interest rates and levels of inflation; regular, seasonal impacts on the Company’s businesses, including in the fiberglass reinforced plastic (“FRP”) tanks business and composite pipe business; expectations regarding the Company’s ability to attract new customers and develop and maintain relationships with existing customers; the continued availability of funding required to meet the Company’s anticipated operating and capital expenditure requirements over time; consistent competitive intensity in the business in which the Company operates; no significant or unexpected legal or regulatory developments, other shifts in economic conditions, or macro changes in the competitive environment affecting the Company’s business activities; key interest rates remaining relatively stable through the remainder of 2025; the accuracy of the forecast data from the Company’s North American convenience store customers; the accuracy of market indicators in determining industry health for AmerCable’s products, such as commodity prices, housing starts, and GDP; the impact of federal stimulus packages in the Connection Technologies reporting segment; heightened demand for electric and hybrid vehicles and for electronic content within those vehicles particularly in the Asia Pacific, Europe and Africa regions; heightened infrastructure spending in Canada, including in respect of commercial and municipal water projects, nuclear plant refurbishment and upgraded communication and transportation networks, communication networks and nuclear refurbishments; sustained health of oil and gas producers; the continued global need to renew and expand critical infrastructure, including energy generation and distribution, electrification, transportation network enhancement and storm management; the Company’s ability to execute projects under contract; the Company’s continuing ability to provide new and enhanced product offerings to its customers; that the Company will identify and successfully execute on opportunities for acquisitions or investments; the higher level of investment in working capital by the Company; the easing of supply chain shortages and the continued supply of and stable pricing or the ability to pass on higher prices to the Company’s customers for commodities used by the Company; the availability of personnel resources sufficient for the Company to operate its businesses; the maintenance of operations by the Company in major oil and gas producing regions; the adequacy of the Company’s existing accruals in respect of environmental compliance and in respect of litigation and tax matters and other claims generally; the impact of adoption of artificial intelligence and other machine learning on competition in the industries which the Company operates; the Company’s ability to meet its financial objectives; the ability of the Company to satisfy all covenants under its Credit Facility (as defined herein) and other debt obligations and having sufficient liquidity to fund its obligations and planned initiatives; and the availability, commercial viability and scalability of the Company’s greenhouse gas emission reduction strategies and related technology and products, and the anticipated costs and impacts on the Company’s operations and financial results of adopting these technologies or strategies. The Company believes that the expectations reflected in the forward-looking information are based on reasonable assumptions in light of currently available information. However, should one or more risks materialize, or should any assumptions prove incorrect, then actual results could vary materially from those expressed or implied in the forward-looking information included in this news release and the Company can give no assurance that such expectations will be achieved.

When considering the forward-looking information in making decisions with respect to the Company, readers should carefully consider the foregoing factors and other uncertainties and potential events. The Company does not assume the obligation to revise or update forward-looking information after the date of this news release or to revise it to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

To the extent any forward-looking information in this news release constitutes future oriented financial information or financial outlooks, within the meaning of securities laws, such information is being provided to demonstrate the potential of the Company and readers are cautioned that this information may not be appropriate for any other purpose. Future oriented financial information and financial outlooks, as with forward-looking information generally, are based on the assumptions and subject to the risks noted above.

5.0 RECONCILIATION OF NON-GAAP MEASURES

The Company reports on certain non-GAAP and other financial measures that are used to evaluate its performance and segments, as well as to determine compliance with debt covenants and to manage its capital structure. These non-GAAP and other financial measures do not have standardized meanings under IFRS and are not necessarily comparable to similar measures provided by other companies. The Company discloses these measures because it believes that they provide further information and assist readers in understanding the results of the Company’s operations and financial position. These measures should not be considered in isolation or used in substitution for other measures of performance prepared in accordance with GAAP. The following is a reconciliation of the non-GAAP measures reported by the Company.

EBITDA and Adjusted EBITDA

EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization. Adjusted EBITDA is also a non-GAAP measure defined as EBITDA adjusted for items which do not impact day to day operations. Adjusted EBITDA is calculated by adding back to EBITDA the sum of impairments, costs associated with refinancing of long-term debt and credit facilities, gain on sale of land and other, gain on sale of investment in associates, gain on sale of operating unit, acquisition costs, restructuring costs, share-based incentive compensation cost, foreign exchange (gain) loss and other, net, hyperinflationary adjustments and the impact of transactions that are outside the Company’s normal course of business or day to day operations. The Company believes that EBITDA and Adjusted EBITDA are useful supplemental measures that provide a meaningful indication of the Company’s results from principal business activities prior to the consideration of how these activities are financed or the tax impacts in various jurisdictions and for comparing its operating performance with the performance of other companies that have different financing, capital or tax structures. The Company presents Adjusted EBITDA as a measure of EBITDA that excludes the effect of transactions that fall outside the Company’s ordinary course of business or routine operations. Adjusted EBITDA is used by many analysts as one of several important analytical tools to evaluate financial performance and is a key metric in business valuations. It is also considered important by lenders to the Company and is included in the financial covenants of the Credit Facility.

		Three Months Ended
			March 31,			March 31,
	_{(in thousands of Canadian dollars)}		2025			2024

	Net Income (Loss) from Continuing Operations	$	48,069		$	(2,145	)

	Add:
	Income tax expense		(38,858	)		3,948
	Finance costs, net		9,230			2,226
	Amortization of property, plant and equipment, intangible assets and ROU assets		16,883			8,568
	EBITDA from Continuing Operations		35,324			12,597

	Share-based incentive compensation (recovery) cost		(2,192	)		7,632
	Foreign exchange loss		3,907			2,397
	Restructuring costs and other, net		—			3,201
	Cost associated with acquisition ^(a)		5,320			—
	Non-cash impact from inventory fair value adjustment ^(b)		4,195			—
	Adjusted EBITDA from Continuing Operations	$	46,554		$	25,827
^a)	^{Costs associated with the acquisition of AmerCable Incorporated.}
^b)	^{Cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition.}

Connection Technologies Segment

		Three Months Ended
			March 31,			March 31,
	_{(in thousands of Canadian dollars)}		2025			2024

	Operating Income	$	18,041		$	14,543

	Add:
	Amortization of property, plant and equipment, intangible assets and ROU assets		7,619			1,722
	EBITDA		25,660			16,265

	Share-based incentive compensation (recovery) cost		(368	)		1,319
	Restructuring costs and other, net		—			33
	Cost associated with acquisition ^(a)		974			—
	Non-cash impact from inventory fair value adjustment ^(b)		4,195			—
	Adjusted EBITDA	$	30,461		$	17,617
^a)	^{Costs associated with the acquisition of AmerCable Incorporated.}
^b)	^{Cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition.}

Composite Technologies Segment

		Three Months Ended
			March 31,			March 31,
	_{(in thousands of Canadian dollars)}		2025			2024

	Operating Income	$	12,807		$	4,017

	Add:
	Amortization of property, plant and equipment, intangible assets and ROU assets		8,667			6,371
	EBITDA		21,474			10,388

	Share-based incentive compensation (recovery) cost		(436	)		1,452
	Restructuring costs and other, net		—			3,168
	Adjusted EBITDA	$	21,038		$	15,008

Financial and Corporate

		Three Months Ended
			March 31,			March 31,
	_{(in thousands of Canadian dollars)}		2025			2024

	Operating Loss	$	(12,407	)	$	(14,531	)

	Add:
	Cost associated with repayment and modification of long-term debt		—			—
	Amortization of property, plant and equipment, intangible assets and ROU assets		597			475
	EBITDA		(11,810	)		(14,056	)

	Share-based incentive compensation (recovery) cost		(1,388	)		4,861
	Foreign exchange loss		3,907			2,397
	Cost associated with acquisition ^(a)		4,346			—
	Adjusted EBITDA	$	(4,945	)	$	(6,798	)
^a)	^{Costs associated with the acquisition of AmerCable Incorporated.}

Discontinued Operations

		Three Months Ended
			March 31,			March 31,
	_{(in thousands of Canadian dollars)}		2025			2024

	Net Income (Loss) from Discontinued Operations	$	4,657		$	(3,494	)

	Add:
	Income tax (recovery) expense		2,998			1,869
	Finance costs, net recovery		(162	)		(84	)
	Amortization of property, plant and equipment, intangible assets and ROU assets		—			428
	EBITDA from Discontinued Operations		7,493			(1,281	)

	Foreign exchange (gain) loss		(16	)		118
	Loss on sale of operating unit and subsidiary		—			5,405
	Adjusted EBITDA from Discontinued Operations	$	7,477		$	4,242

Total Consolidated Mattr (Continuing and Discontinued Operations)

		Three Months Ended
			March 31,			March 31,
	_{(in thousands of Canadian dollars)}		2025			2024

	Net Income (Loss)	$	52,726		$	(5,639	)

	Add:
	Income tax expense		(35,860	)		5,817
	Finance costs, net		9,068			2,142
	Amortization of property, plant and equipment, intangible assets and ROU assets		16,883			8,996
	EBITDA		42,817			11,316

	Share-based incentive compensation (recovery) cost		(2,192	)		7,632
	Foreign exchange loss		3,891			2,515
	Loss on sale of operating unit and subsidiary		—			5,405
	Restructuring costs and other, net		—			3,201
	Cost associated with acquisition ^(a)		5,320			—
	Non-cash impact from inventory fair value adjustment ^(b)		4,195			—
	Adjusted EBITDA	$	54,031		$	30,069
^a)	^{Costs associated with the acquisition of AmerCable Incorporated.}
^b)	^{Cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition.}

Adjusted EBITDA Margin

Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue and is a non-GAAP measure. The Company believes that Adjusted EBITDA margin is a useful supplemental measure that provides meaningful assessment of the business results of the Company and its Operating Segments from principal business activities excluding the impact of transactions that are outside of the Company’s normal course of business.

See reconciliation above for the changes in composition of Adjusted EBITDA, as a result of which the table below reflects restated figures for the prior year quarter to align with the updated composition.

Operating margin is defined as operating (loss) income divided by revenue and is a non-GAAP measure. The Company believes that operating margin is a useful supplemental measure that provides meaningful assessment of the business performance of the Company and its Operating Segments. The Company uses this measure as a key indicator of financial performance, operating efficiency and cost control based on volume of business generated.

Adjusted Net Income (attributable to shareholders)

Adjusted Net Income (attributable to shareholders) is a non-GAAP measure defined as Net Income (attributable to shareholders) adjusted for items which do not impact day to day operations. Adjusted Net Income (attributable to shareholders) is calculated by adding back to Net Income (attributable to shareholders) the after tax impact of the sum of impairments, costs associated with refinancing of long-term debt and credit facilities, gain on sale of land and other, gain on sale of investment in associates, gain on sale of operating unit, acquisition costs, restructuring costs, share-based incentive compensation cost, foreign exchange (gain) loss and other, net and hyperinflationary adjustments. The Company believes that Adjusted Net Income (attributable to shareholders) is a useful supplemental measure that provides a meaningful indication of the Company’s results from principal business activities for comparing its operating performance with the performance of other companies that have different financing, capital or tax structures.

Adjusted Earnings Per Share (“Adjusted EPS”)

Adjusted EPS (basic) is a non-GAAP measure defined as Adjusted Net Income (attributable to shareholders) divided by the number of common shares outstanding. Adjusted EPS (diluted) is a non-GAAP measure defined as Adjusted Net Income (attributable to shareholders) divided by the number of common shares outstanding, further adjusted for potential dilutive impacts of outstanding securities which are convertible to common shares. The Company presents Adjusted EPS as a measure of Earning Per Share that excludes the impact of transactions that are outside the Company’s normal course of business or day to day operations. Adjusted EPS indicates the amount of Adjusted Net Income the Company makes for each share of its stock and is used by many analysts as one of several important analytical tools to evaluate financial performance and is a key metric in business valuations.

Total Consolidated Mattr Adjusted EPS (Continuing and Discontinued Operations)

Three Months Ended

March 31,

_{(in thousands of Canadian dollars except for per share amounts)}

2025

2024

Earnings Per Share

Basic

Diluted

Basic

Diluted

Total Consolidated Mattr Net Income (Loss)^(a)

52,726

0.84

(5,842

)

(0.09

)

(0.09

)

Adjustments (before tax):

Share-based incentive compensation (recovery) cost

(2,192

)

7,632

Foreign exchange loss

3,891

2,515

Loss on sale of operating unit and subsidiary

—

5,405

Restructuring costs and other, net

—

3,201

Cost associated with acquisition ^(b)

5,320

—

Non-cash impact from inventory fair value adjustment ^(c)

4,195

—

Tax effect of above adjustments

(1,499

)

(2,066

)

Tax impact of the AmerCable acquisition

(40,819

)

—

Total Consolidated Mattr Adjusted Net Income (non-GAAP) ^(a)

21,622

0.34

10,845

0.16

^(a)

^{Attributable to Shareholders of the Company.}

^(b)

^{One-time costs associated with the acquisition of AmerCable Incorporated.}

^(c)

^{One-time cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition.}

Total Net debt-to-Adjusted EBITDA

Total Net debt-to-Adjusted EBITDA is a non-GAAP measure defined as the sum of long-term debt, current lease liabilities and long-term lease liabilities, less cash and cash equivalents (including restricted cash), divided by the Consolidated (Continuing and Discontinued Operations) Adjusted EBITDA, as defined above, for the trailing twelve-month period. The Company believes Total Net debt-to-Adjusted EBITDA is a useful supplementary measure to assess the borrowing capacity of the Company. Total Net debt-to-Adjusted EBITDA is used by many analysts as one of several important analytical tools to evaluate how long a company would need to operate at its current level to pay of all its debt. It is also considered important by credit rating agencies to determine the probability of a company defaulting on its debt.

See discussion above for the changes into the composition of Adjusted EBITDA. The table below reflects restated figures for the prior year quarters to align with current presentation.

		March 31,		December 31
_{(in thousands of Canadian dollars except Net debt-to-EBITDA ratio)}		2025			2024

Long-term debt	$	449,633		$	471,238
Lease Liabilities		165,869			163,127
Cash and cash equivalents (and restricted cash)		(52,716	)		(502,490	)
Total Net Debt		562,786			131,875

Q1 2024 Adjusted EBITDA		—			30,069
Q2 2024 Adjusted EBITDA		42,824			42,824
Q3 2024 Adjusted EBITDA		36,743			36,743
Q4 2024 Adjusted EBITDA		21,060			21,060
Q1 2025 Adjusted EBITDA		54,031			—
Trailing twelve-month Adjusted EBITDA	$	154,658		$	130,696
Total Net debt-to-Adjusted EBITDA		3.64			1.01

Total Interest Coverage Ratio

Total Interest Coverage Ratio is a non-GAAP measure defined as Consolidated Adjusted EBITDA (Continuing and Discontinued Operations), as defined above, for the trailing twelve-month period, divided by finance costs, net, for the trailing twelve-month period. The Company believes Total Interest Coverage Ratio is a useful supplementary measure to assess the Company’s ability to honor its debt payments. Total Interest Coverage Ratio is used by many analysts as one of several important analytical tools to judge a company’s ability to pay interest on its outstanding debt. It is also considered important by credit rating agencies to determine a company’s riskiness relative to its current debt or for future borrowing.

		March 31,	December 31
_{(in thousands of Canadian dollars except Net debt-to-EBITDA ratio)}		2025		2024

Q1 2024 Adjusted EBITDA	$	—	$	30,069
Q2 2024 Adjusted EBITDA		42,824		42,824
Q3 2024 Adjusted EBITDA		36,743		36,743
Q4 2024 Adjusted EBITDA		21,060		21,060
Q1 2025 Adjusted EBITDA		54,031		—
Trailing twelve-month Adjusted EBITDA	$	154,658	$	130,696

Q1 2024 Finance cost, net		—		2,142
Q2 2024 Finance cost, net		4,341		4,341
Q3 2024 Finance cost, net		4,804		4,804
Q4 2024 Finance cost, net		5,846		5,846
Q1 2025 Finance cost, net		9,068		—
Trailing twelve-month finance cost, net	$	24,059	$	17,133
Total Interest Coverage Ratio		6.43		7.63

Modernization, Expansion and Optimization (“MEO”) Costs

MEO costs is a supplementary financial measure. MEO costs not eligible for capitalization are reported as selling, general and administrative expenses or as cost of goods sold and incurred in support of the Company’s certain specific, planned capital investments into high-return growth and efficiency improvement opportunities. These include the following:

The replacement of the Company’s Rexdale facility in Toronto, Ontario and the expansion of its Connection Technologies segment’s North American manufacturing footprint through:
- a new heat-shrink tubing production site in Fairfield, Ohio; and
- a new wire and cable production site in Vaughan, Ontario.
The addition of two new manufacturing facilities and the elimination of aging manufacturing facilities within the Composite Technologies network, namely:
- the shut-down and exit of aging production capabilities in the Xerxes FRP tank production site footprint;
- a new Xerxes FRP tank production site in Blythewood, South Carolina;
- a new Flexpipe composite pipe production site in Rockwall, Texas along with the co-located Hydrochain™ stormwater infiltration chamber production line.

The Company considers these costs incremental to its normal operating base and would not have been incurred if these projects were not ongoing.

6.0 ADDITIONAL INFORMATION

Additional information relating to the Company, including its AIF, is available on SEDAR+ at www. sedarplus.com and on the “Investors Centre” page of the Company’s website at: https://investors.Mattr.com/Investor-Center/default.aspx.

Dated: May 14, 2025

The MIL Network –

May 15, 2025

MIL-OSI USA: Pressley, Booker, Warren Unveil Bill to Suspend Garnishments for Student Loan Borrowers
Source: United States House of Representatives – Congresswoman Ayanna Pressley (MA-07)

Bill Comes as Trump Admin. Set to Seize Hard-Earned Wages, Tax Refunds, and Social Security Checks for Struggling Borrowers

The Ending Administrative Wage Garnishment Act of 2025 will also reform administration of the administrative wage garnishment program

Bill Text (PDF)

WASHINGTON – Today, Congresswoman Ayanna Pressley (MA-07), along with Senators Cory Booker (D-NJ) and Elizabeth Warren (D-MA), reintroduced the Ending Administrative Wage Garnishment Act of 2025, legislation that would provide borrower relief and support by suspending garnishment as a tool for student debt collection by the federal government.

On April 22, 2025, the Department of Education announced that, starting May 5th, it will resume collections on defaulted federal student loans, including wage garnishments, tax refund interceptions, and seizure of Social Security benefits. For the nearly 5.5 million people currently in default—and soon for the projected 8 million additional people in delinquency—this means that they will face the government’s harsh collection tactics for the first time in over five years. This shift coincides with mass firings at the Department of Education and limited access to income-driven repayment plans, leaving students without critical support to navigate the repayment process.

“No one should have their hard-earned wages, tax refunds, and Social Security checks seized by Donald Trump—and our bill would ensure they do not,” said Representative Pressley. “The Trump Administration should not be in the business of picking the pockets of our most vulnerable borrowers, gutting the Department of Education or exacerbating the student debt crisis. I am proud to partner with Senators Booker and Warren to push back against this Administration’s shameful garnishment tactics and stand up for our student borrowers.”

“Wage garnishment allows the government to instruct employers to withhold up to 15 percent of an individual’s hard-earned wages, as well as intercept tax refunds, and seize Social Security benefits in order to collect student loan debt,” said Senator Booker. “If resumed, this harmful practice will hurt millions of Americans already struggling to make ends meet while paying off their student loans. This legislation will put an end to the Trump’s administration’s attempt to punish vulnerable student loan borrowers.”

“It’s cruel for the Trump administration to restart collections while it crashes the economy and fires employees that help people navigate the loan repayment system,” said Senator Warren. “Our commonsense bill stops the administration from going after working people and improperly taking a chunk of borrowers’ paychecks.”

“Amidst unprecedented economic uncertainty and as millions of working families are struggling with the rising costs of everyday essentials, the Trump Administration’s calloused decision to unleash abusive and uncontrollable collection tools that have the power to take borrower’s hard earned wages without safeguards. Instead of helping the 5 million borrowers that have fallen into default and the millions more that are behind and now at risk of default later this year, this Administration appears set on inflicting massive economic harm on millions of Americans—a decision that will further drag down an already struggling economy,” said SBPC Policy Director Aissa Canchola Banez. “We applaud Senator Booker and Congresswoman Pressley for introducing the Ending Administrative Garnishment Act which will rein in the Secretary of Education’s authority to subject borrowers to administrative wage garnishment and ensure that critical safeguards are in place.”

The Ending Administrative Wage Garnishment Act of 2025:
- Suspends the Secretary of Education’s authority to garnish wages, tax refunds, Social Security checks, or other earned benefits
- Mandates the Department of Education to:
  - Promptly refund improperly garnished wages within one week.
  - Establish the ability to independently suspend or terminate garnishment operations upon identifying errors.
  - Ensure employers verify garnishment information quarterly.
- Prohibits garnishment on loans that have been outstanding for more than 10 years.
- Establishes a private right of action allowing borrowers to sue employers who improperly garnish wages after a garnishment order is suspended.
- Requires the Department to pay double damages to borrowers whose wages are improperly garnished.
To read the full text of the bill, click here.

Rep. Pressley has been a leading voice in Congress urging President Biden to cancel student debt. Following years of advocacy by Rep. Pressley—in partnership with colleagues, borrowers, and advocates—the Biden-Harris Administration announced a historic plan to cancel student debt that stands to benefit over 40 million people. She has consistently helped borrowers access student debt cancellation resources, including PSLF, and she was proud to welcome a union educator and PSLF recipient as her guest to President Biden’s State of the Union Address in March.
- On October 18, 2024, Rep. Pressley applauded the Biden-Harris Administration’s approval of approximately $4.5 billion in additional student debt cancellation for approximately 60,000 workers nationwide who work in public service.
- On October 2, 2024, Rep. Pressley joined borrowers and advocates to unveil new state-by-state data quantifying the harm that Project 2025 would have on millions of public service workers nationwide.
- On September 10, 2024, Rep. Pressley joined Senator Warren and Rep. Jim Clyburn in urging the U.S. Department of Education to consider terminating its contract with student loan servicer MOHELA.
- On August 29, Rep. Pressley issued a statement following the Supreme Court’s refusal to reinstate President Biden’s Saving on a Valuable Education (SAVE) student debt relief program.
- On August 9, 2024, Rep. Pressley joined Senator Warren, Representative Dean, and their colleagues urging student loan servicer Navient to reform its flawed process to cancel the private student loans of borrowers who attended fraudulent, for-profit colleges.
- On June 25, 2024, Rep. Pressley issued a statement on federal judges in Missouri and Kansas siding with Republican states to block portions of President Biden’s Saving on a Valuable Education (SAVE) student debt relief program.
- On June 25, 2024, Rep. Pressley colleagues, borrowers, and advocates urged the Biden Administration to terminate the contract of federal student loan servicer MOHELA. Their calls follow MOHELA’s repeated failure to perform basic loan servicing functions and ongoing harm caused by MOHELA to student loan borrowers.
- On May 20, 2024, Rep. Pressley, along with Reps. Omar, Clyburn and Wilson, led their colleagues in urging the U.S. Department of Education to ensure its proposed student debt relief rule is implemented in the most effective and efficient manner possible for millions of borrowers.
- On May 1, 2024, Rep. Pressley issued a statement applauding the Biden Administration’s approval of student loan discharge for 317,000 borrowers who attended The Art Institutes, including over 3,500 borrowers in Massachusetts.
- On April 14, 2024, Rep. Pressley applauded President Biden’s approval of an additional $7.4 billion in student debt cancellation for 277,000 borrowers.
- On April 8, 2024, Rep. Pressley hailed President Biden’s announcement of new plans to provide student debt relief for tens of millions of borrowers across the country.
- On March 21, 2024, Rep. Pressley applauded the Biden-Harris Administration’s approval of $5.8 billion in additional student loan debt cancellation for 77,700 public service workers.
- On March 20, 2024, Rep. Pressley and Senator Elizabeth Warren led their colleagues in calling on federal agencies to end the practice of offsetting Social Security benefits to pay off defaulted student loans.
- On March 7, 2024, Rep. Pressley welcomed Priscilla Higuera Valentine, a first generation American, a proud union educator with Boston Public Schools and the Boston Teachers Union, and the daughter of a Colombian immigrant, who has received over $117,000 in student debt relief under the Biden-Harris Administration’s improved Public Service Loan Forgiveness (PSLF) Program, as her guest to President Biden’s State of the Union Address.
- On February 23, 2024, Rep. Pressley applauded the Biden-Harris Administration’s approval of $1.2 billion in student debt cancellation for nearly 153,000 borrowers nationwide, including $19.5 million in cancellation for 2,490 Massachusetts borrowers.
- On January 26, 2024, Rep. Pressley and Senator Elizabeth Warren (D-MA) led their colleagues in calling on the Secretary of Education Miguel Cardona to host a fourth session of the student debt negotiated rulemaking to consider relief for borrowers experiencing financial hardship. She applauded ED’s announcement that it would heed their calls.
- On December 11, 2023, Rep. Pressley testified at the U.S. Department of Education’s final hearing on student debt cancellation.
- On December 11, 2023, Rep. Pressley and Senator Elizabeth Warren (D-MA), along with Senators Chuck Schumer (D-NY), Bernie Sanders (I-VT), Alex Padilla (D-CA), and Representatives Ilhan Omar (MN-05) and Frederica Wilson (FL-24), sent a letter to U.S. Secretary of Education Miguel Cardona, urging him to leverage his existing and full authority under the Higher Education Act to provide expanded student debt relief to working and middle-class borrowers.
- On November 30, 2023, Rep. Pressley emphasized the crucial role of the Consumer Financial Protection Bureau (CFPB) in protecting student loan borrowers from incompetent and predatory student loan servicers.
- On November 6, 2023, Rep. Pressley joined Attorney General Andrea Campbell, Mayor Michelle Wu, and Senator Elizabeth Warren (D-MA) for a clinic to help federal student loan borrowers access a temporary opportunity to get closer to Public Service Loan Forgiveness (PSLF).
- On September 25, 2023, Rep. Pressley hosted a policy discussion with borrowers and advocates at which they renewed their urgent call for student debt cancellation with loan payments set to resume on October 1, 2023.
- On August 23, 2023, Rep. Pressley, Sen. Warren, and their colleagues led over 80 lawmakers in a letter to President Joe Biden, urging him to swiftly deliver on his promise to deliver student debt cancellation to working and middle class families by early 2024.
- On August 22, 2023 Rep. Pressley applauded Governor Maura Healey’s plan to provide student debt relief for health care workers in Massachusetts.
- On June 30, 2023, Rep. Pressley responded to the President’s alternative proposal to deliver relief under the Higher Education Act and called for swift and efficient implementation.
- On June 30, 2023, Rep. Pressley issued a statement slamming the Supreme Court’s decision to block President Biden’s student debt cancellation plan and calling on the President to use other tools available to swiftly cancel student debt.
- On May 30, 2023, Rep. Pressley filed an amendment to H.R. 3746, legislation to raise the debt ceiling, to protect student loan borrowers and preserve the Biden Administration’s pause on federal student loan payments.
- On May 24, 2023, Rep. Pressley issued a statement slamming Republicans’ harmful effort to overturn President Biden’s student debt relief, including his debt cancellation plan, the pause on student loan payments, and the expanded Public Service Loan Forgiveness (PSLF) program.
- On May 24, 2023, Rep. Pressley delivered a powerful speech in support of President Biden’s plan to cancel student debt, which would benefit millions of people across the country.
- On April 5, 2023, Rep. Pressley and Senator Elizabeth Warren wrote to the CEO of SoFi Technologies and SoFi Lending Corp calling on the company to answer for its lawsuits attempting to end the student loan payment pause and force borrowers back into repayment.
- On March 7, 2023, Rep. Pressley, along with Sens. Warren, Schumer, Sanders, Padilla and Reps. Clyburn, Omar and Wilson led a letter to the Biden Administration expressing continued support for President Biden’s student debt relief plan.
- On February 28, 2023, Rep. Pressley rallied with borrowers and advocates outside the Supreme Court to call on the Supreme Court to affirm the legality of President Biden’s student debt cancellation plan.
- On November 22, 2022, Rep. Pressley issued a statement applauding the extension of the student loan payment pause.
- On October 25, 2022, Rep. Pressley and Senator Warren toured communities across Massachusetts to celebrate the Biden administration’s student debt cancellation plan and help residents sign up for student loan relief.
- On October 12, 2022, Rep. Pressley joined parent borrowers and advocates for a discussion on the impacts of student debt cancellation on parents and families.
- On September 29, 2022, Rep. Pressley, along with Senate Majority Leader Schumer and Reps. Omar, Jones and advocates, held a press conference to call for swift and equitable implementation of President Biden’s student debt cancellation plan.
- On September 21, 2022, Rep. Pressley delivered a powerful speech on the House floor in which she heralded President Biden’s action to cancel student debt for millions of families in the Massachusetts 7th and across the nation. Watch the full video here.
- On September 12, 2022, Rep. Pressley and Senator Warren wrote to the nine federal student loan servicers to inquire about how they are providing borrowers with accurate and timely information about student loan cancellation.
- On August 24, 2022, Congresswoman Pressley issued a statement applauding President Biden’s action to cancel student debt.
- On August 10, 2022, Congresswoman Pressley and Senator Warren Massachusetts joined Massachusetts union leaders in Dorchester for a roundtable discussion on student debt cancellation.
- On July 18, 2022, Congresswoman Pressley delivered remarks at the American Federation of Teachers (AFT) national convention and renewed her calls for President Biden to cancel student debt by executive action.
- On July 8, 2022, Congresswoman Pressley with The Debt Collective hosted a virtual roundtable with student debt holders from all walks of life to highlight the intersectional burden the nearly $2 trillion student debt crisis has had on individuals and families.
- On June 22, 2022, Congresswoman Ayanna Pressley, with Senator Elizabeth Warren and Senate Majority Leader Chuck Schumer, joined AFL-CIO and union leaders for a roundtable discussion on the importance of student debt cancellation for American workers.
- On May 20, 2022, Congresswoman Pressley applauded the Congressional Black Caucus’ (CBC) statement calling on President Biden to cancel student loan debt.
- On May 4, 2022, Congresswoman Pressley visited Bunker Hill Community College to celebrate the $1 million in federal community project funding she secured and continued her calls for President Biden to cancel student debt.
- On March 17, 2022, Congresswoman Pressley and Arisha Hatch, vice president and chief of campaigns at Color of Change, published an op-ed in Grio calling on President Biden to use his executive order authority to cancel up to $50,000 in student loan debt per borrower.
- On December 8, 2021, Congresswoman Ayanna Pressley, Senator Elizabeth Warren, and Senate Majority Leader Chuck Schumer sent a bicameral letter to President Joe Biden releasing new data about the adverse impact of restarting student loan payments and calling on him to act to cancel up to $50,000 of student debt.
- On December 2, 2021, Congresswoman Pressley delivered remarks on the House floor in which she reiterated her calls for President Biden to cancel $50,000 in federal student loan debt by executive action.
- On October 8, 2021, Representatives Ayanna Pressley and Ilhan Omar and their House colleagues sent a letter to President Biden and Secretary of Education Miguel Cardona urging him to release the memo to determine the extent of the administration’s authority to broadly cancel student debt through administrative action.
- On July 29, 2021, Congresswoman Pressley issued a statement reaffirming President Biden’s authority – and the urgency – to cancel student loan debt.
- On June 23, 2021, Congresswoman Ayanna Pressley, Senator Elizabeth Warren, Senate Majority Leader Chuck Schumer, and Congressman Joe Courtney led their colleagues on a bicameral letter to President Biden calling on him to extend the pause on federal student loan payments.
- On April 13, 2021, Congresswoman Pressley testified at a Senate Banking, Housing, and Urban Affairs Committee’s Subcommittee on Economic Policy hearing to examine the student loan debt crisis in our country.
- On April 1, 2021, Congresswoman Pressley, along with Senator Elizabeth Warren and Massachusetts Attorney General Maura Healey, held a press conference calling on President Biden to tackle the student loan debt crisis.
- On February 4, 2021, Congresswoman Pressley, along with several Democratic House and Senate leaders, led their colleagues in reintroducing a bicameral resolution outlining a bold plan for President Biden to tackle the student loan debt crisis.
- On December 17, 2020, Representatives Ayanna Pressley, Ilhan Omar, Maxine Waters, and Alma Adams introduced a resolution outlining a bold plan for President-elect Joe Biden to cancel up to $50,000 in Federal student loan debt for student loan borrowers.
- On December 10, 2020, Congresswoman Pressley was in Yahoo Finance urging the Biden administration to cancel student debt, stressing the impact on Black borrowers.
- On May 8, 2020, Representatives Ayanna Pressley, Alma Adams, and Ilhan Omar, led 28 of their colleagues and sent a letter to House Speaker Nancy Pelosi and House Minority Leader Kevin McCarthy calling for the universal, one-time, student debt cancellation of at least $30,000 per borrower in the next round of COVID-19 relief legislation.
- On March 23, 2020, Representatives Ayanna Pressley and Ilhan Omar introduced the Student Debt Emergency Relief Act, legislation that provides immediate monthly payment relief for federal student loan borrowers.
- On March 17, 2020, Congresswoman Ayanna Pressley and Senator Elizabeth Warren were on The Hill calling on congressional leadership to include student debt cancellation in the next coronavirus relief package.
- On October 11, 2019, Congresswoman Pressley introduced legislation – the Ending Debt Collection Harassment Act – to protect consumers from abusive debt collection.
- On July 17, 2019, Congresswomen Pressley introduced legislation – the Student Borrower Credit Improvement Act – to provide much needed support to private student loan borrowers with a pathway to financial stability by helping them improve their credit.
###

MIL OSI USA News –
May 15, 2025

MIL-OSI: Crescent Capital BDC, Inc. Reports First Quarter 2025 Earnings Results; Declares a Second Quarter Base Dividend of $0.42 Per Share

Source: GlobeNewswire (MIL-OSI)

LOS ANGELES, May 14, 2025 (GLOBE NEWSWIRE) — Crescent Capital BDC, Inc. (“Crescent BDC” or “Company”) (NASDAQ: CCAP) today reported net investment income of $0.45 per share and net income of $0.11 per share, for the quarter ended March 31, 2025. Net asset value (NAV) per share was $19.62 at March 31, 2025 compared to $19.98 as of December 31, 2024.

Dividend Declarations
The Company announced that its Board of Directors (the “Board”) declared a second quarter 2025 regular cash dividend of $0.42 per share to stockholders of record as of June 30, 2025, payable on July 15, 2025. Additionally, the second of three previously announced $0.05 per share special dividends will be paid on June 13, 2025 to stockholders of record as of May 30, 2025.

Selected Financial Highlights
($ in millions, except per share amounts)

	As of and for the three months ended
	March 31, 2025			December 31, 2024			March 31, 2024
Investments, at fair value	$	1,620.7		$	1,598.9		$	1,563.3
Total assets	$	1,666.5		$	1,656.3		$	1,620.4
Total net assets	$	727.1		$	740.6		$	751.4
Net asset value per share	$	19.62		$	19.98		$	20.28

Investment income	$	42.1		$	46.4		$	50.4
Net investment income	$	16.6		$	20.5		$	23.4
Net realized gains (losses), net of taxes	$	(6.5	)	$	(3.2	)	$	(0.2	)
Net change in unrealized gains (losses), net of taxes	$	(6.2	)	$	(7.3	)	$	4.8
Net increase (decrease) in net assets resulting from operations	$	3.9		$	10.0		$	28.0

Net investment income per share	$	0.45		$	0.55		$	0.63
Net realized gains (losses) per share, net of taxes	$	(0.18	)	$	(0.09	)	$	(0.00	)
Net change in unrealized gains (losses) per share, net of taxes	$	(0.16	)	$	(0.19	)	$	0.13
Net increase (decrease) in net assets resulting from operations per share	$	0.11		$	0.27		$	0.76
Regular distributions paid per share	$	0.42		$	0.42		$	0.41
Supplemental distributions paid per share	$	–		$	0.07		$	0.10
Special distributions paid per share	$	0.05		$	–		$	–

Weighted average yield on income producing securities (at cost)¹		10.4	%		10.9	%		12.3	%
Percentage of debt investments at floating rates		97.2	%		97.3	%		97.5	%

Portfolio & Investment Activity

As of March 31, 2025 and December 31, 2024, the Company had investments in 191 and 185 portfolio companies with an aggregate fair value of $1,620.7 and $1,598.9 million, respectively. The portfolio at fair value was comprised of the following asset types:

Portfolio Asset Types:

	As of
$ in millions	March 31, 2025					December 31, 2024
Investment Type	Fair Value		Percentage			Fair Value		Percentage
Senior secured first lien	$	400.3		24.8	%	$	379.7		23.7	%
Unitranche first lien²		1,048.9		64.7			1,044.1		65.3
Unitranche first lien – last out²		25.0		1.5			14.8		0.9
Senior secured second lien		22.5		1.4			38.5		2.4
Unsecured debt		18.2		1.1			17.5		1.1
Equity & other		66.8		4.1			64.9		4.1
LLC/LP equity interests		39.0		2.4			39.4		2.5
Total investments	$	1,620.7		100.0	%	$	1,598.9		100.0	%

For the quarter ended March 31, 2025, the Company invested $104.7 million across 10 new portfolio companies and several follow-on revolver and delayed draw fundings. During this period, the Company had $78.0 million in aggregate exits, sales and repayments. For the quarter ended December 31, 2024, the Company invested $127.1 million across 14 new portfolio companies and several follow-on revolver and delayed draw fundings. For this period, the Company had $105.8 million in aggregate exits, sales and repayments.

Results of Operations

For the quarter ended March 31, 2025, investment income decreased to $42.1 million from $46.4 million for the quarter ended December 31, 2024, respectively. Interest income, which includes amortization of upfront fees, decreased to $39.7 million for the quarter ended March 31, 2025 from $43.4 million for the quarter ended December 31, 2024, primarily due to a decrease in benchmark rates. Included in interest from investments for the quarters ended March 31, 2025 and December 31, 2024 are $0.8 million and $0.5 million of accelerated accretion of OID related to paydown activity, respectively. Dividend income decreased to $1.5 million for the quarter ended March 31, 2025 from $2.4 million for the quarter ended December 31, 2024. Other income, which includes consent, waiver, amendment, agency, underwriting and arranger fees, was $0.9 million and $0.6 million for the quarter ended March 31, 2025 and December 31, 2024, respectively.

For the three months ended March 31, 2025 and December 31, 2024, total net expenses, including income and excise taxes, totaled $25.5 million and $25.9 million, respectively.

Liquidity and Capital Resources

As of March 31, 2025, the Company had $30.5 million in cash and cash equivalents and restricted cash and $310.0 million of undrawn capacity on its credit facilities, subject to borrowing base and other limitations. The weighted average cost of debt on the Company’s debt outstanding as of March 31, 2025 was 6.36%.

The Company’s debt to equity ratio was 1.25x as of March 31, 2025.

Conference Call

The Company will host a webcast/conference call on Thursday, May 15, 2025 at 12:00 p.m. (Eastern Time) to discuss its financial results for the quarter ended March 31, 2025. Please visit Crescent BDC’s webcast link located on the Events & Presentations page of the Investor Relations section of Crescent BDC’s website for a slide presentation that complements the earnings conference call.

All interested parties are invited to participate via telephone or the live webcast, which will be hosted on a webcast link located on the Events & Presentations page of the Investor Resources section of Crescent BDC’s website at www.crescentbdc.com. Please visit the website to test your connection before the webcast. Participants are also invited to access the conference call by dialing the following number:

Toll Free: (800) 715-9871
Conference ID: 1217499

All callers will need to reference the Conference ID once connected with the operator. An archived replay will be available via a webcast link located on the Investor Relations section of Crescent BDC’s website.

Endnotes

Note: Numbers may not sum due to rounding.

1) Yield includes performing debt and other income producing investments (excluding investments on non-accrual).

2) Unitranche loans are first lien loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority among different lenders in the unitranche loan. In certain instances, the Company may find another lender to provide the “first out” portion of such loan and retain the “last out” portion of such loan, in which case, the “first out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last out” portion that the Company would continue to hold. In exchange for the greater risk of loss, the “last out” portion earns a higher interest rate.

Crescent Capital BDC, Inc. Consolidated Statements of Assets and Liabilities (in thousands except share and per share data)

	As of March 31, 2025 (Unaudited)			As of December 31, 2024
Assets
Investments, at fair value
Non-controlled non-affiliated investments (cost of $1,541,656 and $1,511,386, respectively)	$	1,527,336		$	1,504,013
Non-controlled affiliated investments (cost of $44,783 and $46,104, respectively)		45,805			46,793
Controlled investments (cost of $61,496 and $66,416, respectively)		47,600			48,051
Cash and cash equivalents		12,033			10,130
Restricted cash and cash equivalents		18,495			29,292
Interest and dividend receivable		8,240			11,008
Receivable from unsettled transactions		224			1,163
Unrealized appreciation on foreign currency forward contracts		4,242			4,815
Deferred tax assets		282			746
Other assets		2,240			263
Total assets	$	1,666,497		$	1,656,274

Liabilities
Debt (net of deferred financing costs of $8,658 and $8,214, respectively)	$	902,952		$	875,837
Distributions payable		15,566			15,566
Interest and other debt financing costs payable		9,116			10,408
Management fees payable		5,019			5,066
Incentive fees payable		3,487			4,305
Deferred tax liabilities		282			746
Unrealized depreciation on foreign currency forward contracts		284			—
Accrued expenses and other liabilities		2,669			3,709
Total liabilities	$	939,375		$	915,637

Net assets
Preferred stock, par value $0.001 per share (10,000 shares authorized, zero outstanding, respectively)	$	—		$	—
Common stock, par value $0.001 per share (200,000,000 shares authorized, 37,061,547 shares issued and outstanding)		37			37
Paid-in capital in excess of par value		959,098			959,098
Accumulated earnings (loss)		(232,013	)		(218,498	)
Total net assets	$	727,122		$	740,637
Total liabilities and net assets	$	1,666,497		$	1,656,274
Net asset value per share	$	19.62		$	19.98

Crescent Capital BDC, Inc. Consolidated Statements of Operations (in thousands except share and per share data) (Unaudited)

	For the three months ended March 31,
		2025			2024
Investment Income:
From non-controlled non-affiliated investments:
Interest income	$	36,978		$	43,564
Paid-in-kind interest		1,493			1,155
Dividend income		—			393
Other income		870			889
From non-controlled affiliated investments:
Interest income		858			692
Paid-in-kind interest		264			442
Dividend income		258			287
From controlled investments:
Interest income		205			299
Dividend income		1,200			2,640
Other income		3			—
Total investment income		42,129			50,361

Expenses:
Interest and other debt financing costs		14,636			15,604
Management fees		5,038			4,980
Income based incentive fees		3,519			4,937
Professional fees		735			447
Directors’ fees		164			156
Other general and administrative expenses		967			628
Total expenses		25,059			26,752
Management fees waiver		(20	)		(38	)
Income based incentive fees waiver		(32	)		(36	)
Net expenses		25,007			26,678
Net investment income before taxes		17,122			23,683
(Benefit) provision for income and excise taxes		501			366
Net investment income		16,621			23,317
Net realized and unrealized gains (losses) on investments:
Net realized gain (loss) on:
Non-controlled non-affiliated investments		(3,060	)		(1,604	)
Non-controlled affiliated investments		(3,800	)		—
Foreign currency transactions		357			(11	)
Foreign currency forward contracts		—			1,447
Net change in unrealized appreciation (depreciation) on:
Non-controlled non-affiliated investments and foreign currency translation		(10,159	)		4,870
Non-controlled affiliated investments		333			228
Controlled investments		4,469			(225	)
Foreign currency forward contracts		(857	)		(356	)
Net realized and unrealized gains (losses) on investments		(12,717	)		4,349
Benefit (provision) for taxes on unrealized appreciation (depreciation) on investments		—			339
Net increase (decrease) in net assets resulting from operations	$	3,904		$	28,005

Per common share data:
Net increase (decrease) in net assets resulting from operations per share (basic and diluted):	$	0.11		$	0.76
Net investment income per share (basic and diluted):	$	0.45		$	0.63
Weighted average shares outstanding (basic and diluted):		37,061,547			37,061,547

About Crescent BDC

Crescent BDC is a business development company that seeks to maximize the total return of its stockholders in the form of current income and capital appreciation by providing capital solutions to middle market companies with sound business fundamentals and strong growth prospects. Crescent BDC utilizes the extensive experience, origination capabilities and disciplined investment process of Crescent. Crescent BDC is externally managed by Crescent Cap Advisors, LLC, a subsidiary of Crescent. Crescent BDC has elected to be regulated as a business development company under the Investment Company Act of 1940. For more information about Crescent BDC, visit www.crescentbdc.com. However, the contents of such website are not and should not be deemed to be incorporated by reference herein.

About Crescent Capital Group

Crescent is a global credit investment manager with $46 billion of assets under management. For over 30 years, the firm has focused on below investment grade credit through strategies that invest in marketable and privately originated debt securities including senior bank loans, high yield bonds, as well as private senior, unitranche and junior debt securities. Crescent is headquartered in Los Angeles with offices in New York, Boston, Chicago and London with more than 225 employees globally. Crescent is a part of SLC Management, the institutional alternatives and traditional asset management business of Sun Life. For more information about Crescent, visit www.crescentcap.com. However, the contents of such website are not and should not be deemed to be incorporated by reference herein.

Contact:

Dan McMahon
daniel.mcmahon@crescentcap.com
212-364-0149

Forward-Looking Statements

This press release, and other statements that Crescent BDC may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to Crescent BDC’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

Crescent BDC cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which may change over time. Forward-looking statements speak only as of the date they are made, and Crescent BDC assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to factors previously disclosed in Crescent BDC’s SEC reports and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) our future operating results; (2) our business prospects and the prospects of our portfolio companies; (3) the impact of investments that we expect to make; (4) our contractual arrangements and relationships with third parties; (5) the dependence of our future success on the general economy and its impact on the industries in which we invest; (6) the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives; (7) our expected financings and investments; (8) the adequacy of our cash resources and working capital, including our ability to obtain continued financing on favorable terms; (9) the timing of cash flows, if any, from the operations of our portfolio companies; (10) the impact of increased competition; (11) the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments; (12) potential conflicts of interest in the allocation of opportunities between us and other investment funds managed by our investment adviser or its affiliates; (13) the ability of our investment adviser to attract and retain highly talented professionals; (14) changes in law and policy accompanying the new administration and uncertainty pending any such changes; (15) increased geopolitical unrest, terrorist attacks or acts of war, which may adversely affect the general economy, domestic and local financial and capital markets, or the specific industries of our portfolio companies; (16) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets; (17) the unfavorable resolution of legal proceedings; and (18) the impact of changes to tax legislation and, generally, our tax position.

Crescent BDC’s Annual Report on Form 10-K for the year ended December 31, 2024 and quarterly report on Form 10-Q for the quarter ended March 31, 2025, each filed with the SEC, identifies additional factors that can affect forward-looking statements.

Other Information

The information in this press release is summary information only and should be read in conjunction with Crescent BDC’s annual report on Form 10-K for the year ended December 31, 2024, which Crescent BDC filed with the U.S. Securities and Exchange Commission (the SEC) on February 19, 2025, Crescent BDC’s quarterly report on Form 10-Q for the quarter ended March 31, 2025, which Crescent BDC filed with the SEC on May 14, 2025 as well as Crescent BDC’s other reports filed with the SEC. A copy of Crescent BDC’s annual report on Form 10-K for the year ended December 31, 2024, Crescent BDC’s quarterly reports on Form 10-Q and Crescent BDC’s other reports filed with the SEC can be found on Crescent BDC’s website at www.crescentbdc.com and the SEC’s website at www.sec.gov.

The MIL Network –

May 15, 2025

MIL-OSI Economics: ACP Statement on House Ways and Means Committee Advancing Tax Bill

Source: American Clean Power Association (ACP)

Headline: ACP Statement on House Ways and Means Committee Advancing Tax Bill

WASHINGTON D.C., May 14, 2025 — The American Clean Power Association (ACP) issued the following statement from ACP CEO Jason Grumet after the House Ways and Means Committee advanced the tax portion of the budget reconciliation bill:
“When Congress plays Red Light / Green Light with domestic energy production, American companies lose billions of dollars, investment stalls, and our economy suffers.
“The legislation advanced today out of House Ways and Means does not deliver an orderly phase-down of clean energy tax credits. It imposes a sudden policy shift that would raise energy costs, take paychecks away from tens of thousands of American workers, and harm the economies of small towns across the nation.
“We embrace the Administration’s goal to spur job growth and innovation through lower taxes. The Ways and Means bill would significantly raise taxes on the fastest-growing energy sector, undercutting Congress’ and the Trump Administration’s economic goals.
“America is in a race with China for digital dominance. We cannot win this race without the energy required to power AI data centers. Over 90% of the electricity added to the grid last year came from the clean sources threatened by this legislation. Now is not the time for disruptive policy that will reduce American energy production and threaten our security.
“There is a sensible way to phase down clean energy incentives. We remain committed to working with lawmakers on a path that achieves their legitimate policy goals without harming American companies, consumers, and communities.”

MIL OSI Economics –

May 15, 2025
MIL-Evening Report: Economic pessimism is behind the drift of voters to minor parties and independents

Source: The Conversation (Au and NZ) – By Viet Nguyen, Principal Research Fellow, Macroeconomics Research Program, Melbourne Institute of Applied Economic and Social Research, The University of Melbourne

Growing economic pessimism appears to have pushed many voters away from Australia’s two major parties, Labor and the Coalition. Support for minor parties and independents has doubled since the Global Financial Crisis in 2008.

In the latest federal election, minor parties and independents are on track to gain a record share of the vote, at 33.4%. Although Labor won just 34.6% and the Coalition 32% of first preferences, Labor secured a majority after preference flows, reflecting a broader shift away from the major parties.

Commentary in both Australian media and in the United States framed the result as a reaction against US President Donald Trump’s return to politics. That echoed analysis of Canada’s surprise centre-left Liberal party win a week earlier.

But a more straightforward explanation lies in Australian voters’ dissatisfaction with economic conditions.

In a new study, we used three decades of data from the leading monthly consumer sentiment survey, the Consumer Attitudes, Sentiments and Expectations in Australia (CASiE) Survey, to study how shifts in economic expectations align with changes in voting behaviour.

Support for minor parties and independents has been rising

In the 2007 federal election, minor parties and independents won just 15% of first‑preference votes and two seats in the House of Representatives. By 2022 their primary vote had doubled to 31.7%, delivering a record 16 seats.

In the latest federal election, their first‑preference share rose further to 33.4% (as of May 14). But because of preference flows, they secured fewer lower house seats than in 2022. The underlying shift away from the major parties therefore continues, even though it is not reflected in seat numbers.

This realignment has unfolded alongside a sustained slide in political trust. Surveys such as the Australian Election Study show satisfaction with democracy is at its lowest level on record.

The decline is often linked to perceptions of poor economic management, leadership instability, and unresponsive government. Voters repeatedly cite housing affordability, cost‑of‑living pressures and difficulty accessing health care as unmet concerns.

Minor party support differs across demographic groups

The shift away from the political mainstream is broadly distributed across demographic groups, indicating widespread economic disaffection rather than isolated grievances.

Younger Australians, facing acute economic challenges, have increasingly supported the Greens. Older voters have turned to One Nation and Teals amid broader dissatisfaction with economic management.

Support for minor parties and independents has climbed among both men and women, though the pattern differs. Women lean more toward the Greens; men more toward other minors and independents.

Economic pessimism matters at the ballot box

Rising economic pessimism, along with other social and cultural factors, has been a driving force behind the collapse in support for the political mainstream.

Since 2010, the average share of Australians saying their finances have improved over the past 12 months fell from 27% to 20%. The share reporting deterioration increased from 34% to 37%. That means a net shift of 10 percentage points toward pessimism.

Looking ahead, more Australians expect their household finances and the national economy to worsen over the next year than to improve.

The charts below show support for minor parties has climbed across the board since the mid‑2010s. It is consistently highest among voters who expect their household finances and the national economy to get worse.

Voters who feel worse off have consistently been more inclined to back minor parties or independents. The gap between pessimists and optimists has widened under both Coalition and Labor administrations.

The divergence is most pronounced for expectations about national economic conditions. This suggests political disaffection is increasingly linked to pessimism about Australia’s economic outlook.

Growing economic pessimism is consistent with a broader picture of weaker economic growth, lower living standards, a fall in productivity and slower wage growth over the past decade.

For example, economic growth (gross domestic product or GDP after inflation) slowed from an average of 3.5% between 1995 and 2009 to 2.4% between 2010 and 2024. Growth in GDP per person, a more direct measure of living standards, slowed even more, from an average of 2.1% to just 0.9%.

Since both actual and perceived economic conditions influence voting choices, collapsing support for mainstream political parties is perhaps no surprise.

Voters are increasingly drifting towards the minor parties.
Ymgerman/Shutterstock

Implications for the future

Because of the complex flow of voting preferences, a smaller vote share going to major parties does not always translate into fewer seats in parliament. However, vote shares and seat counts tend to be highly correlated over time.

Sustained declines in primary vote shares going to the major parties will eventually translate into reduced legislative power.

The trends in Australia’s voting patterns are consistent with voters’ growing dissatisfaction with the performance of successive governments.

While the rise of non-mainstream parties may signal political renewal, it also carries risks. In the absence of credible responses to persistent social and economic challenges, political resentment is likely to deepen.

Decades of policy responses have failed to address the scale or structural nature of the country’s economic problems. This has contributed to mounting pressures.

Without meaningful reform, Australia risks following the trajectory seen in parts of Europe and the US, where the weakening of mainstream parties has created space for more radical and anti-democratic political movements.

Ferdi Botha receives funding from ARC Centre of Excellence for Children and Families over the Life Course.

Kyle Peyton and Viet Nguyen do not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and have disclosed no relevant affiliations beyond their academic appointment.

– ref. Economic pessimism is behind the drift of voters to minor parties and independents – https://theconversation.com/economic-pessimism-is-behind-the-drift-of-voters-to-minor-parties-and-independents-256322

MIL OSI Analysis – EveningReport.nz –

May 15, 2025
MIL-Evening Report: This 6-point plan can ease Australia’s gambling problems – if our government has the guts

Source: The Conversation (Au and NZ) – By Charles Livingstone, Associate Professor, School of Public Health and Preventive Medicine, Monash University

WHYFRAME/Shutterstock

We have a refreshed and revitalised Australian government, enriched with great political capital.

During the last term of parliament before the election, opportunities to address Australia’s raging gambling habit were neglected.

Could this government now have enough authority and courage to take on the gambling ecosystem?

A massive issue

Australians are the world’s biggest gambling losers.

Many attribute this to some inherent Australian trait. But what it really comes down to is the proliferation of gambling operators and their products.

They’re everywhere, along with their marketing and promotion.

Half of the gambling problems in Australia are associated with poker machines, ubiquitous in all states and territories other than Western Australia (WA).

Consequently, and unsurprisingly, WA has the lowest rate of gambling harms. The state has 2,500 pokies at a single Perth casino and none in clubs or pubs.

New South Wales boasts nearly 90,000 pokies, the highest pokie “density” in Australia, and its clubs and pubs make $8.1 billion a year.

Overall, pokie losses in Australia total $15.8 billion per year.

Wagering (betting on sport, racing and even elections), is now mainly online, and reaps another $8.4 billion in Australia. This is the fastest growing gambling sector, with growth, adjusted for inflation, of more than 45% between 2018-19 and 2022-23.

Pokies grew by a more modest 7.6% during the same period. Only casinos went backwards.

Overall, gambling costs Australians more than $32 billion annually.

This has been fuelled by relentless promotion and marketing and the expansion of the gambling ecosystem: the network of commercial actors who reap a major dividend from gambling losses.

It includes the bookies, pub and club chains as well as sporting leagues, financial services providers, software and game developers, charitable organisations, broadcasters, and state and territory governments.

Of course, gambling comes at a cost: it is strongly linked to broken relationships, loss of assets, employment and educational opportunities, and crime rates.

Intimate partner violence and neglect of children, along with poor mental and physical health, are also connected to gambling accessibility. As, unfortunately, is suicide.

However, there are ways to reduce gambling harm.

Six ways to tackle the problem

1. First up, we need a national gambling regulator. This was an important recommendation in the 2023 report of the all-party parliamentary committee chaired by the late Peta Murphy.

Currently, gambling is regulated by each state and territory. Some have reasonably robust systems in place. Others, somewhat less so. None are best practice.

A national system is long overdue, as many gambling businesses operate across multiple Australian jurisdictions.

In the absence of national regulation, the Northern Territory has become the de facto national regulator for online wagering. It offers a low-tax and arguably low intervention regulatory system.

Yet the vast majority of losses from punters come in other jurisdictions.

National regulation would also assist in standardising tax rates and maintaining reasonable uniform standards of regulation and enforcement.

2. Poker machines are Australia’s biggest gambling problem, but a national precommitment scheme would provide a tool for people to manage their gambling.

This proposal has been frequently mooted in Australia since the Productivity Commission recommended it in 2010.

It has worked well in Europe: forms of it now operate in 27 European countries.

Both Victoria and Tasmania have proposed it, as did the Perrottet government in the lead into the last NSW election.

Unfortunately, the power of the pokie lobby, supercharged by the addiction surplus it reaps from punters, has slowed or stopped its implementation.

But it’s eminently feasible and is highly likely to significantly reduce the harm of pokies.

The technical challenges are far from insurmountable, despite what industry interests argue.

Read more:
Pokies line the coffers of governments and venues – but there are ways to tame this gambling gorilla

3. Limiting accessibility to pokies is an important way to reduce harm.

Nothing good happens in a pokie room after midnight, yet they are often open until 4am, with reopening time only a little later.

Closing down venues after midnight and not opening until 10am would help a lot of people.

4. We can’t talk about political access without considering some key tools of the gambling ecosystem.

Pokie operators have enormous ability to influence politicians. Donations are a typical method to ensure access, backed up by the “revolving door” of post-politics jobs.

Politicians also enjoy a stream of freebies from the gambling ecosystem, which allow these businesses to bend the ear of a guest for hours at a time, at lunch, over drinks, or during an event.

To address this, we need better rules around acceptance of hospitality and gifts. Some states have moved towards such arrangements but there has been little action on the national front.

5. Another major recommendation from the Murphy committee was the banning of online gambling ads.

The majority of Australians want it to happen, and gambling ads are banned for almost all other forms of gambling.

The special treatment for this rapidly growing, highly harmful gambling product makes no sense.

6. Finally, we need to properly resource research into gambling harm and its prevention.

Much gambling research (and its conferences) are funded by the gambling ecosystem, either directly or via representative organisations.

This raises massive conflicts and has lead to a poor evidence base for policy making.

The time is now

Anything that stops people getting into trouble with gambling will be opposed by the gambling ecosystem because their best customers are those with the biggest losses.

But nobody is saying we should do away with gambling.

The evidence-based ideas above would help people with existing problems, and stop many more from ending up in trouble.

Gambling is a problem we can solve.

It does need political effort – but the Albanese government has the political capital to solve this problem.

Charles Livingstone has received funding from the Victorian Responsible Gambling Foundation, the (former) Victorian Gambling Research Panel, and the South Australian Independent Gambling Authority (the funds for which were derived from hypothecation of gambling tax revenue to research purposes), from the Australian and New Zealand School of Government and the Foundation for Alcohol Research and Education, and from non-government organisations for research into multiple aspects of poker machine gambling, including regulatory reform, existing harm minimisation practices, and technical characteristics of gambling forms. He has received travel and co-operation grants from the Alberta Problem Gambling Research Institute, the Finnish Institute for Public Health, the Finnish Alcohol Research Foundation, the Ontario Problem Gambling Research Committee, the Turkish Red Crescent Society, and the Problem Gambling Foundation of New Zealand. He was a Chief Investigator on an Australian Research Council funded project researching mechanisms of influence on government by the tobacco, alcohol and gambling industries. He has undertaken consultancy research for local governments and non-government organisations in Australia and the UK seeking to restrict or reduce the concentration of poker machines and gambling impacts, and was a member of the Australian government’s Ministerial Expert Advisory Group on Gambling in 2010-11. He is a member of the Lancet Public Health Commission into gambling, and of the World Health Organisation expert group on gambling and gambling harm. He made a submission to and appeared before the HoR Standing Committee on Social Policy and Legal Affairs inquiry into online gambling and its impacts on those experiencing gambling harm.

Angela Rintoul holds a postdoctoral fellowship funded by Suicide Prevention Australia. In the past she has received funding from the Victoria Responsible Gambling Foundation, which was supported by allocations from the Community Support Fund, a government administered trust fund constituted from direct taxes on EGMs in hotels. She has also received funding from the Winston Churchill Memorial Trust and ANROWS. She is a member of the WHO meeting on gambling and received travel funding from the Turkish Green Crescent Society and consultancy funding from WHO. She has been paid to review grants by the British Academic Forum for the Study of Gambling, which administered via Gambling Research Exchange Ontario, funded by regulatory settlements from gambling companies who have breached the law.

– ref. This 6-point plan can ease Australia’s gambling problems – if our government has the guts – https://theconversation.com/this-6-point-plan-can-ease-australias-gambling-problems-if-our-government-has-the-guts-256442

MIL OSI Analysis – EveningReport.nz –

May 15, 2025
MIL-OSI Global: Should AD stand for Alzheimer’s disease, or for Auguste Deter, the patient whose case was first described?

Source: The Conversation – Canada – By Donald Weaver, Professor of Chemistry and Senior Scientist of the Krembil Research Institute, University Health Network, University of Toronto

Alzheimer’s disease is named for Alois Alheimer (left), but his patient, Auguste Deter (right), should not be overlooked. (Wikimedia Commons)

Auguste Deter was born 175 years ago on May 16, 1850. Though the story of her life is not widely known, it should be. Through her suffering and dignity, Deter puts a much-needed human face on the tragedy of Alzheimer’s disease (AD), one of the most important medical problems currently confronting humankind. Auguste Deter reminds us that AD is a disease of people, not proteins.

Often, scientists reduce AD to a disorder of shrunken brain cells or misfolded proteins. However, AD is so much more.

It is a disease that impairs thought processes and personal memories — the very essence of what makes each one of us an individual capable of hopes, dreams, love and being loved. AD is a very human disease and a very human struggle for individuals, their families and society as a whole. Deter is a crucial reminder of the human aspects of this devastating disease.

‘I have lost myself’

Although dementia had been recognized for centuries, Deter was the first person officially diagnosed with the type of dementia now recognized as Alzheimer’s disease.

Auguste Deter was a patient of Alois Alzheimer. His report on her case was the first description of what is now Alzheimer’s disease.
(Wikimedia Commons)

Born Auguste Hochmann into a working-class family, the financial hardships imposed by her father’s early death forced Deter into full-time employment as a seamstress at age 14. She continued this work until marrying Karl Deter, a railway clerk. The couple moved to Frankfurt, Germany where they lived as a happy and harmonious family with their daughter, Thekla.

Tragically in the spring of 1901, this loving and caring 51-year-old woman began to be incapable of routine household activities. Soon, due to her progressive memory loss and intellectual impairment, she was no longer able to function on her own. She was admitted to the Frankfurt Psychiatric Hospital under the care of Dr. Alois Alzheimer.

Alzheimer asked her many questions to which she would sometimes quietly reply “Ich habe mich verloren.” (“I have lost myself.”) Sadly, her relentless cognitive decline continued. On July 12, 1905, Alzheimer recorded that Deter’s deterioration had progressed such that she was lying on her side in a pool of urine, knees drawn up, unable to communicate. She died on April 8, 1906 from pneumonia and infected bed sores.

Definitive features

Alois Alzheimer.
(Provided by U.S. National Library of Medicine)

During the subsequent autopsy, Alzheimer identified not only Deter’s marked brain shrinkage but also localized clumps (“plaques”) of an unknown deposited substance as well as dense bundles of tangled fibres in what were once healthy brain cells.

These latter two observations — now recognized as amyloid plaques and tau tangles — have become the diagnostic features that define the pathology of AD. In 1907, Alzheimer published a scientific paper in which he described Deter’s brain and her “new” type of dementia.

Unfortunately, Alzheimer was unable to dedicate a long career to a more comprehensive understanding of this disease. He contracted rheumatic fever in 1912, dying of its complications three years later at age 51. Nonetheless, the Deter case report was sufficient to establish his legacy as the discoverer of Alzheimer’s disease.

As an inquisitive psychiatrist and pathologist, Alzheimer had been interested in medicine and science, not fame. He was not seeking to name a disease after himself. In 1910, Alzheimer’s boss, the renowned German psychiatrist Emil Kraepelin, wrote the influential Handbook of Psychiatry – a textbook in which he named this newly identified type of dementia “Alzheimer’s Disease.” In doing so, Kraepelin’s textbook ultimately transformed Alzheimer’s name into a household word.

Meanwhile, in Prague

But does Alzheimer’s disease truly deserve to be called Alzheimer’s disease? There are other people who can claim contributions to the discovery of Alzheimer’s disease.

In 1907, the same year that Alzheimer published his single case description of Deter, a Czech psychiatrist named Oskar Fischer independently published a thorough structural analysis of plaques in the brains of 12 people with dementia. Between 1910-1912, he went on to analyze plaques and pathological brain changes in another 58 cases of dementia.

Oskar Fischer.
(Wikimedia Commons)

Arguably, Fischer made more important contributions than Alzheimer to the comprehensive description of the disease. Yet it is called Alzheimer’s disease, not Fischer’s disease.

There are many reasons for this. Fischer was Jewish and subject to antisemitism. He was not at a prominent German university and did not have a powerful ally like Emil Kraepelin promoting his career. And science is, after all, a very human activity.

Unfortunately, Fischer later became trapped in occupied Prague under the oppression of authoritarian Nazi rule. Fischer was arrested in 1941 and died in the Gestapo’s notorious Small Fortress prison on Feb. 28, 1942.

It seemed likely that Fischer’s seminal contributions to our understanding of dementia would be lost. Thankfully in 2008, Michel Goedert of Cambridge University rediscovered Fischer’s significant contributions stored in the archives of Charles University in Prague. This has restored Fischer to his rightful position as one of the discoverers of AD and retrospectively raises questions about the correct naming attribution of AD.

However, when considering the naming of AD, we must not forget Patient No. 1: Auguste Deter. Interestingly and fortuitously, her initials are AD. So, should AD signify Auguste Deter disease rather than Alzheimer’s disease? Should the Alzheimer-Fischer controversy be resolved by simply reassigning the AD abbreviation to Auguste Deter? Should the disease be named after its “first patient,” rather than the physician(s) who discovered it?

Medicine has a penchant for naming signs, symptoms and diseases after the physicians who first described them. We typically tend not to name them after the afflicted person. Perhaps this is done to preserve patient confidentiality; perhaps not.

But AD is a disease like no other. It’s very personal. It affects the memories, thoughts and emotions that define us as human beings. We must never forget that AD is a disease of people and families, not just proteins and fibrils. Deter tragically yet courageously embodies the human heartbreak of this dreadful disease.

Deter’s contribution to the 1907 single case report study by Alzheimer was immense: Deter’s life, illness and death are the story of AD. Deter should be remembered. It was and is her disease.

Donald Weaver does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

– ref. Should AD stand for Alzheimer’s disease, or for Auguste Deter, the patient whose case was first described? – https://theconversation.com/should-ad-stand-for-alzheimers-disease-or-for-auguste-deter-the-patient-whose-case-was-first-described-255942

MIL OSI – Global Reports –

May 15, 2025
MIL-OSI Russia: IMF Executive Board Receives Request for Flexible Credit Line Arrangement with Costa Rica

Source: IMF – News in Russian

May 14, 2025

Washington, DC: After concluding the 2025 Article IV consultation with Costa Rica on May 12, 2025, the International Monetary Fund (IMF) Executive Board met on the same day in an informal session^[1] to discuss a request from the authorities for a two-year arrangement under the Flexible Credit Line (FCL) with the IMF in an amount equivalent to SDR 1.1082 billion (300 percent of quota or about US$1.5 billion). The authorities intend to treat the credit line as precautionary.

The FCL is reserved for countries with very strong policy frameworks and track records in economic performance. It helps safeguard countries by providing them with upfront access to IMF resources in case needed if future external shocks materialize. The FCL also permits qualifying countries to signal continued commitment to very strong institutional frameworks and macroeconomic and financial policies. Unlike the Extended Fund Facility (EFF) arrangement, which the authorities completed in 2024, the FCL has no ex-post conditionality.

On the basis of Costa Rica’s very strong economic fundamentals, institutional policy frameworks, and track record, IIMF Managing Director Kristalina Georgieva intends to recommend approval of the FCL arrangement for Costa Rica when the IMF Executive Board meets again to take a decision in the following weeks. The IMF stands ready to continue its fruitful engagement with Costa Rica.

^[1] During an informal session, IMF staff engages with Executive Board Members to discuss country matters where no formal board decision is expected.

IMF Communications Department

MEDIA RELATIONS

PRESS OFFICER: Meera Louis

Phone: +1 202 623-7100Email: MEDIA@IMF.org

@IMFSpokesperson

https://www.imf.org/en/News/Articles/2025/05/14/pr25146-costa-rica-imf-receives-request-for-fcl-arrangement

MIL OSI

MIL OSI Russia News –

May 15, 2025
MIL-OSI USA: May 9th, 2025 Heinrich, Luján, Vasquez Call on Trump Administration to Crack Down on U.S. Firearms Flowing to Latin American Drug Cartels

US Senate News:

Source: United States Senator for New Mexico Martin Heinrich
WASHINGTON — U.S. Senator Martin Heinrich (D-N.M.), a member of the core bipartisan group of senators who negotiated and passed the Bipartisan Safer Communities Act (BSCA), joined U.S. Senator Ben Ray Luján (D-N.M.) and U.S. Representative Gabe Vasquez (D-N.M.) to urge the Trump Administration to use its recent designation of Latin American cartels as Foreign Terrorist Organizations (FTOs) to take aggressive action to stop the illegal trafficking of American firearms across the Southern Border.
In a letter addressed to Secretary of Homeland Security Kristi Noem, Secretary of State Marco Rubio, and Attorney General Pam Bondi, the lawmakers called for a coordinated federal response to stem the flow of hundreds of thousands of American firearms that arm violent drug cartels, fuel lawlessness along the Southern Border, and bring drugs into communities across the United States.
“We were pleased that President Trump agreed to address the outflow of hundreds of thousands of American-made firearms across the southern border when he initially postponed the implementation of tariffs on our ally Mexico. Accordingly, we urge you to utilize the FTO designation to take aggressive action to stem the flow of American guns to the cartels,” the lawmakers wrote.
Anywhere between 200,000 and 500,000 American firearms are smuggled across U.S. borders into Mexico every year, arming Latin American criminal organizations that have used them to undermine domestic law enforcement and assert control over fentanyl and human trafficking operations back into the United States.
“The new FTO designation for these cartels provides additional legal tools to bolster interagency coordination, disrupt their financial networks, and impose stricter penalties on those who provide material support to these criminal enterprises. Specifically, under current statute, it is unlawful to knowingly provide material support or resources to a Foreign Terrorist Organization and those who do so can be fined or imprisoned for up to 20 years,” the lawmakers continued.
The members urged the administration to effectively and strategically employ the full suite of legal options this new designation enables and offered their assistance to empower it to specifically address the “Iron River” of American firearms that are fueling violence and destruction in communities across the United States and Mexico.
“We hope that you move swiftly and use these new legal authorities to combat southbound arms trafficking. We stand ready to assist in this effort in any way we can, including through legislation that expands your programmatic authorities to address this critical issue,” the lawmakers concluded.
The letter was led by Luján and U.S. Senator Michael Bennet (D-Colo.) in the Senate and U.S. Representatives Dan Goldman (D-N.Y.) and Rob Menendez (D-N.J.) in the House. Alongside Heinrich and Vasquez, the letter was signed by U.S. Senator Catherine Cortez Masto (D-Nev.) and U.S. Representatives Eric Swalwell (D-Calif.), J. Luis Correa (D-Calif.), Seth Magaziner (D-R.I.), Debbie Wasserman Schultz (D-Fla.), Jill Tokuda (D-Hawaii), Timothy Kennedy (D-N.Y.), and Nellie Pou (D-N.J.).
The full text of the letter is here.
Background on Heinrich-Led Gun Trafficking and Straw Purchase Provisions:
Heinrich-led provisions in the Bipartisan Safer Communities Act increased criminal penalties for straw purchasers and made it a crime, for the first time ever, to traffic firearms out of the United States. Straw purchasers are people who buy guns for those who cannot buy them directly themselves due to their age, felony criminal convictions, or other limitations. By increasing penalties for straw purchasing, Heinrich’s provision is helping to keep guns out of the hands of criminals and those who would use them against our communities. By making it illegal to traffic firearms out of the country, Heinrich’s provision gave law enforcement the tools needed to prosecute and disrupt the flow of firearms to Mexico and the Northern Triangle, fueling the violence that has driven so many to flee their home countries.
To date, the Department of Justice has charged more than 600 defendants using BSCA’s gun trafficking and straw purchasing laws, removing hundreds of firearms off the streets in the process. These cases are significant, often preventing and prosecuting highly dangerous activity, such as crimes linked to organized trafficking rings and transnational criminal organizations.
For example, in March 2024, the Justice Department charged several defendants with trafficking and straw purchasing over 100 firearms, including many military-grade weapons, that were allegedly intended to be smuggled to a Mexican drug cartel. In April 2024, a defendant was sentenced to 276 months in prison for firearms trafficking and straw purchasing, as well as distribution of fentanyl, where the evidence showed that two of the trafficked firearms had been used in gang-related shootings. In 2o23, a defendant was sentenced to two years in prison for running an illegal gun trafficking enterprise, repeatedly taking money to lie on firearm purchase forms and obtain weapons for convicted felons.
In New Mexico, the Office of the United States Attorney for the District of New Mexico has charged 11 defendants with BSCA violations.
Heinrich’s Longtime Leadership to Tackle Gun Violence:
A gun owner and father, Heinrich has long worked to advance and pass bipartisan policies that save lives, protect public safety, and reduce gun violence.
Heinrich recently co-sponsored the Preventing Illegal Weapons Trafficking Act, legislation to protect communities from gun violence by requiring federal law enforcement to coordinate efforts to prevent the importation and trafficking of machinegun conversion devices including ‘auto-sears’ — illegal gun modification devices that can convert semi-automatic weapons into fully-automatic weapons — and seize all profits that come from the illegal trafficking of these devices.
Last month, Heinrich introduced his Gas-Operated Semi-Automatic Firearms Exclusion (GOSAFE) Act and bipartisan Banning Unlawful Machinegun Parts (BUMP) Act, commonsense legislation designed to protect communities from gun violence, while safeguarding Americans’ constitutional right to own a firearm for legitimate self-defense, hunting, and sporting purposes.
Heinrich also convened a press conference in Albuquerque with New Mexicans to Prevent Gun Violence, Everytown, community leaders, and students to announce the introduction of his GOSAFE Act. For photos and videos of that event, click here.
In October 2024, Heinrich secured critical funding for New Mexico law enforcement to purchase four new NIBIN machines for Las Cruces, Farmington, Gallup, and Roswell. This allows law enforcement to trace firearms used in crimes and hold criminals accountable, all while saving officers valuable time and resources.
In July 2023, Heinrich cosponsored the bicameral Ghost Guns and Untraceable Firearms Act, legislation to require online and other sellers of gun-making kits to comply with federal firearm safety regulations.
In 2017, Heinrich cosponsored the bipartisan Fix NICS Act, which now requires federal and state authorities to produce background check implementation plans and holds federal agencies accountable for reporting relevant criminal records to the National Instant Criminal Background Check System (NICS). Heinrich also led the successful call to repeal the Dickey Amendment, which had previously prevented the Center for Disease Control and Prevention (CDC) from funding research on gun violence and its effects on public health.

MIL OSI USA News –

May 15, 2025
MIL-OSI USA: Shaheen Introduces Bill to Direct Restoration and Protection Efforts of the 5-State Connecticut River Watershed Region

US Senate News:

Source: United States Senator for New Hampshire Jeanne Shaheen
(Washington, DC) – U.S. Senator Jeanne Shaheen (D-NH) is reintroducing the Connecticut River Watershed Partnership Act (CRWPA), which would formalize a partnership between federal, state, local and private entities to promote conservation, restoration, education and recreation efforts in the Watershed and establish a voluntary grant program to facilitate these activities. This collaborative effort will benefit fish and wildlife habitats, protect drinking water sources, enhance flood resilience and help promote access to the Watershed’s public spaces, particularly for excluded and marginalized communities. U.S. Representative Jim McGovern (MA-02) leads a companion bill in the House of Representatives.
“The Connecticut River and its watershed are a vibrant part of New England’s landscape, providing habitat for fish and wildlife, supplying safe drinking water for our communities and spurring tourism that contributes to the whole region’s economy,” said Senator Shaheen. “Only by working together at the federal, state and local level can we effectively protect and preserve this critical environmental and economic resource—and that’s just the kind of partnership this legislation would create.”
The Connecticut River, New England’s longest river, drains a 7.2-million-acre watershed across five New England states: Connecticut, Maine, Massachusetts, New Hampshire and Vermont. The Watershed is home to 396 communities and provides multiple environmental and economic benefits to diverse stakeholders and industries, including fisheries, farming, hunting, recreation, boating and tourism. The Silvio O. Conte National Fish and Wildlife Refuge encompasses the entire Watershed and is the only refuge of its kind in the National Wildlife Refuge System.
Specifically, the CRWPA would:
Require the Secretary of Interior to establish a non-regulatory Watershed Partnership Program intended to identify, prioritize and implement restoration and protection activities within the Watershed in consultation with federal, state, local and non-profit stakeholders;
Create a grant and technical assistance program for state and local governments; tribal organizations; nonprofit organizations; institutions of higher education; and other eligible entities for activities in the Watershed;
Implement a 75% Federal cost share for the grant program, except where the Secretary determines a larger cost share is appropriate; and
Ensure other activities conducted by the Secretary in the Watershed would supplement, not supplant activities carried out by the partnership program.
The legislation is supported by a broad coalition of more than 50 public and private organizations throughout New England, including the Connecticut River Watershed Partnership. Along with Shaheen, the legislation is co-sponsored by U.S. Senators Richard Blumenthal (D-CT), Maggie Hassan (D-NH), Ed Markey (D-MA), Chris Murphy (D-CT), Elizabeth Warren (D-MA), Bernie Sanders (I-VT) and Peter Welch (D-VT).
Full bill text is available here.
Shaheen has led efforts to safeguard our natural environment and invest in climate resiliency while boosting New Hampshire’s recreation economy. Shaheen led the bipartisan Outdoor Recreation Jobs and Economic Impact Act into law to require the federal government to measure the impact of the outdoor recreation on the economy. In November 2024, Shaheen applauded the release of an annual report showing a $1.2 trillion economic contribution by the outdoor recreation sector in 2023, including $3.9 billion in New Hampshire. Shaheen also helped reintroduce the Ski Hill Resources for Economic Development (SHRED) Act to fuel investment in outdoor recreation in national forests that benefits mountain communities.
Shaheen has also led efforts to help secure full funding and permanent authorization for the Land and Water Conservation Fund (LWCF), which has helped protect more than 2.5 million acres of land and supported tens of thousands of state and local outdoor recreation projects throughout the nation. In 2020, Shaheen helped lead the Great American Outdoors Act into law to permanently fund the LWCF and provide mandatory funding for deferred maintenance on public lands.

MIL OSI USA News –

May 15, 2025
MIL-OSI USA: Senator Murray, WA Broadband Office, Digital Equity Advocates Slam Trump for Ripping Away Resources to Close Digital Divide

US Senate News:

Source: United States Senator for Washington State Patty Murray
ICYMI: Senator Murray Blasts Trump’s Attack on Resources to Close Digital Divide: “Republicans Will Have to Explain Why Middle Schoolers in Rural Districts Shouldn’t Get Laptops”
Murray first authored and introduced the Digital Equity Act in 2019 and got it passed into law as part of the Bipartisan Infrastructure Law
***WATCH FULL PRESS CONFERENCE HERE; DOWNLOAD HERE***
Washington, D.C. — Today, U.S. Senator Patty Murray (D-WA), Vice Chair of the Senate Appropriations Committee, and author of the Digital Equity Act, held a virtual press conference in response to President Trump illegally blocking funding from the Digital Equity Act after falsely attacking the law as “racist” and “unconstitutional.” Murray first authored and introduced the Digital Equity Act in 2019 and got it passed into law as part of the Bipartisan Infrastructure Law. Joining Senator Murray for the call were Aaron Wheeler, Director of the Washington State Broadband Office, and Angela Siefer, Executive Director of the National Digital Inclusion Alliance (NDIA).
Senator Murray’s Digital Equity Act passed with overwhelming bipartisan support in 2022 and provides $2.75 billion to help cities, states, and Tribes close the digital divide by providing individuals and communities with the skills, supports, and technologies necessary to take full advantage of a broadband internet connection—from helping seniors get online to ensuring students in every classroom have the tools they need to succeed.
“A President cannot overrule a law—period. And certainly not through a tweet. But that hasn’t stopped this administration from illegally blocking the funding from the Digital Equity Act to all 50 states. I passed this law in 2021 as a part of the Bipartisan Infrastructure Law—and I actually first introduced the bill in 2019 to help close the digital divide, even before COVID,” said Senator Murray. “I worked hard and built a massive coalition of support for the Digital Equity Act and I worked really hard to make sure Republicans would be on board too—Senator Portman from Ohio co-led the bill with me. And guess what? Digital Equity passed with overwhelming bipartisan support. And that’s because my Republican colleagues have heard the same stories as I have—like kids in rural communities forced to drive to McDonalds parking lots for Wi-Fi to do their homework… It is insane—absolutely nuts—that Trump is blocking resources to help make sure kids in rural school districts can get hotspots or laptops, all because he doesn’t like the word equity! This administration’s deranged obsession with forcing extremist right-wing culture wars on all of us is not an acceptable or legal reason to deny states access to these funds.”
“Canceling contracts related to Washington State’s $15.9 million Digital Equity Capacity Grant will severely hinder our efforts to close the digital divide,” said Aaron Wheeler, Director of the Washington State Broadband Office. “Cutting this vital program will expose millions of Washington residents to cyber risks, weaken the economic framework of Washington’s communities, and set back educational and workforce opportunities. And the long-term costs of security breaches, cyber theft and public trust will outweigh any short-term budget savings… Our team had just awarded our Advanced Cybersecurity Literacy Program grant to begin the state’s efforts to develop a curriculum that would have rolled out across the state to help educate and protect vulnerable individuals who are often targets of online scams. Then we got the federal notice that our grant had been canceled. We have all seen stories about victims of these complex online crimes and the impact they can have when they fall victim to online fraud. Our cybersecurity work would have helped prevent this by providing education about the online risks everyone faces. The program would have provided the tools people need to avoid these scams.”
“The Digital Equity Act passed with overwhelming bipartisan support in Congress to help close the digital divide in rural, urban, and Tribal communities. Fifty states and six territories are counting on these funds to implement essential programs, and that work is already underway. NDIA is one of 65 projects recommended for award, and our subgrantees were prepared to launch 13 programs in 11 states beginning on March 1. NDIA’s shovel-ready projects alone would have supported over 30,000 people in applying for jobs, talking to their doctors, completing homework assignments, and learning to avoid online scams. We are grateful to Senator Murray for standing up for this vital work and the communities that cannot afford to be left behind,” said Angela Siefer, Executive Director of the National Digital Inclusion Alliance (NDIA).
Senator Murray first introduced the Digital Equity Act in 2019 and worked hard to build a robust coalition of 100+ organizations to secure strong bipartisan consensus and support for her legislation, ultimately passing it into law as a part of the Bipartisan Infrastructure Law. Senator Murray’s Digital Equity Act provided $2.75 billion to establish three federal grant programs, administered by the NTIA, to promote digital equity nationwide by:
Building Capacity within States through Formula Grants: Creates a five-year $300 million per year formula grant program for all 50 States, the District of Columbia, and Puerto Rico to fund the creation and implementation of comprehensive digital equity plans in each State.
Spurring Targeted Action through Competitive Grants: Creates a five-year $250 million per year competitive grant program to support digital inclusion projects undertaken by individual groups, coalitions, and/or communities of interest.
Supporting Research and Evidence-Based Policymaking: Tasks NTIA with evaluating digital equity projects and providing policymakers at the local, state, and federal levels with detailed information about which projects are most effective.
Digital equity funds can be used in all kinds of ways to support Washington state families and our economy:
Workforce: supporting the work of local workforce boards, community and technical colleges, and community-based organizations by increasing access to devices across underserved populations, increasing the digital skills of Washington’s current and future workforce, and by increasing the accessibility of state and local resources to workers.
Education: supporting Washington’s public schools, community and technical colleges, and community-based organizations as they work to integrate technology literacy and fluency in their curriculum, reducing barriers and advancing access to technology, including digital devices, internet connection, and digital skills training.
Health Care: supporting the Washington Department of Health and the Washington State Health Care Authority in expanding opportunities for Washingtonians to access telehealth services, reducing the need to travel long distances in rural areas for preventative and specialist care. Additionally, the digital equity funds could be used to work with partner organizations to expand the availability and awareness of culturally sensitive and linguistically accessible online healthcare resources and services.
And much more.
Senator Murray’s remarks, as delivered, are below and HERE:
“Thank you everyone for joining. I wish we didn’t need to have this call today, but as usual President Trump is spouting off about something he has no clue about—and he’s making it everyone else’s problem.
“Last week, on a Thursday afternoon President Trump suddenly decided to ‘declare’ the Digital Equity Act, a bipartisan law that I wrote, unconstitutional. Needless to say, a President cannot overrule a law—period. And certainly not through a tweet. But that hasn’t stopped this administration from illegally blocking the funding from the Digital Equity Act to all 50 states.
“I passed this law in 2021 as a part of the Bipartisan Infrastructure Law—and I actually first introduced the bill in 2019 to help close the digital divide, even before COVID.
“I remember being in Forks Washington back in 2019, a very remote part of my state on the Olympic Peninsula talking about this bill. A local math teacher told me when it came to high-speed internet and digital resources, they felt like Port Townsend in the 1890s waiting for rail—for anyone who’s not familiar, the train never did make it over the mountains to Port Townsend. But I was determined to not let history repeat itself with high-speed internet.
“So, I worked hard and built a massive coalition of support for the Digital Equity Act and I worked really hard to make sure Republicans would be on board too—Senator Portman from Ohio co-led the bill with me.
“And guess what? Digital Equity passed with overwhelming bipartisan support. And that’s because my Republican colleagues have heard the same stories as I have—like kids in rural communities forced to drive to McDonalds parking lots for Wi-Fi to do their homework. That shouldn’t happen in America!
“Everyone agrees the federal government has a role to play in closing the digital divide. This isn’t a partisan issue. That’s why we saw public statements of support for Digital Equity dollars from Democrats and Republicans.
“Every single state—all 50 of them—submitted a plan to the Biden administration to qualify for Digital Equity dollars, outlining exactly how they would use these funds and why they needed them.
“Not a single Republican governor in 2024 felt the law was unconstitutional then—certainly none of them thought it was ‘racist’ or ‘illegal’ like the President is saying.
“That’s why people as conservative as the Republican governors of Montana and Ohio were touting Digital Equity dollars. Even Kristi Noem’s administration made certain to plaster her name all over the digital equity plan they submitted to the Biden administration.
“Everyone wanted Digital Equity dollars—and listen, call it digital equity or digital opportunity, the money does the same thing! So why is the President all of a sudden doing this?
“It is insane—absolutely nuts—that Trump is blocking resources to help make sure kids in rural school districts can get hotspots or laptops, all because he doesn’t like the word equity!
“This administration’s deranged obsession with forcing extremist right-wing culture wars on all of us is not an acceptable or legal reason to deny states access to these funds.
“Whether it’s helping veterans in Ohio navigate the VA benefits available to them online or making sure seniors in rural Texas can access telehealth resources—Trump is stealing from every state in America.
“Democrats will fight this every step of the way, but my Republican colleagues will need to explain to their constituents why middle schoolers in rural districts shouldn’t get laptops.
“With that, I’m glad to turn it over to Aaron Wheeler who knows better than anyone that Digital Equity dollars will help everyone—in every community, in every part of Washington state.”

MIL OSI USA News –

May 15, 2025
MIL-OSI USA: Following Grassley Oversight, CMS Takes Action on Rural Hospital Demonstration Program

US Senate News:

Source: United States Senator for Iowa Chuck Grassley
WASHINGTON – Sen. Chuck Grassley (R-Iowa) welcomed an action by the Centers for Medicare and Medicaid Services (CMS) to fill 10 available spaces in its Rural Community Hospital Demonstration (RCHD) program. Citing the program’s efficacy and qualifying hospitals’ interest, Grassley has spent years pushing CMS to open RCHD applications and fill empty slots.
At a Senate Finance Committee nomination hearing in March, Grassley pressed Dr. Mehmet Oz, then-nominee to be CMS Administrator, to protect and support access to rural health care, including a specific request to fill RCHD slots.
“I’m glad to see CMS fill these slots and give more rural hospitals a chance to thrive. Through this program, rural hospitals will have a better opportunity to keep their doors open and continue providing needed services for their local communities. This fight is not over, and Congress must continue pushing to support rural health care in America,” Grassley said.
Background:
The RCHD program boosts financial viability for rural hospitals that are too large to be Critical Access Hospitals and too small to benefit from Medicare’s hospital inpatient prospective payment system. Congress created the RCHD in 2003 and has reauthorized it three times. Currently, there are four Iowa hospitals participating in RCHD.
Grassley’s Continued Advocacy:
In 2023, Grassley secured a commitment from then-Health and Human Services (HHS) Secretary Xavier Becerra that his agency would “do more” to support struggling rural hospitals. Grassley followed up by urging CMS to open RCHD spots. At Grassley’s request, CMS spoke with Iowa facilities looking to participate in the RCHD program.
However, after months of inaction by the Biden administration, Grassley questioned Secretary Becerra about his failure to fill program openings and penned a letter with Sen. Cindy Hyde-Smith (R-Miss.) reminding CMS it should be wielding every tool available to help rural hospitals.
-30-

MIL OSI USA News –

May 15, 2025
MIL-OSI: Medallion Bank Announces Launch of Series G Preferred Stock Offering

Source: GlobeNewswire (MIL-OSI)

NEW YORK, May 14, 2025 (GLOBE NEWSWIRE) — Medallion Bank (Nasdaq: MBKNP), an FDIC-insured bank providing consumer loans for the purchase of recreational vehicles, boats, and home improvements, along with loan origination services to fintech strategic partners, announced today that it has launched a public offering of shares of its Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, par value $1.00 per share, with a liquidation amount of $25 per share (the “Series G Preferred Stock”). Medallion Bank’s Series G Preferred Stock is expected to trade on the Nasdaq Capital Market under the ticker symbol “MBNKO.” Medallion Bank is and will remain a wholly owned subsidiary of Medallion Financial upon completion of the offering.

Medallion Bank expects to grant the underwriters a 30-day option to purchase additional shares of the Series G Preferred Stock solely to cover over-allotments, if any.

Medallion Bank intends to use the net proceeds from this offering for general corporate purposes, which may include, among other things, increasing Medallion Bank’s capital levels, growing its consumer loan portfolios or redeeming some or all of its outstanding Series F Non-Cumulative Perpetual Preferred Stock (the “Series F Preferred Stock”), subject to the prior approval of the Federal Deposit Insurance Corporation.

Piper Sandler & Co. and Lucid Capital Markets, LLC are acting as joint book-running managers. A.G.P./Alliance Global Partners, B. Riley Securities, Inc., InspereX LLC, Ladenburg Thalmann & Co. Inc., Muriel Siebert & Co., LLC, Wedbush Securities Inc., and William Blair & Company, L.L.C. are acting as lead managers.

The offering of the Medallion Bank’s Series G Preferred Stock is exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 3(a)(2) of that Act and will be made only by means of an offering circular. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The securities are neither insured nor approved by the Federal Deposit Insurance Corporation or any other Federal or state regulatory body.

The preliminary offering circular relating to the offering is available at medallionbankoffering.com. In addition, copies of the preliminary offering circular may also be obtained from: Piper Sandler & Co.; Attn: Debt Capital Markets, 1 Greenwich Plaza, 1^st Floor, Suite 111, Greenwich, CT 06830, or by email at fsg-dcm@psc.com.

About Medallion Bank

Medallion Bank specializes in providing consumer loans for the purchase of recreational vehicles, boats, and home improvements, along with loan origination services to fintech strategic partners. The Bank works directly with thousands of dealers, contractors and financial service providers serving their customers throughout the United States. Medallion Bank is a Utah-chartered, FDIC-insured industrial bank headquartered in Salt Lake City and is a wholly owned subsidiary of Medallion Financial Corp.

This press release contains “forward-looking statements”, which reflect Medallion Bank’s current views with respect to future events and which address matters that are, by their nature, inherently uncertain and beyond Medallion Bank’s control. These statements are often, but not always, made through the use of words or phrases such as “expect” and “intend” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These statements relate to the offering of shares of the Series G Preferred Stock, the anticipated use of the net proceeds by Medallion Bank and the grant to the underwriters of an option to purchase additional shares of the Series G Preferred Stock. No assurance can be given that the transaction discussed above will be completed on the terms described, or at all, or that Medallion Bank will decide to redeem its Series F Preferred Stock or, if it does, the amount to be redeemed and the timing of redemption and required regulatory approval. Completion of the offering on the terms described, including the grant of the option to the underwriters, and the application of net proceeds, are subject to numerous conditions, many of which are beyond the control of Medallion Bank. Medallion Bank undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For a description of certain risks to which Medallion Bank is or may be subject, please refer to the factors discussed under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors,” in Medallion Bank’s Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

This press release does not constitute a notice of redemption with respect to the Series F Preferred Stock. If Medallion Bank decides to redeem the Series F Preferred Stock, it intends to announce its decision by press release and an appropriate notice of redemption during the applicable notice window.

Company Contact:
Investor Relations
212-328-2176
InvestorRelations@medallion.com

The MIL Network –

May 15, 2025

MIL-OSI: Red Cat Reports Financial Results for First Quarter 2025 and Provides Corporate Update

Source: GlobeNewswire (MIL-OSI)

SAN JUAN, Puerto Rico, May 14, 2025 (GLOBE NEWSWIRE) — Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or the “Company”), a drone technology company integrating robotic hardware and software for military, government, and commercial operations, reports its financial results for the first quarter ended March 31, 2025 and provides a corporate update.

Recent Operational Highlights

Announced the expansion of our multi-domain Family of Systems with a new line of Unmanned Surface Vessels (USVs). This strategic move marks Red Cat’s official entry into the rapidly evolving maritime autonomy market and reinforces its position as a provider of comprehensive, interoperable unmanned systems for air, land, and sea operations.
Expanded our Red Cat Futures Industry Consortium to include Palantir and Palladyne to boost AI capabilities in contested environments, including visual navigation.
Introducing Black Widow™ and Edge 130 drones to the Latin American market at LAAD 2025 in Rio De Janeiro, Brazil in April 2025.
Introduced our Black Widow™ short-range reconnaissance drone and Edge 130 Tricopter to the Middle East market at the International Defense Exhibition and Conference in Abu Dhabi, UAE, Feb 17-21, 2025.
Introduced Black Widow™ to the Asia Pacific Market at the AISSE conference in Putrajaya, Malaysia in January 2025.
Announced that the Black Widow drone and FlightWave Edge 130 were included on the list of 23 platforms and 14 unique components and capabilities selected as winners of the Blue UAS Refresh. The platforms will undergo National Defense Authorization Act (NDAA) verification and cyber security review with the ultimate goal of joining the Blue UAS List.
Partnered with Palantir to deploy Warp Speed, Palantir’s manufacturing OS. This collaboration will transform our supply and manufacturing operations with Palantir’s AI enabled monitoring, process flow enhancement and comprehensive data analysis. Palantir’s Warp Speed will optimize Red Cat’s production and streamline its supply chain, change management, and quality assurance, ultimately reducing costs and improving margins.

First Quarter 2025 Financial Highlights

Quarterly Revenue of $1.7 million
Ended the quarter with cash and accounts receivable of $9.3 million
In addition, closed funding of $30.0 million subsequent to quarter end
Reiterate 2025 annual revenue guidance of $80 to $120 million for calendar year 2025, which consists of:
- $25 to $65 million in SRR-related Black Widow sales
- $25 million in Non-SRR Black Widow sales
- $25 million in Edge 130 sales
- $5m in Fang FPV sales

“Red Cat’s momentum continues to build as we execute on our strategy to deliver advanced, AI-enabled unmanned systems across air, land, and sea,” said Jeff Thompson, Red Cat CEO. “Our partnership with Palantir to deploy Warp Speed is optimizing our manufacturing and cost efficiency, while our expansion into maritime autonomy with Unmanned Surface Vessels significantly expands our Family of Systems. A strong balance sheet bolstered by a recent $30 million capital raise positions us strongly to meet growing domestic and international demand in the second half of 2025.”

“Our balance sheet remains strong as we transition to production and delivery of our new Black Widow drones,” said Chris Ericson, Red Cat CFO. “We have bolstered our quarter-end cash and receivables of $9 million with an additional $30 million from a capital raise executed soon after quarter-end. This liquidity has given us ample strength and ability to expand manufacturing to meet the impending demands of the U.S. Army’s SRR program and international opportunities for the second half of 2025.”

Conference Call Today

CEO Jeff Thompson and CFO Chris Ericson will host an earnings conference call at 4:30 p.m. ET on Wednesday, May 14, 2025, to review financial results and provide an update on corporate developments. Following management’s formal remarks, there will be a question-and-answer session. Interested parties can attend the conference call through a live webcast that can be accessed at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=OqffyYp4

About Red Cat Holdings, Inc.

Red Cat (Nasdaq: RCAT) is a drone technology company integrating robotic hardware and software for military, government, and commercial operations. Through two wholly owned subsidiaries, Teal Drones and FlightWave Aerospace, Red Cat has developed a Family of Systems. This includes the Black Widow™, a small unmanned ISR system that was awarded the U.S. Army’s Short Range Reconnaissance (SRR) Program of Record contract. The Family of Systems also includes TRICHON™, a fixed-wing VTOL for extended endurance and range, and FANG™, the industry’s first line of NDAA-compliant FPV drones optimized for military operations with precision strike capabilities. Learn more at www.redcat.red.

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Red Cat Holdings, Inc.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the Form 10-K filed with the Securities and Exchange Commission on July 27, 2023. Forward-looking statements contained in this announcement are made as of this date, and Red Cat Holdings, Inc. undertakes no duty to update such information except as required under applicable law.

Contact:

INVESTORS:
E-mail: Investors@redcat.red

NEWS MEDIA:
Phone: (347) 880-2895
Email: peter@indicatemedia.com


RED CAT HOLDINGS
Condensed Consolidated Balance Sheets

		March 31,			December 31,
		2025			2024
ASSETS

Cash	$	7,722,410		$	9,154,297
Accounts receivable, net		1,554,295			489,316
Inventory, including deposits		17,107,860			13,592,900
Intangible assets including goodwill, net		25,718,450			26,124,133
Other		7,552,833			6,243,621

TOTAL ASSETS	$	59,655,848		$	55,604,267

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued expenses	$	2,712,333		$	3,289,634
Debt obligations		350,000			350,000
Customer deposits		220,517			227,484
Operating lease liabilities		2,329,194			1,617,596
Convertible notes payable		25,132,556			—
Total liabilities		30,744,600			5,484,714

Stockholders’ capital		176,779,302			174,864,256
Accumulated deficit/comprehensive loss		(147,868,054	)		(124,744,703	)
Total stockholders’ equity		28,911,248			50,119,553
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	59,655,848		$	55,604,267

Condensed Consolidated Statements of Operations

	Three months ended March 31,
	2025			2024
Revenues	$	1,629,662		$	6,614,029

Cost of goods sold		2,480,072			5,492,825

Gross (loss) profit		(850,410	)		1,121,204

Operating Expenses
Research and development		3,432,593			2,669,502
Sales and marketing		3,314,748			1,410,506
General and administrative		4,880,448			3,084,495
Total operating expenses		11,627,789			7,164,503
Operating loss		(12,478,199	)		(6,043,299	)

Other expense (income)		10,645,152			(635,676	)

Net loss from continuing operations		(23,123,351	)		(5,407,623	)

Loss from discontinued operations		—			(1,373,457	)
Net loss	$	(23,123,351	)	$	(6,781,080	)

Loss per share – basic and diluted	$	(0.27	)	$	(0.09	)

Weighted average shares outstanding – basic and diluted		85,505,520			74,204,622


Condensed Consolidated Statements of Cash Flows

		Three months ended March 31,
		2025			2024
Cash Flows from Operating Activities
Net loss from continuing operations	$	(23,123,351	)	$	(5,407,623	)
Non-cash expenses		12,886,204			1,129,679
Changes in operating assets and liabilities		(5,670,590	)		(97,316	)
Net cash used in operating activities		(15,907,737	)		(4,375,260	)

Cash Flows from Investing Activities
Proceeds from divestiture of consumer segment		—			1,000,000
Purchases of property and equipment		(273,103	)		(75,991	)
Net cash (used in) provided by investing activities		(273,103	)		924,009

Cash Flows from Financing Activities
Proceeds from issuance of convertible notes payable, net		14,432,879			—
Proceeds from exercise of stock options		316,074			—
Payments of debt obligations, net		—			(147,147	)
Net cash provided by (used in) financing activities		14,748,953			(147,147	)

Net cash used in discontinued operations		—			(194,969	)

Net decrease in Cash		(1,431,887	)		(3,793,367	)
Cash, beginning of period		9,154,297			10,245,064
Cash, end of period	$	7,722,410		$	6,451,697

The MIL Network –

May 15, 2025

MIL-OSI: Birchcliff Energy Ltd. Announces Strong Q1 2025 Results and Declares Q2 2025 Dividend

Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, May 14, 2025 (GLOBE NEWSWIRE) — Birchcliff Energy Ltd. (“Birchcliff” or the “Corporation”) (TSX: BIR) is pleased to announce its Q1 2025 financial and operational results.

Chris Carlsen, Birchcliff’s President and Chief Executive Officer, commented: “We are pleased to report strong operational and financial results for the first quarter of 2025, driven by our continued focus on operational excellence and our high-quality asset base. We successfully executed our Q1 capital program, drilling 14 wells and bringing 8 wells onstream, resulting in first quarter average production of 77,363 boe/d. We generated adjusted funds flow⁽¹⁾ of $124.4 million in Q1 2025 (an 88% increase from Q1 2024), driven by increased production and a stronger average realized natural gas sales price, which benefitted from our natural gas market diversification, with approximately 78% of our natural gas volumes realizing U.S. pricing at the Dawn and NYMEX HH markets. We achieved free funds flow⁽¹⁾ of $12.6 million in the first quarter, notwithstanding that approximately 40%⁽²⁾ of our full-year capital budget was invested in Q1 2025 prior to spring break-up. With a substantial portion of our capital program behind us, we expect to generate significant free funds flow during the remainder of the year, which will be allocated primarily towards reducing our total debt⁽³⁾ by approximately 28% from year end 2024⁽⁴⁾ , after the payment of our base dividend. Our 2025 production guidance and capital program are unchanged and we remain focused on capital efficiency improvements, driving down our costs and strengthening our balance sheet.

This year marks a significant milestone for Birchcliff as we celebrate our 20^th anniversary. We extend our gratitude to our dedicated staff, our board of directors and our shareholders for their support over the years. Together, we look forward to a promising future, leveraging our strengths to navigate the evolving market, drive profitable growth and deliver long-term shareholder value.”

Q1 2025 FINANCIAL AND OPERATIONAL HIGHLIGHTS

Delivered average production of 77,363 boe/d (82% natural gas, 10% NGLs, 6% condensate and 2% light oil), a 3% increase from Q1 2024.
Generated adjusted funds flow of $124.4 million, or $0.46 per basic common share⁽⁵⁾, an 88% and 84% increase, respectively, from Q1 2024. Cash flow from operating activities was $126.1 million, a 93% increase from Q1 2024.
Reported net income to common shareholders of $65.7 million, or $0.24 per basic common share, as compared to a net loss to common shareholders of $15.0 million and $0.06 per basic common share in Q1 2024.
Birchcliff’s market diversification contributed to an effective average realized natural gas sales price⁽⁵⁾ of $4.89/Mcf in Q1 2025, which represents a 142% premium to the average benchmark AECO 7A Monthly Index price in the quarter.
Achieved an operating netback⁽⁵⁾ of $17.71/boe, a 38% increase from Q1 2024.
Birchcliff had a very active first quarter capital program, drilling 14 (14.0 net) wells and bringing 8 (8.0 net) wells on production, with F&D capital expenditures totalling $111.8 million in Q1 2025.

Birchcliff’s unaudited interim condensed financial statements for the three months ended March 31, 2025 and related management’s discussion and analysis will be available on its website at www.birchcliffenergy.com and on SEDAR+ at www.sedarplus.ca. Birchcliff’s updated corporate presentation will be available on its website at www.birchcliffenergy.com on May 14, 2025.

______________________________

^{(1) Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.}

^{(2) Based on the mid-point of Birchcliff’s 2025 capital budget of $260 million to $300 million.}

^{(3) Capital management measure. See “Non-GAAP and Other Financial Measures”.}

^{(4) Based on the mid-point of Birchcliff’s total debt guidance range at year end 2025 of $365 million to $405 million and as compared to Birchcliff’s total debt at year end 2024 of $535.6 million.}

^{(5) Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.}

DECLARATION OF Q2 2025 QUARTERLY DIVIDEND

Birchcliff’s board of directors (the “Board”) has declared a quarterly cash dividend of $0.03 per common share for the quarter ending June 30, 2025.
The dividend will be payable on June 30, 2025 to shareholders of record at the close of business on June 13, 2025. The dividend has been designated as an eligible dividend for the purposes of the Income Tax Act (Canada).

EXTENSION OF CREDIT FACILITIES

Subsequent to the end of Q1 2025, Birchcliff’s syndicate of lenders completed its regular semi-annual review of the borrowing base limit under the Corporation’s extendible revolving credit facilities (the “Credit Facilities”).
In connection therewith, the agreement governing the Credit Facilities was amended effective May 7, 2025 to extend the maturity dates of each of the syndicated extendible revolving term credit facility and the extendible revolving working capital facility from May 11, 2027 to May 11, 2028. In addition, the lenders confirmed the borrowing base limit at $850 million. The Credit Facilities do not contain any financial maintenance covenants.

ANNUAL MEETING OF SHAREHOLDERS

Birchcliff’s annual meeting of shareholders is scheduled to take place tomorrow, Thursday, May 15, 2025, at 3:00 p.m. (Mountain Daylight Time) in the McMurray Room at the Calgary Petroleum Club, 319 – 5^th Avenue S.W., Calgary, Alberta.

^{This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. For further information regarding the forward-looking statements and forward-looking information contained herein, see “Advisories – Forward-Looking Statements”. With respect to the disclosure of Birchcliff’s production contained in this press release, production volumes have been disclosed on a “gross” basis, as such term is defined in National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). For further information regarding the disclosure of Birchcliff’s production contained herein, see “Advisories – Production”. In addition, this press release uses various “non-GAAP financial measures”, “non-GAAP ratios” and “capital management measures” as such terms are defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”). Non-GAAP financial measures and non-GAAP ratios are not standardized financial measures under GAAP and might not be comparable to similar financial measures disclosed by other issuers. For further information regarding the non-GAAP and other financial measures used in this press release, see “Non-GAAP and Other Financial Measures”.}

Q1 2025 UNAUDITED FINANCIAL AND OPERATIONAL SUMMARY

	Three months ended		Three months ended
	March 31, 2025		March 31, 2024
OPERATING
Average production
Light oil (bbls/d)	1,795		1,525
Condensate (bbls/d)	4,238		4,765
NGLs (bbls/d)	7,626		7,397
Natural gas (Mcf/d)	382,224		370,288
Total (boe/d)	77,363		75,402
Average realized sales prices (CDN$)
Light oil (per bbl)	95.27		95.24
Condensate (per bbl)	97.98		100.26
NGLs (per bbl)	27.95		27.59
Natural gas (per Mcf)	3.64		2.61
Total (per boe)	28.32		23.80
NETBACK AND COST ($/boe)
Petroleum and natural gas revenue	28.32		23.80
Royalty expense	(2.16	)	(2.11	)
Operating expense	(3.04	)⁽¹⁾	(3.85	)
Transportation and other expense⁽²⁾	(5.41	)	(4.99	)
Operating netback⁽²⁾	17.71		12.85
G&A expense, net	(1.42	)	(1.28	)
Interest expense	(1.27	)	(1.13	)
Lease interest expense	(0.33	)⁽¹⁾	–
Realized gain (loss) on financial instruments	3.18		(0.82	)
Other cash income	–		0.01
Adjusted funds flow⁽²⁾	17.87		9.63
Depletion and depreciation expense	(8.99	)	(8.56	)
Unrealized gain (loss) on financial instruments	3.53		(3.28	)
Other expenses⁽³⁾	(0.48	)	(0.52	)
Deferred income tax (expense) recovery	(2.49	)	0.54
Net income (loss) to common shareholders	9.44		(2.19	)
FINANCIAL
Petroleum and natural gas revenue ($000s)	197,188		163,304
Cash flow from operating activities ($000s)	126,097		65,255
Adjusted funds flow ($000s)⁽⁴⁾	124,413		66,081
Per basic common share ($)⁽²⁾	0.46		0.25
Free funds flow ($000s)⁽⁴⁾	12,594		(36,692	)
Per basic common share ($)⁽²⁾	0.05		(0.14	)
Net income (loss) to common shareholders ($000s)	65,727		(15,035	)
Per basic common share ($)	0.24		(0.06	)
End of period basic common shares (000s)	272,071		268,578
Weighted average basic common shares (000s)	271,614		267,905
Dividends on common shares ($000s)	8,151		26,857
F&D capital expenditures ($000s)⁽⁵⁾	111,819		102,773
Total capital expenditures ($000s)⁽⁴⁾	112,473		103,484
Revolving term credit facilities ($000s)	518,581		428,566
Total debt ($000s)⁽⁶⁾	534,710		443,380

^{(1) Effective July 1, 2024, Birchcliff assumed operatorship of a third-party natural gas processing facility that resulted in the take-or-pay commitment associated with the underlying processing arrangement (the “Gas Processing Lease”) being classified as a lease under IFRS Accounting Standards. Birchcliff’s operating expense and lease interest expense for the three months ended March 31, 2025 include the financial effects of the Gas Processing Lease.}

^{(2) Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.}

^{(3) Includes non-cash items such as compensation, accretion, amortization of deferred financing fees and other gains and losses.}

^{(4) Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.}

^{(5) See “Advisories – F&D Capital Expenditures”.}

^{(6) Capital management measure. See “Non-GAAP and Other Financial Measures”.}

2025 GUIDANCE

Birchcliff is reaffirming its 2025 annual average production guidance of 76,000 to 79,000 boe/d and F&D capital expenditures guidance of $260 million to $300 million.
As a result of the continued volatility in commodity prices driven by the uncertainties surrounding tariffs, global trade tensions and OPEC+ production increases, Birchcliff has lowered its commodity price assumptions for the remainder of 2025 and revised its guidance for adjusted funds flow, free funds flow and total debt accordingly. In addition, the Corporation has lowered its royalty expense guidance for 2025, primarily due to lower oil prices forecasted for the remainder of the year.
Birchcliff expects to significantly strengthen its balance sheet in 2025, with free funds flow (after the payment of dividends) anticipated to be allocated primarily towards debt reduction. Based on its current commodity price assumptions, Birchcliff expects to exit 2025 with total debt of $365 million to $405 million, which represents a 28% reduction from its total debt at year end 2024 of $535.6 million.
The following tables set forth Birchcliff’s updated and previous guidance and commodity price assumptions for 2025, as well as its free funds flow sensitivity:

	Updated 2025 guidance and assumptions – May 14, 2025⁽¹⁾	Previous 2025 guidance and assumptions – March 12, 2025
Production
Annual average production (boe/d)	76,000 – 79,000	76,000 – 79,000
% Light oil	3%	3%
% Condensate	6%	6%
% NGLs	9%	9%
% Natural gas	82%	82%

Average Expenses ($/boe)
Royalty	$1.90 – $2.10	$2.10 – $2.30
Operating	$2.90 – $3.10	$2.90 – $3.10
Transportation and other⁽²⁾	$5.55 – $5.75	$5.55 – $5.75

Adjusted Funds Flow (millions)⁽³⁾	$480	$580

F&D Capital Expenditures (millions)	$260 – $300	$260 – $300

Free Funds Flow (millions)⁽³⁾	$180 – $220	$280 – $320

Total Debt at Year End (millions)⁽⁴⁾	$365 – $405	$265 – $305

Natural Gas Market Exposure
AECO exposure as a % of total natural gas production	23%	23%
Dawn exposure as a % of total natural gas production	41%	41%
NYMEX HH exposure as a % of total natural gas production	35%	35%
Alliance exposure as a % of total natural gas production	1%	1%

Commodity Prices
Average WTI price (US$/bbl)	$61.75⁽⁵⁾	$67.00
Average WTI-MSW differential (CDN$/bbl)	$5.60⁽⁵⁾	$8.80
Average AECO price (CDN$/GJ)	$2.30⁽⁵⁾	$2.20
Average Dawn price (US$/MMBtu)	$3.65⁽⁵⁾	$4.20
Average NYMEX HH price (US$/MMBtu)	$3.95⁽⁵⁾	$4.50
Exchange rate (CDN$ to US$1)	1.41⁽⁵⁾	1.44

Forward eight months’ free funds flow sensitivity⁽⁵⁾⁽⁶⁾	Estimated change to 2025 free funds flow (millions)
Change in WTI US$1.00/bbl	$2.6
Change in NYMEX HH US$0.10/MMBtu	$4.5
Change in Dawn US$0.10/MMBtu	$5.5
Change in AECO CDN$0.10/GJ	$2.4
Change in CDN/US exchange rate CDN$0.01	$3.5

^{(1) Birchcliff’s guidance for its production commodity mix, adjusted funds flow, free funds flow, total debt and natural gas market exposure in 2025 is based on an annual average production rate of 77,500 boe/d in 2025, which is the mid-point of Birchcliff’s annual average production guidance range for 2025. Changes in assumed commodity prices and variances in production forecasts can have an impact on the Corporation’s forecasts of adjusted funds flow and free funds flow and the Corporation’s other guidance, which impact could be material. In addition, any acquisitions or dispositions completed over the course of 2025 could have an impact on Birchcliff’s 2025 guidance and assumptions set forth herein, which impact could be material. For further information regarding the risks and assumptions relating to the Corporation’s guidance, see “Advisories – Forward-Looking Statements”.}

^{(2) Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.}

^{(3) Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.}

^{(4) Capital management measure. See “Non-GAAP and Other Financial Measures”.}

^{(5) Birchcliff’s updated commodity price and exchange rate assumptions and free funds flow sensitivity for 2025 are based on anticipated full-year averages using the Corporation’s anticipated forward benchmark commodity prices and the CDN/US exchange rate as of May 5, 2025, which include settled benchmark commodity prices and the CDN/US exchange rate for the period from January 1, 2025 to April 30, 2025.}

^{(6) Illustrates the expected impact of changes in commodity prices and the CDN/US exchange rate on the Corporation’s updated forecast of free funds flow for 2025, holding all other variables constant. The sensitivity is based on the updated commodity price and exchange rate assumptions set forth in the table above. The calculated impact on free funds flow is only applicable within the limited range of change indicated. Calculations are performed independently and may not be indicative of actual results. Actual results may vary materially when multiple variables change at the same time and/or when the magnitude of the change increases.}

The oil and natural gas industry in Canada, along with other industries, has faced considerable uncertainty in respect of the United States’ evolving trade policy. Although Birchcliff currently anticipates that U.S. tariffs will not have a material impact on its business, this considerable uncertainty makes it impossible to predict what, if any, impacts there might be on the Corporation’s business. Birchcliff will continue to monitor developments in U.S. trade policy, assess any potential impacts on the Corporation’s business and will update its guidance if, as and when appropriate.

Q1 2025 FINANCIAL AND OPERATIONAL RESULTS

Production

Birchcliff’s production averaged 77,363 boe/d in Q1 2025, a 3% increase from Q1 2024. The increase was primarily due to the strong performance of the Corporation’s capital program and the successful drilling of new Montney/Doig wells brought on production since Q1 2024, specifically high-rate natural gas wells in liquids-rich zones in Pouce Coupe and light oil and liquids-rich natural gas wells in Gordondale, partially offset by natural production declines.
Liquids accounted for 18% of Birchcliff’s total production in both Q1 2025 and Q1 2024.

Adjusted Funds Flow and Cash Flow From Operating Activities

Birchcliff’s adjusted funds flow was $124.4 million in Q1 2025, or $0.46 per basic common share, an 88% and 84% increase, respectively, from Q1 2024.
Birchcliff’s cash flow from operating activities was $126.1 million in Q1 2025, a 93% increase from Q1 2024.
The increases were primarily due to higher natural gas revenue, which largely resulted from higher natural gas production in Q1 2025 and a 39% increase in the average realized natural gas sales price Birchcliff received for such production as compared to Q1 2024. Adjusted funds flow and cash flow from operating activities were also positively impacted by a realized gain on financial instruments of $22.2 million in Q1 2025 as compared to a realized loss on financial instruments of $5.6 million in Q1 2024.

Net Income (Loss) to Common Shareholders

Birchcliff reported net income to common shareholders of $65.7 million in Q1 2025, or $0.24 per basic common share, as compared to a net loss to common shareholders of $15.0 million and $0.06 per basic common share in Q1 2024.
The change to a net income position was primarily due to higher adjusted funds flow and an unrealized gain on financial instruments of $24.6 million in Q1 2025 as compared to an unrealized loss on financial instruments of $22.5 million in Q1 2024, partially offset by a deferred income tax expense of $17.3 million in Q1 2025 as compared to a deferred income tax recovery of $3.7 million in Q1 2024.

Capital Activities and Investment

Birchcliff had a very active first quarter capital program, drilling 14 (14.0 net) wells and bringing 8 (8.0 net) wells on production, with F&D capital expenditures totalling $111.8 million in Q1 2025.

Debt and Credit Facilities

Total debt at March 31, 2025 was $534.7 million, a 21% increase from March 31, 2024.
At March 31, 2025, Birchcliff had a balance outstanding under its Credit Facilities of $522.3 million (March 31, 2024: $430.2 million) from available Credit Facilities of $850.0 million (March 31, 2024: $850.0 million), leaving the Corporation with $327.7 million (39%) of unutilized credit capacity after adjusting for outstanding letters of credit and unamortized deferred financing fees.

Natural Gas Market Diversification

Birchcliff’s physical natural gas sales exposure primarily consists of the AECO, Dawn and Alliance markets. In addition, the Corporation has various financial instruments outstanding that provide it with exposure to NYMEX HH pricing.
The following table sets forth Birchcliff’s effective sales, production and average realized sales price for its natural gas and liquids for Q1 2025, after taking into account the Corporation’s financial instruments:

Three months ended March 31, 2025
	Effective sales (CDN$000s)	Percentage of total sales (%)	Effective production (per day)	Percentage of total natural gas production (%)	Percentage of total corporate production (%)	Effective average realized sales price (CDN$)
Market
AECO⁽¹⁾⁽²⁾	16,210	7	82,553 Mcf	22	18	2.18/Mcf
Dawn⁽³⁾	82,094	34	162,982 Mcf	43	35	5.60/Mcf
NYMEX HH⁽¹⁾⁽⁴⁾	69,988	29	136,689 Mcf	35	29	5.69/Mcf
Total natural gas⁽¹⁾	168,292	70	382,224 Mcf	100	82	4.89/Mcf
Light oil	15,391	6	1,795 bbls		2	95.27/bbl
Condensate	37,371	16	4,238 bbls		6	97.98/bbl
NGLs	19,183	8	7,626 bbls		10	27.95/bbl
Total liquids	17,945	30	13,659 bbls		18	58.52/bbl
Total corporate⁽¹⁾	240,237	100	77,363 boe		100	34.50/boe

^{(1) Effective sales and effective average realized sales price on a total natural gas and total corporate basis and for the AECO and NYMEX HH markets are non-GAAP financial measures and non-GAAP ratios, respectively. See “Non-GAAP and Other Financial Measures”.}

^{(2) Birchcliff has short-term physical sales agreements with third-party marketers to sell and deliver into the Alliance pipeline system. All of Birchcliff’s short-term physical Alliance sales and production during Q1 2025 received AECO premium pricing and have therefore been included as effective sales and production in the AECO market.}

^{(3) Birchcliff has agreements for the firm service transportation of an aggregate of 175,000 GJ/d of natural gas on TransCanada PipeLines’ Canadian Mainline, whereby natural gas is transported to the Dawn trading hub in Southern Ontario.}

^{(4) NYMEX HH effective sales and production include financial NYMEX HH/AECO 7A basis swap contracts for an aggregate of 147,500 MMBtu/d at an average contract price of NYMEX HH less US$1.088/MMBtu during Q1 2025.}

^{Birchcliff’s effective average realized sales price for NYMEX HH of CDN$5.69/Mcf (US$3.65/MMBtu) was determined on a gross basis before giving effect to the average NYMEX HH/AECO 7A fixed contract basis differential price of CDN$1.70/Mcf (US$1.088/MMBtu) and includes any realized gains and losses on financial NYMEX HH/AECO 7A basis swap contracts during Q1 2025.}

^{After giving effect to the NYMEX HH/AECO 7A fixed contract basis differential price and including any realized gains and losses on financial NYMEX HH/AECO 7A basis swap contracts during Q1 2025, Birchcliff’s effective average realized net sales price for NYMEX HH was CDN$3.99/Mcf (US$2.56/MMBtu) in Q1 2025.}

The following table sets forth Birchcliff’s physical sales, production, average realized sales price, transportation costs and natural gas sales netback by natural gas market for the periods indicated, before taking into account the Corporation’s financial instruments:

Three months ended March 31, 2025
Natural gas market	Natural gas sales (CDN$000s)	Percentage of natural gas sales (%)	Natural gas production (Mcf/d)	Percentage of natural gas production (%)	Average realized natural gas sales price (CDN$/Mcf)	Natural gas transportation costs⁽¹⁾ (CDN$/Mcf)	Natural gas sales netback⁽²⁾ (CDN$/Mcf)
AECO	42,368	34	215,026	56	2.19	0.46	1.73
Dawn	82,094	65	162,982	43	5.60	1.55	4.05
Alliance⁽³⁾	769	1	4,216	1	2.03	–	2.03
Total	125,231	100	382,224	100	3.64	0.92	2.72
Three months ended March 31, 2024
Natural gas market	Natural gas sales (CDN$000s)	Percentage of natural gas sales (%)	Natural gas production (Mcf/d)	Percentage of natural gas production (%)	Average realized natural gas sales price (CDN$/Mcf)	Natural gas transportation costs⁽¹⁾ (CDN$/Mcf)	Natural gas sales netback⁽²⁾ (CDN$/Mcf)
AECO	38,639	44	195,141	53	2.19	0.40	1.79
Dawn	45,198	51	161,667	44	3.07	1.41	1.66
Alliance⁽³⁾	4,185	5	13,480	3	3.41	–	3.41
Total	88,022	100	370,288	100	2.61	0.83	1.78

^{(1) Reflects costs to transport natural gas from the field receipt point to the delivery sales trading hub.}

^{(2) Natural gas sales netback denotes the average realized natural gas sales price less natural gas transportation costs.}

^{(3) Birchcliff has short-term physical sales agreements with third-party marketers to sell and deliver into the Alliance pipeline system. Alliance sales are indexed to the AECO 5A benchmark index price and are recorded net of transportation tolls.}

OPERATIONAL UPDATE

Birchcliff’s 2025 capital budget of $260 million to $300 million includes the drilling of 25 (25.0 net) wells and the bringing on production of 26 (26.0 net) wells in 2025. Year-to-date, the Corporation has drilled 15 (15.0 net) wells and brought 12 (12.0 net) wells on production.
In the first quarter of 2025, Birchcliff delivered strong execution metrics, building on the operational momentum and key learnings from a successful capital program in 2024. Birchcliff’s teams continue to demonstrate a steadfast focus on execution, operational efficiency and disciplined cost management. Birchcliff’s purposeful execution is helping to strengthen its performance and position the business for sustainable growth through the remainder of the year and in the long-term.

Pouce Coupe

Birchcliff completed the drilling of its 5-well 04-05 pad in December 2024 and the wells were turned over to production through Birchcliff’s permanent facilities in early March 2025. This pad targeted high-rate natural gas wells in the Lower Montney. The wells have shown strong production rates exhibiting low declines as highlighted in the table below, which summarizes the aggregate and average production rates for the wells from the pad:

5-Well 04-05 Pad IP Rates

		Wells: IP 30⁽¹⁾	Wells: IP 60⁽¹⁾
Aggregate production rate (boe/d)		6,130	5,578
	Aggregate natural gas production rate (Mcf/d)	34,691	31,864
	Aggregate condensate production rate (bbls/d)	348	267
Average per well production rate (boe/d)		1,226	1,116
	Average per well natural gas production rate (Mcf/d)	6,938	6,373
	Average per well condensate production rate (bbls/d)	70	53
Condensate-to-gas ratio (bbls/MMcf)		10	8

_{(1) Represents the cumulative volumes for each well measured at the wellhead separator for the 30 or 60 days (as applicable) of production immediately after each well was considered stabilized after producing fracture treatment fluid back to surface in an amount such that flow rates of hydrocarbons became reliable. The natural gas volumes represent raw natural gas volumes as opposed to sales gas volumes. See “Advisories – Initial Production Rates”.}

Completions operations on Birchcliff’s 3-well 07-10 pad were finished in March 2025 and the wells were turned over to production through the Corporation’s permanent facilities in April 2025. This pad targeted condensate-rich natural gas wells in the Lower Montney.
Completions operations on Birchcliff’s 4-well 05-19 pad were finished in April 2025 and flowback operations were recently completed. The wells are currently scheduled to be turned over to production through the Corporation’s permanent facilities later in May 2025. This pad targeted condensate-rich natural gas wells in the Lower Montney.
Completions operations are underway on Birchcliff’s 4-well 03-06 pad and the wells are currently scheduled to be turned over to production through the Corporation’s permanent facilities in June 2025. This pad targeted condensate-rich natural gas wells in the Lower Montney.
In the second half of April 2025, Birchcliff successfully completed the first phase of its planned turnaround at its Pouce Coupe gas plant. The second phase of the turnaround is well underway and is expected to be completed shortly.

Gordondale

Completions operations on Birchcliff’s 4-well 02-27 pad were finished in March 2025 and the wells were turned over to production through the Corporation’s permanent facilities in May 2025. This pad targeted condensate-rich natural gas wells in the Lower Montney.

Elmworth

As previously disclosed in its March 12, 2025 press release, Birchcliff completed a horizontal Montney land retention well in February 2025 and performed a 10.5 day flow test on the well.
Birchcliff continues to progress the formal planning for the construction of a proposed 100% owned and operated 80 MMcf/d natural gas processing plant in Elmworth. In the second half of March 2025, Birchcliff held an open house in the area to discuss its proposed plans for the area with community residents.

ABBREVIATIONS

AECO	benchmark price for natural gas determined at the AECO ‘C’ hub in southeast Alberta
bbl	barrel
bbls	barrels
bbls/d	barrels per day
boe	barrel of oil equivalent
boe/d	barrel of oil equivalent per day
condensate	pentanes plus (C5+)
F&D	finding and development
G&A	general and administrative
GAAP	generally accepted accounting principles for Canadian public companies, which are currently IFRS Accounting Standards
GJ	gigajoule
GJ/d	gigajoules per day
HH	Henry Hub
IFRS	International Financial Reporting Standards as issued by the International Accounting Standards Board
IP	initial production
Mcf	thousand cubic feet
Mcf/d	thousand cubic feet per day
MMBtu	million British thermal units
MMBtu/d	million British thermal units per day
MMcf	million cubic feet
MMcf/d	million cubic feet per day
MSW	price for mixed sweet crude oil at Edmonton, Alberta
NGLs	natural gas liquids consisting of ethane (C2), propane (C3) and butane (C4) and specifically excluding condensate
NYMEX	New York Mercantile Exchange
OPEC	Organization of the Petroleum Exporting Countries
OPEC+	OPEC plus certain other oil-producing countries
Q	quarter
WTI	West Texas Intermediate, the reference price paid in U.S. dollars at Cushing, Oklahoma, for crude oil of standard grade
000s	thousands
$000s	thousands of dollars

NON-GAAP AND OTHER FINANCIAL MEASURES

This press release uses various “non-GAAP financial measures”, “non-GAAP ratios” and “capital management measures” (as such terms are defined in NI 52-112), which are described in further detail below.

Non-GAAP Financial Measures

NI 52-112 defines a non-GAAP financial measure as a financial measure that: (i) depicts the historical or expected future financial performance, financial position or cash flow of an entity; (ii) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity; (iii) is not disclosed in the financial statements of the entity; and (iv) is not a ratio, fraction, percentage or similar representation. The non-GAAP financial measures used in this press release are not standardized financial measures under GAAP and might not be comparable to similar measures presented by other companies. Investors are cautioned that non-GAAP financial measures should not be construed as alternatives to or more meaningful than the most directly comparable GAAP financial measures as indicators of Birchcliff’s performance. Set forth below is a description of the non-GAAP financial measures used in this press release.

Adjusted Funds Flow and Free Funds Flow

Birchcliff defines “adjusted funds flow” as cash flow from operating activities before the effects of decommissioning expenditures, retirement benefit payments and changes in non-cash operating working capital. Birchcliff eliminates settlements of decommissioning expenditures from cash flow from operating activities as the amounts can be discretionary and may vary from period to period depending on its capital programs and the maturity of its operating areas. The settlement of decommissioning expenditures is managed with Birchcliff’s capital budgeting process which considers available adjusted funds flow. Birchcliff eliminates retirement benefit payments from cash flow from operating activities as such payments reflect costs for past service and contributions made by eligible executives under the Corporation’s post-employment benefit plan, which are not indicative of the current period. Changes in non-cash operating working capital are eliminated in the determination of adjusted funds flow as the timing of collection and payment are variable and by excluding them from the calculation, the Corporation believes that it is able to provide a more meaningful measure of its operations and ability to generate cash on a continuing basis. Management believes that adjusted funds flow assists management and investors in assessing Birchcliff’s financial performance after deducting all operating and corporate cash costs, as well as its ability to generate the cash necessary to fund sustaining and/or growth capital expenditures, repay debt, settle decommissioning obligations, buy back common shares and pay dividends.

Birchcliff defines “free funds flow” as adjusted funds flow less F&D capital expenditures. Management believes that free funds flow assists management and investors in assessing Birchcliff’s ability to generate shareholder value and returns through a number of initiatives, including, but not limited to, debt repayment, common share buybacks, the payment of common share dividends, acquisitions and other opportunities that would complement or otherwise improve the Corporation’s business and enhance long-term shareholder value.

The most directly comparable GAAP financial measure to adjusted funds flow and free funds flow is cash flow from operating activities. The following table provides a reconciliation of cash flow from operating activities to adjusted funds flow and free funds flow for the periods indicated:

	Three months ended				Twelve months ended
	March 31,				December 31,
($000s)	2025		2024		2024
Cash flow from operating activities	126,097		65,255		203,710
Change in non-cash operating working capital	(2,194	)	(13,163	)	17,269
Decommissioning expenditures	510		138		1,964
Retirement benefit payments	–		13,851		13,851
Adjusted funds flow	124,413		66,081		236,794
F&D capital expenditures	(111,819	)	(102,773	)	(273,084	)
Free funds flow	12,594		(36,692	)	(36,290	)

Birchcliff has disclosed in this press release forecasts of adjusted funds flow and free funds flow for 2025, which are forward-looking non-GAAP financial measures. See “2025 Guidance”. The equivalent historical non-GAAP financial measures are adjusted funds flow and free funds flow for the twelve months ended December 31, 2024. Birchcliff anticipates the forward-looking non-GAAP financial measures for adjusted funds flow and free funds flow disclosed herein will be higher than their respective historical amounts, primarily due to higher anticipated benchmark natural gas prices in 2025 as compared to 2024. The commodity price assumptions on which the Corporation’s guidance is based are set forth under the heading “2025 Guidance”.

Transportation and Other Expense

Birchcliff defines “transportation and other expense” as transportation expense plus marketing purchases less marketing revenue. Birchcliff may enter into certain marketing purchase and sales arrangements with the objective of reducing any unused transportation or fractionation fees associated with its take-or-pay commitments and/or increasing the value of its production through value-added downstream initiatives. Management believes that transportation and other expense assists management and investors in assessing Birchcliff’s total cost structure related to transportation and marketing activities. The most directly comparable GAAP financial measure to transportation and other expense is transportation expense. The following table provides a reconciliation of transportation expense to transportation and other expense for the periods indicated:

	Three months ended				Twelve months ended
	March 31,				December 31,
($000s)	2025		2024		2024
Transportation expense	37,519		36,625		149,534
Marketing purchases	14,910		7,111		51,496
Marketing revenue	(14,748	)	(9,468	)	(54,069	)
Transportation and other expense	37,681		34,268		146,961

Operating Netback

Birchcliff defines “operating netback” as petroleum and natural gas revenue less royalty expense, operating expense and transportation and other expense. Operating netback is a key industry performance indicator and one that provides investors with information that is commonly presented by other oil and natural gas producers. Management believes that operating netback assists management and investors in assessing Birchcliff’s operating profits after deducting the cash costs that are directly associated with the sale of its production, which can then be used to pay other corporate cash costs or satisfy other obligations. The following table provides a breakdown of Birchcliff’s operating netback for the periods indicated:

Three months ended ($000s)	March 31, 2025		March 31, 2024
P&NG revenue	197,188		163,304
Royalty expense	(15,039	)	(14,467	)
Operating expense	(21,133	)	(26,427	)
Transportation and other expense	(37,681	)	(34,268	)
Operating netback	123,335		88,142

Total Capital Expenditures

Birchcliff defines “total capital expenditures” as exploration and development expenditures less dispositions plus acquisitions (if any) and plus administrative assets. Management believes that total capital expenditures assists management and investors in assessing Birchcliff’s overall capital cost structure associated with its petroleum and natural gas activities. The most directly comparable GAAP financial measure to total capital expenditures is exploration and development expenditures. The following table provides a reconciliation of exploration and development expenditures to total capital expenditures for the periods indicated:

Three months ended ($000s)	March 31, 2025	March 31, 2024
Exploration and development expenditures⁽¹⁾	111,819	102,773
Dispositions	–	(109	)
Administrative assets	654	820
Total capital expenditures	112,473	103,484

^{(1) Disclosed as F&D capital expenditures elsewhere in this press release. See “Advisories – F&D Capital Expenditures”.}

Effective Sales – Total Corporate, Total Natural Gas, AECO Market and NYMEX HH Market

Birchcliff defines “effective sales” in the AECO market and NYMEX HH market as the sales amount received from the production of natural gas that is effectively attributed to the AECO and NYMEX HH market pricing, respectively, and does not consider the physical sales delivery point in each case. Effective sales in the NYMEX HH market includes realized gains and losses on financial instruments and excludes the notional fixed basis costs associated with the underlying financial contract in the period. Birchcliff defines “effective total natural gas sales” as the aggregate of the effective sales amount received in each natural gas market. Birchcliff defines “effective total corporate sales” as the aggregate of the effective total natural gas sales and the sales amount received from the production of light oil, condensate and NGLs. Management believes that disclosing the effective sales for each natural gas market assists management and investors in assessing Birchcliff’s natural gas diversification and commodity price exposure to each market. The most directly comparable GAAP financial measure to effective total natural gas sales and effective total corporate sales is natural gas sales. The following table provides a reconciliation of natural gas sales to effective total natural gas sales and effective total corporate sales for the periods indicated:

Three months ended ($000s)	March 31, 2025	March 31, 2024
Natural gas sales	125,231	88,022
Realized gain (loss) on financial instruments	22,167	(5,628	)
Notional fixed basis costs⁽¹⁾	20,894	18,477
Effective total natural gas sales	168,292	100,871
Light oil sales	15,391	13,219
Condensate sales	37,371	43,477
NGLs sales	19,183	18,568
Effective total corporate sales	240,237	176,135

^{(1) Reflects the aggregate notional fixed basis cost associated with Birchcliff’s financial NYMEX HH/AECO 7A basis swap contracts in the period.}

Non-GAAP Ratios

NI 52-112 defines a non-GAAP ratio as a financial measure that: (i) is in the form of a ratio, fraction, percentage or similar representation; (ii) has a non-GAAP financial measure as one or more of its components; and (iii) is not disclosed in the financial statements of the entity. The non-GAAP ratios used in this press release are not standardized financial measures under GAAP and might not be comparable to similar measures presented by other companies. Set forth below is a description of the non-GAAP ratios used in this press release.

Adjusted Funds Flow Per Boe and Adjusted Funds Flow Per Basic Common Share

Birchcliff calculates “adjusted funds flow per boe” as aggregate adjusted funds flow in the period divided by the production (boe) in the period. Management believes that adjusted funds flow per boe assists management and investors in assessing Birchcliff’s financial profitability and sustainability on a cash basis by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

Birchcliff calculates “adjusted funds flow per basic common share” as aggregate adjusted funds flow in the period divided by the weighted average basic common shares outstanding at the end of the period. Management believes that adjusted funds flow per basic common share assists management and investors in assessing Birchcliff’s financial strength on a per common share basis.

Free Funds Flow Per Basic Common Share

Birchcliff calculates “free funds flow per basic common share” as aggregate free funds flow in the period divided by the weighted average basic common shares outstanding at the end of the period. Management believes that free funds flow per basic common share assists management and investors in assessing Birchcliff’s financial strength and its ability to deliver shareholder returns on a per common share basis.

Transportation and Other Expense Per Boe

Birchcliff calculates “transportation and other expense per boe” as aggregate transportation and other expense in the period divided by the production (boe) in the period. Management believes that transportation and other expense per boe assists management and investors in assessing Birchcliff’s cost structure as it relates to its transportation and marketing activities by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

Operating Netback Per Boe

Birchcliff calculates “operating netback per boe” as aggregate operating netback in the period divided by the production (boe) in the period. Operating netback per boe is a key industry performance indicator and one that provides investors with information that is commonly presented by other oil and natural gas producers. Management believes that operating netback per boe assists management and investors in assessing Birchcliff’s operating profitability and sustainability by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

Effective Average Realized Sales Price – Total Corporate, Total Natural Gas, AECO Market and NYMEX HH Market

Birchcliff calculates “effective average realized sales price” as effective sales, in each of total corporate, total natural gas, AECO market and NYMEX HH market, as the case may be, divided by the effective production in each of the markets during the period. Management believes that disclosing the effective average realized sales price for each natural gas market assists management and investors in comparing Birchcliff’s commodity price realizations in each natural gas market on a per unit basis.

Capital Management Measures

NI 52-112 defines a capital management measure as a financial measure that: (i) is intended to enable an individual to evaluate an entity’s objectives, policies and processes for managing the entity’s capital; (ii) is not a component of a line item disclosed in the primary financial statements of the entity; (iii) is disclosed in the notes to the financial statements of the entity; and (iv) is not disclosed in the primary financial statements of the entity. Set forth below is a description of the capital management measure used in this press release.

Total Debt

Birchcliff calculates “total debt” at the end of the period as the amount outstanding under the Corporation’s Credit Facilities plus working capital deficit (less working capital surplus) plus the fair value of the current asset portion of financial instruments less the fair value of the current liability portion of financial instruments and less the current portion of other liabilities discounted to the end of the period. The current portion of other liabilities has been excluded from total debt as these amounts have not been incurred and reflect future commitments in the normal course of operations. Management believes that total debt assists management and investors in assessing Birchcliff’s overall liquidity and financial position at the end of the period. The following table provides a reconciliation of the amount outstanding under the Corporation’s Credit Facilities, as determined in accordance with GAAP, to total debt for the periods indicated:

As at ($000s)	March 31, 2025		December 31, 2024		March 31, 2024
Revolving term credit facilities	518,581		566,857		428,566
Working capital (surplus) deficit⁽¹⁾	(67,109	)	(88,953	)	34,261
Fair value of financial instruments – asset⁽²⁾	96,623		71,038		240
Fair value of financial instruments – liability⁽²⁾	–		–		(14,550	)
Other liabilities⁽²⁾	(13,385	)	(13,385	)	(5,137	)
Total debt	534,710		535,557		443,380

^{(1) Current liabilities less current assets.}

^{(2) Reflects the current portion only.}

ADVISORIES

Unaudited Information

All financial and operational information contained in this press release for the three months ended March 31, 2025 and 2024 is unaudited.

Currency

Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars, all references to “$” and “CDN$” are to Canadian dollars and all references to “US$” are to United States dollars.

Boe Conversions

Boe amounts have been calculated by using the conversion ratio of 6 Mcf of natural gas to 1 bbl of oil. Boe amounts may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

MMBtu Pricing Conversions

$1.00 per MMBtu equals $1.00 per Mcf based on a standard heat value Mcf.

Oil and Gas Metrics

This press release contains metrics commonly used in the oil and natural gas industry, including operating netback. These oil and gas metrics do not have any standardized meanings or standard methods of calculation and therefore may not be comparable to similar measures presented by other companies. As such, they should not be used to make comparisons. Management uses these oil and gas metrics for its own performance measurements and to provide investors with measures to compare Birchcliff’s performance over time; however, such measures are not reliable indicators of Birchcliff’s future performance, which may not compare to Birchcliff’s performance in previous periods, and therefore should not be unduly relied upon. For additional information regarding operating netback and how such metric is calculated, see “Non-GAAP and Other Financial Measures”.

Production

With respect to the disclosure of Birchcliff’s production contained in this press release: (i) references to “light oil” mean “light crude oil and medium crude oil” as such term is defined in NI 51-101; (ii) references to “liquids” mean “light crude oil and medium crude oil” and “natural gas liquids” (including condensate) as such terms are defined in NI 51-101; and (iii) references to “natural gas” mean “shale gas”, which also includes an immaterial amount of “conventional natural gas”, as such terms are defined in NI 51-101. In addition, NI 51-101 includes condensate within the product type of natural gas liquids. Birchcliff has disclosed condensate separately from other natural gas liquids as the price of condensate as compared to other natural gas liquids is currently significantly higher and Birchcliff believes presenting the two commodities separately provides a more accurate description of its operations and results therefrom.

With respect to the disclosure of Birchcliff’s production contained in this press release, all production volumes have been disclosed on a “gross” basis as such term is defined in NI 51-101, meaning Birchcliff’s working interest (operating or non-operating) share before the deduction of royalties and without including any royalty interests of Birchcliff.

Initial Production Rates

Any references in this press release to initial production rates or other short-term production rates are useful in confirming the presence of hydrocarbons; however, such rates are not determinative of the rates at which such wells will continue to produce and decline thereafter and are not indicative of the long-term performance or the ultimate recovery of such wells. In addition, such rates may also include recovered “load oil” or “load water” fluids used in well completion stimulation. Readers are cautioned not to place undue reliance on such rates in calculating the aggregate production for Birchcliff. Such rates are based on field estimates and may be based on limited data available at this time.

With respect to the production rates for the Corporation’s 5-well 04-05 pad disclosed herein, such rates represent the cumulative volumes for each well measured at the wellhead separator for the 30 and 60 days (as applicable) of production immediately after each well was considered stabilized after producing fracture treatment fluid back to surface in an amount such that flow rates of hydrocarbons became reliable, divided by 30 or 60 (as applicable), which were then added together to determine the aggregate production rates for the 5-well pad and then divided by 5 to determine the per well average production rates. The production rates excluded the hours and days when the wells did not produce. To-date, no pressure transient or well-test interpretation has been carried out on any of the wells. The natural gas volumes represent raw natural gas volumes as opposed to sales gas volumes.

Finding and Development (F&D) Capital Expenditures

References in this press release to “F&D capital expenditures” denotes exploration and development expenditures as disclosed in the Corporation’s financial statements in accordance with GAAP, and is primarily comprised of capital for land, seismic, workovers, drilling and completions, well equipment and facilities and capitalized G&A costs and excludes any acquisitions, dispositions, administrative assets and the capitalized portion of cash incentive payments that have not been approved by the Board. Management believes that F&D capital expenditures assists management and investors in assessing Birchcliff’s capital cost outlay associated with its exploration and development activities for the purposes of finding and developing its reserves.

Forward-Looking Statements

Certain statements contained in this press release constitute forward‐looking statements and forward-looking information (collectively referred to as “forward‐looking statements”) within the meaning of applicable Canadian securities laws. The forward-looking statements contained in this press release relate to future events or Birchcliff’s future plans, strategy, operations, performance or financial position and are based on Birchcliff’s current expectations, estimates, projections, beliefs and assumptions. Such forward-looking statements have been made by Birchcliff in light of the information available to it at the time the statements were made and reflect its experience and perception of historical trends. All statements and information other than historical fact may be forward‐looking statements. Such forward‐looking statements are often, but not always, identified by the use of words such as “seek, “plan”, “focus”, “future”, “outlook”, “position”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “forecast”, “guidance”, “potential”, “proposed”, “predict”, “budget”, “continue”, “targeting”, “may”, “will”, “could”, “might”, “should”, “would”, “on track”, “maintain”, “deliver” and other similar words and expressions.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward‐looking statements. Accordingly, readers are cautioned not to place undue reliance on such forward-looking statements. Although Birchcliff believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct and Birchcliff makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.

In particular, this press release contains forward‐looking statements relating to:

Birchcliff’s plans and other aspects of its anticipated future financial performance, results, operations, focus, objectives, strategies, opportunities, priorities and goals, including: Birchcliff’s continued focus on operational excellence; that with a substantial portion of its capital program behind it, Birchcliff expects to generate significant free funds flow during the remainder of the year, which will be allocated primarily towards reducing its total debt by approximately 28% from year end 2024, after the payment of its base dividend; that Birchcliff’s 2025 production guidance and capital program are unchanged and it remains focused on capital efficiency improvements, driving down its costs and strengthening its balance sheet; and that Birchcliff looks forward to a promising future, leveraging its strengths to navigate the evolving market, drive profitable growth and deliver long-term shareholder value;
the information set forth under the heading “2025 Guidance” and elsewhere in this press release as it relates to Birchcliff’s guidance for 2025, including: that as a result of the continued volatility in commodity prices driven by the uncertainties surrounding tariffs, global trade tensions and OPEC+ production increases, Birchcliff has lowered its commodity price assumptions for the remainder of 2025; that lower oil prices are forecasted for the remainder of the year; that Birchcliff expects to significantly strengthen its balance sheet in 2025, with free funds flow (after the payment of dividends) anticipated to be allocated primarily towards debt reduction; that based on its current commodity price assumptions, Birchcliff expects to exit 2025 with total debt of $365 million to $405 million, which represents a 28% reduction from its total debt at year end 2024 of $535.6 million; forecasts of annual average production, production commodity mix, average expenses, adjusted funds flow, F&D capital expenditures, free funds flow, total debt at year end, natural gas market exposure and the expected impact of changes in commodity prices and the CDN/US exchange rate on Birchcliff’s forecast of free funds flow; and that Birchcliff currently anticipates that U.S. tariffs will not have a material impact on its business;
the information set forth under the heading “Operational Update” and elsewhere in this press release regarding Birchcliff’s 2025 capital program and its exploration, production and development activities and plans (including its plans for Elmworth) and the timing thereof, including: that Birchcliff’s 2025 capital budget of $260 million to $300 million includes the drilling of 25 (25.0 net) wells and the bringing on production of 26 (26.0 net) wells in 2025; that Birchcliff’s teams continue to demonstrate a steadfast focus on execution, operational efficiency and disciplined cost management; that Birchcliff’s purposeful execution is helping to strengthen its performance and position the business for sustainable growth through the remainder of the year and in the long-term; the expected timing for wells to be brought on production and the completion of the turnaround at Birchcliff’s Pouce Coupe gas plant; targeted product types; and that Birchcliff is progressing the formal planning for the construction of a proposed 100% owned and operated 80 MMcf/d natural gas processing plant in Elmworth; and
that Birchcliff anticipates the forward-looking non-GAAP financial measures for adjusted funds flow and free funds flow disclosed herein will be higher than their respective historical amounts, primarily due to higher anticipated benchmark natural gas prices in 2025 as compared to 2024.

With respect to the forward-looking statements contained in this press release, assumptions have been made regarding, among other things: prevailing and future commodity prices and differentials, exchange rates, interest rates, inflation rates, royalty rates and tax rates; the state of the economy, financial markets and the exploration, development and production business; the political environment in which Birchcliff operates; tariffs and trade policies; the regulatory framework regarding royalties, taxes, environmental, climate change and other laws; the Corporation’s ability to comply with existing and future laws; future cash flow, debt and dividend levels; future operating, transportation, G&A and other expenses; Birchcliff’s ability to access capital and obtain financing on acceptable terms; the timing and amount of capital expenditures and the sources of funding for capital expenditures and other activities; the sufficiency of budgeted capital expenditures to carry out planned operations; the successful and timely implementation of capital projects and the timing, location and extent of future drilling and other operations; results of operations; Birchcliff’s ability to continue to develop its assets and obtain the anticipated benefits therefrom; the performance of existing and future wells; reserves volumes and Birchcliff’s ability to replace and expand reserves through acquisition, development or exploration; the impact of competition on Birchcliff; the availability of, demand for and cost of labour, services and materials; the approval of the Board of future dividends; the ability to obtain any necessary regulatory or other approvals in a timely manner; the satisfaction by third parties of their obligations to Birchcliff; the ability of Birchcliff to secure adequate processing and transportation for its products; Birchcliff’s ability to successfully market natural gas and liquids; the results of the Corporation’s risk management and market diversification activities; and Birchcliff’s natural gas market exposure. In addition to the foregoing assumptions, Birchcliff has made the following assumptions with respect to certain forward-looking statements contained in this press release:

With respect to Birchcliff’s 2025 guidance (as updated on May 14, 2025), such guidance is based on the commodity price, exchange rate and other assumptions set forth under the heading “2025 Guidance”. In addition:
- Birchcliff’s production guidance assumes that: the 2025 capital program will be carried out as currently contemplated; no unexpected outages occur in the infrastructure that Birchcliff relies on to produce its wells and that any transportation service curtailments or unplanned outages that occur will be short in duration or otherwise insignificant; the construction of new infrastructure meets timing and operational expectations; existing wells continue to meet production expectations; and future wells scheduled to come on production meet timing, production and capital expenditure expectations.
- Birchcliff’s forecast of F&D capital expenditures assumes that the 2025 capital program will be carried out as currently contemplated and excludes any potential acquisitions, dispositions and the capitalized portion of cash incentive payments that have not been approved by the Board. The amount and allocation of capital expenditures for exploration and development activities by area and the number and types of wells to be drilled and brought on production is dependent upon results achieved and is subject to review and modification by management on an ongoing basis throughout the year. Actual spending may vary due to a variety of factors, including commodity prices, economic conditions, results of operations and costs of labour, services and materials.
- Birchcliff’s forecasts of adjusted funds flow and free funds flow assume that: the 2025 capital program will be carried out as currently contemplated and the level of capital spending for 2025 set forth herein is met; and the forecasts of production, production commodity mix, expenses and natural gas market exposure and the commodity price and exchange rate assumptions set forth herein are met. Birchcliff’s forecast of adjusted funds flow takes into account its financial basis swap contracts outstanding as at May 5, 2025 and excludes cash incentive payments that have not been approved by the Board.
- Birchcliff’s forecast of year end total debt assumes that: (i) the forecasts of adjusted funds flow and free funds flow are achieved, with the level of capital spending for 2025 met and the payment of an annual base dividend of approximately $33 million; (ii) any free funds flow remaining after the payment of dividends, asset retirement obligations and other amounts for administrative assets, financing fees and capital lease obligations is allocated towards debt reduction; and (iii) there are no buybacks of common shares, no equity issuances, no further exercises of stock options and no significant acquisitions or dispositions completed by the Corporation during 2025. The forecast of total debt excludes cash incentive payments that have not been approved by the Board.
- Birchcliff’s forecast of its natural gas market exposure assumes: (i) 175,000 GJ/d being sold on a physical basis at the Dawn price; (ii) 147,500 MMBtu/d being contracted on a financial basis at an average fixed basis differential price between AECO 7A and NYMEX HH of US$1.088/MMBtu; and (iii) 1,200 GJ/d being sold at Alliance on a physical basis at the AECO 5A price plus a premium. Birchcliff’s natural gas market exposure takes into account its financial basis swap contracts outstanding as at May 5, 2025.
With respect to statements regarding future wells to be drilled or brought on production, such statements assume: the continuing validity of the geological and other technical interpretations performed by Birchcliff’s technical staff, which indicate that commercially economic volumes can be recovered from Birchcliff’s lands as a result of drilling future wells; and that commodity prices and general economic conditions will warrant proceeding with the drilling of such wells.

Birchcliff’s actual results, performance or achievements could differ materially from those anticipated in the forward-looking statements as a result of both known and unknown risks and uncertainties including, but not limited to: general economic, market and business conditions which will, among other things, impact the demand for and market prices of Birchcliff’s products and Birchcliff’s access to capital; volatility of crude oil and natural gas prices; fluctuations in commodity prices and exchange, interest and inflation rates; risks associated with increasing costs, whether due to high inflation rates, supply chain disruptions or other factors; an inability of Birchcliff to generate sufficient cash flow from operations to meet its current and future obligations; an inability to access sufficient capital from internal and external sources on terms acceptable to the Corporation; risks associated with Birchcliff’s Credit Facilities, including a failure to comply with covenants under the agreement governing the Credit Facilities and the risk that the borrowing base limit may be redetermined; fluctuations in the costs of borrowing; operational risks and liabilities inherent in oil and natural gas operations; the risk that weather events such as wildfires, flooding, droughts or extreme hot or cold temperatures forces the Corporation to shut-in production or otherwise adversely affects the Corporation’s operations; the occurrence of unexpected events such as fires, explosions, blow-outs, equipment failures, transportation incidents and other similar events; an inability to access sufficient water or other fluids needed for operations; the risks associated with supply chain disruptions; uncertainty that development activities in connection with Birchcliff’s assets will be economic; an inability to access or implement some or all of the technology necessary to operate its assets and achieve expected future results; geological, technical, drilling, construction and processing problems; uncertainty of geological and technical data; horizontal drilling and completions techniques and the failure of drilling results to meet expectations for reserves or production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to production, revenue, costs and reserves; the accuracy of cost estimates and variances in Birchcliff’s actual costs and economic returns from those anticipated; incorrect assessments of the value of acquisitions and exploration and development programs; the risks posed by pandemics, epidemics, geopolitical events and global conflict and their impacts on supply and demand and commodity prices; actions taken by OPEC and other major oil producers and the impact such actions may have on supply and demand and commodity prices; stock market volatility; loss of market demand; changes to the regulatory framework in the locations where the Corporation operates, including changes to tax laws, Crown royalty rates, environmental and climate change laws (including emissions and “greenwashing”), carbon tax regimes, incentive programs and other regulations that affect the oil and natural gas industry; political uncertainty and uncertainty associated with government policy changes; actions by government authorities; the risk that: (i) the U.S. tariffs that are currently in effect on goods exported from or imported into Canada continue in effect for an extended period of time, the tariffs that have been threatened are implemented, that tariffs that are currently suspended are reactivated, the rate or scope of tariffs are increased or new tariffs are imposed, including on oil and natural gas; (ii) the U.S. and/or Canada imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on oil and natural gas; and (iii) the tariffs imposed or threatened to be imposed by the U.S. on other countries and retaliatory tariffs imposed or threatened to be imposed by other countries on the U.S. will trigger a broader global trade war, which could have a material adverse effect on the Canadian, U.S. and global economies, and by extension the Canadian oil and natural gas industry and the Corporation, including by decreasing the demand for (and the price of) oil and natural gas, disrupting supply chains, increasing costs, causing volatility in global financial markets and limiting access to financing; an inability of the Corporation to comply with existing and future laws and the cost of compliance with such laws; dependence on facilities, gathering lines and pipelines; uncertainties and risks associated with pipeline restrictions and outages to third-party infrastructure that could cause disruptions to production; the lack of available pipeline capacity and an inability to secure adequate and cost-effective processing and transportation for Birchcliff’s products; an inability to satisfy obligations under Birchcliff’s firm marketing and transportation arrangements; shortages in equipment and skilled personnel; the absence or loss of key employees; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, equipment and skilled personnel; management of Birchcliff’s growth; environmental and climate change risks, claims and liabilities; potential litigation; default under or breach of agreements by counterparties and potential enforceability issues in contracts; claims by Indigenous peoples; the reassessment by taxing or regulatory authorities of the Corporation’s prior transactions and filings; unforeseen title defects; third-party claims regarding the Corporation’s right to use technology and equipment; uncertainties associated with the outcome of litigation or other proceedings involving Birchcliff; uncertainties associated with counterparty credit risk; risks associated with Birchcliff’s risk management and market diversification activities; risks associated with the declaration and payment of future dividends, including the discretion of the Board to declare dividends and change the Corporation’s dividend policy and the risk that the amount of dividends may be less than currently forecast; the failure to obtain any required approvals in a timely manner or at all; the failure to complete or realize the anticipated benefits of acquisitions and dispositions and the risk of unforeseen difficulties in integrating acquired assets into Birchcliff’s operations; negative public perception of the oil and natural gas industry; the Corporation’s reliance on hydraulic fracturing; market competition, including from alternative energy sources; changing demand for petroleum products; the availability of insurance and the risk that certain losses may not be insured; breaches or failure of information systems and security (including risks associated with cyber-attacks); risks associated with artificial intelligence; risks associated with the ownership of the Corporation’s securities; the accuracy of the Corporation’s accounting estimates and judgments; and the risk that any of the Corporation’s material assumptions prove to be materially inaccurate (including the Corporation’s commodity price and exchange rate assumptions for 2025).

Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other risk factors that could affect Birchcliff’s results of operations, financial performance or financial results are included in the Corporation’s annual information form and annual management’s discussion and analysis for the financial year ended December 31, 2024 under the heading “Risk Factors” and in other reports filed with Canadian securities regulatory authorities.

This press release contains information that may constitute future-oriented financial information or financial outlook information (collectively, “FOFI”) about Birchcliff’s prospective financial performance, financial position or cash flows, all of which is subject to the same assumptions, risk factors, limitations and qualifications as set forth above. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise or inaccurate and, as such, undue reliance should not be placed on FOFI. Birchcliff’s actual results, performance and achievements could differ materially from those expressed in, or implied by, FOFI. Birchcliff has included FOFI in order to provide readers with a more complete perspective on Birchcliff’s future operations and management’s current expectations relating to Birchcliff’s future performance. Readers are cautioned that such information may not be appropriate for other purposes.

Management has included the above summary of assumptions and risks related to forward-looking statements provided in this press release in order to provide readers with a more complete perspective on Birchcliff’s future operations and management’s current expectations relating to Birchcliff’s future performance. Readers are cautioned that this information may not be appropriate for other purposes.

The forward-looking statements and FOFI contained in this press release are expressly qualified by the foregoing cautionary statements. The forward-looking statements and FOFI contained herein are made as of the date of this press release. Unless required by applicable laws, Birchcliff does not undertake any obligation to publicly update or revise any forward-looking statements or FOFI, whether as a result of new information, future events or otherwise.

ABOUT BIRCHCLIFF:

Birchcliff is an intermediate oil and natural gas company based in Calgary, Alberta with operations focused on the exploration and development of the Montney/Doig Resource Play in Alberta. Birchcliff’s common shares are listed for trading on the Toronto Stock Exchange under the symbol “BIR”.

For further information, please contact:

Birchcliff Energy Ltd.
Suite 1000, 600 – 3^rd Avenue S.W.
Calgary, Alberta T2P 0G5
Telephone: (403) 261-6401
Email: birinfo@birchcliffenergy.com
www.birchcliffenergy.com

Chris Carlsen – President and Chief Executive Officer

Bruno Geremia – Executive Vice President and Chief Financial Officer

The MIL Network –

May 15, 2025

MIL-OSI: Usio Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Record First Quarter Revenues of $22.0 million

Total payment dollars processed through all payment channels up 34% versus the prior year period

SAN ANTONIO, May 14, 2025 (GLOBE NEWSWIRE) — Usio, Inc. (Nasdaq: USIO), a leading FinTech company that operates a full stack of integrated, cloud-based electronic payment and embedded financial solutions, today announced financial results for the first quarter, which ended March 31, 2025.

Louis Hoch, President and Chief Executive Officer of Usio, said, “Results in the first quarter continue to reflect strong fundamental processing growth, disciplined cost control, and strong positive cash flow and a continued commitment to cash management. We reported positive Adjusted EBITDA¹ of $0.7 million and added $0.7 million in cash to our balance sheet illustrating our improved operational performance. More importantly, our growing implementation queue from signed deals and pipeline have never been stronger, and we are beginning to generate activity/volume from some of our largest new opportunities. We believe we are in excellent position to generate value for our shareholders over the long-term and believe we have the financial resources to assure that we are well prepared from the ramp in activity arising from the imminent growth in volume associated with this new business.”

Total payment dollar processing volume growth accelerated to 34% in the first quarter, led by strong growth in our highest margin line of business, ACH, where electronic check dollar volume increased 42%, transactions grew 36% and returned check transactions grew 24%, all compared to the same period in 2024.

Revenues for the quarter were in line with our expectations, and were up from a year ago, primarily due to strong growth in our ACH and complementary services line of business, offsetting the impact in the quarter from the loss of breakage revenues arising from the completion of a large prepaid card programs that were effectively wound down completely by the close of the first quarter of 2024. ACH & complementary services revenue growth was primarily attributable to an increase in ACH volume from net new business and organic growth. The business also benefited from a year over year increase in revenues from ancillary product offerings, such as Remotely Created Checks, or RCC, PINless debit as well as cross-selling to our ACH base. Credit card revenues were up 4%, with PayFac revenues growing a strong 25% and continuing to offset legacy credit card volume attrition and increased competition. With Payfac now over 50% of our total card business, we believe that overall credit card revenue growth will increasingly reflect PayFac’s faster growth. Prepaid card load volume was a strong $98 million; we believe that revenues should start to better reflect our focus on growing programs with recurring revenues in this business line. Revenues for Output Solutions were up 4% in the quarter.

For the quarter ended March 31, 2025, margins were down 1% from the year ago first quarter, mainly from non-operational factors, primarily lower interest revenues. Other selling, general and administrative expenses were essentially flat from the same period last year as part of our commitment to disciplined cost controls. The Company reported a net loss of approximately $0.2 million, or ($0.01) per share, compared to a net loss of $0.3 million, or ($0.01) per share, a year ago due largely to lower expenses related to stock compensation and depreciation. Adjusted EBITDA¹ was $0.7 million, a $0.1 million decrease from the $0.8 million Adjusted EBITDA¹ a year ago.

Mr. Hoch concluded, “The Company is in a strong position, with a growing portfolio of recurring revenues, a best-ever financial position, and signed contracts that we believe will be adding incremental revenue as they come online, although the timing of when these incremental deals will ramp up remains uncertain. So far this year we have achieved our goals to strengthen the organization, strengthen our financial position, and expand our market presence.”

¹Please see reconciliation of GAAP to Non-GAAP Financial Measures below

Quarterly Processing and Transaction Volumes

Total payment transactions processed in the first quarter of 2025 were 13.7 million, an increase of 41% over the same quarter of last year. Total payment dollars processed through all payment channels in the first quarter of 2025 were $2.0 billion, an improvement of 34% over last year’s first quarter $1.5 billion in volume.

We set all-time records in dollars and transactions processed in our credit card segment, where dollars processed were up 17% and transactions processed were up 65% from a year ago. ACH electronic check transaction volume was up 36%, electronic check dollars processed were up 42% and return check transactions processed were up 24%. In our Prepaid business unit, card load volume was down 15%, transactions processed up 5% and purchase volume down 8%.

First Quarter 2025 Revenue Detail

Revenues for the quarter ended March 31, 2025 were $22.0 million, up 5% compared to the prior year quarter, due primarily to strong growth in our ACH and complementary services revenues, overcoming a decrease in Prepaid and interest revenues as our COVID incentive programs were effectively wound down completely by the end of the first quarter in 2024.

	Three Months Ended March 31,
	2025		2024		$ Change			% Change

ACH and complementary services	$	5,044,517	$	3,881,734	$	1,162,783			30	%
Credit card		7,878,694		7,560,734		317,960			4	%
Prepaid card services		2,907,451		3,341,224		(433,773	)		(13	)%
Output Solutions		5,732,867		5,537,923		194,944			4	%
Interest – ACH and complementary services		224,129		211,640		12,489			6	%
Interest – Prepaid card services		182,661		402,741		(220,080	)		(55	)%
Interest – Output Solutions		38,731		34,390		4,341			13	%
Total Revenue	$	22,009,050	$	20,970,386	$	1,038,664			5	%

Gross profit for the first quarter of 2025 was $4.8 million compared to $4.9 million for the first quarter of 2024, while gross margins were 21.9%, declining from 23.1% in the same period a year ago. This was primarily due to lower interest revenues. In addition, ACH and complementary services segment revenue growth was strongest in the slightly less profitable complementary services.

Other selling, general and administrative expenses, “SG&A”, were $4.1 million for the quarter ended March 31, 2025, effectively flat compared to $4.1 million in the prior year period. This was driven by strategic spend management in our lines of business, as we focus on improving growing revenues while maintaining nominal growth in SG&A in order to improve profitability.

For the quarter, we reported an operating loss of $0.2 million compared to a loss of $0.3 million in operating income for the same quarter a year ago due to nominally reduced gross profits, and marginally increased SG&A expenses. Adjusted EBITDA¹ was $0.7 million for the quarter, compared to Adjusted EBITDA¹ of $0.8 million a year ago. Net loss in the quarter ended March 31, 2025 was approximately $0.2 million, or ($0.01) per share, compared to a net loss of $0.3 million, or ($0.01) per share, for the same period in the prior year.

Operating Cash Flows were $1.4 million for the three months ended March 31, 2025, as compared to $0.1 million in the same period a year ago. The difference was driven primarily by a reduction in accounts receivable.

We continue to be in solid financial condition with $8.7 million in cash and cash equivalents as of March 31, 2025, a $0.7 million increase in cash balances over the first three months of the year while $350,000 was utilized to repurchase shares in the period.

¹Please see reconciliation of GAAP to Non-GAAP Financial Measures below

Conference Call and Webcast

Usio, Inc.’s management will host a conference call on Wednesday, May 14, 2025, at 4:30 pm Eastern time to review financial results and provide a business update. To listen to the conference call, interested parties within the U.S. should call +1-844-883-3890. International callers should call + 1-412-317-9246. All callers should ask for the Usio conference call. The conference call will also be available through a live webcast, which can be accessed via the Company’s website at www.usio.com/investors.

A replay of the call will be available approximately one hour after the end of the call through May 28, 2025. The replay can be accessed via the Company’s website or by dialing +1-877-344-7529 (U.S.) or 1-412-317-0088 (international). The replay conference playback code is 3107685.

About Usio, Inc.

Usio, Inc. (Nasdaq: USIO), a leading, cloud-based, integrated FinTech electronic payment solutions provider, offers a wide range of payment solutions to merchants, billers, banks, service bureaus, integrated software vendors and card issuers. The Company operates credit, debit/prepaid, and ACH payment processing platforms to deliver convenient, world-class payment solutions and services to clients through its unique payment facilitation platform as a service. The Company, through its Usio Output Solutions division offers services relating to electronic bill presentment, document composition, document decomposition and printing and mailing services. The strength of the Company lies in its ability to provide tailored solutions for card issuance, payment acceptance, and bill payments as well as its unique technology in the card issuing sector. Usio is headquartered in San Antonio, Texas, and has offices in Austin, Texas. Websites: www.usio.com, www.payfacinabox.com, www.akimbocard.com and www.usiooutput.com. Find us on Facebook® and Twitter.

Comparisons

Unless otherwise indicated, all comparisons and growth rates represent year-over-year comparisons, with the quarterly period of this year compared to the corresponding quarter of the prior year.

About Non-GAAP Financial Measures

This press release includes non-GAAP financial measures, as defined in Regulation G adopted by the Securities and Exchange Commission, of EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins. The Company reports its financial results in compliance with GAAP, but believes that also discussing non-GAAP financial measures provides investors with financial measures it uses in the management of its business.

The Company defines EBITDA as operating income (loss), before interest, taxes, depreciation and amortization of intangibles.
The Company defines Adjusted EBITDA as EBITDA, as defined above, plus non-cash stock option costs and certain non-recurring items, such as costs related to acquisitions.
The Company defines Adjusted EBITDA margins as Adjusted EBITDA, as defined above, divided by total revenues.

In previous periods, the Company reported the non-GAAP financial measure of adjusted operating cash flows, which excluded certain items from operating cash flows to provide a measure of cash generated from its core operations. Beginning with the current reporting period, the Company is no longer presenting adjusted operating cash flows as a non-GAAP financial measure. The decision to discontinue reporting adjusted operating cash flows is due to changes in the presentation of certain assets, specifically the movement of assets held for customers, into the financing activities section of our cash flow statement. As a result of this reclassification, we believe that the need for the adjusted operating cash flows measure is no longer required, as the adjustments previously made to exclude these amounts are not necessary.

Management believes EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins are helpful to investors in evaluating the Company’s operating performance because non-cash costs and other items that management believes are not indicative of its results of operations are excluded.

EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. They are not measurements of our financial performance under GAAP and should not be considered as alternatives to revenue, net income, or cash provided by (used in) operating activities, as applicable, or any other performance measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other businesses. EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins have limitations as analytical tools and you should not consider these non-GAAP financial measures in isolation or as a substitute for analysis of our operating results as reported under GAAP.

¹ Please see reconciliation of GAAP to Non-GAAP Financial Measures Below

FORWARD-LOOKING STATEMENTS DISCLAIMER

Except for the historical information contained herein, the matters discussed in this press release include forward-looking statements which are covered by safe harbors. Those statements include, but may not be limited to, all statements regarding management’s intent, belief and expectations, such as statements concerning our future and our operating and growth strategy and any guidance for future periods. These forward-looking statements are identified by the use of words such as “believe,” “should,” “intend,” “look forward,” “anticipate,” “schedule,” and “expect” among others. Forward-looking statements in this press release are subject to certain risks and uncertainties inherent in the Company’s business that could cause actual results to vary, including such risks related to an economic downturn, the management of the Company’s growth, the loss of key resellers, the relationships with the Automated Clearing House network, bank sponsors, third-party card processing providers and merchants, the security of our software, hardware and information, the volatility of the stock price, the need to obtain additional financing, risks associated with new legislation, and compliance with complex federal, state and local laws and regulations, and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission including its annual report on Form 10-K for the fiscal year ended December 31, 2024. One or more of these factors have affected, and in the future could affect, the Company’s businesses and financial results and could cause actual results to differ materially from plans and projections. Although the Company believes that the assumptions underlying the forward-looking statements included in this press release are reasonable, the Company can give no assurance such assumptions will prove to be correct. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the objectives and plans will be achieved. All forward-looking statements made in this press release are based on information presently available to management. The Company assumes no obligation to update any forward-looking statements, except as required by law.

Contact:

Paul Manley
Senior Vice President, Investor Relations
paul.manley@usio.com
612-834-1804

USIO, INC. CONSOLIDATED BALANCE SHEETS

	March 31, 2025			December 31, 2024
	(Unaudited)
ASSETS
Cash and cash equivalents	$	8,718,247		$	8,056,891
Accounts receivable, net		4,569,616			5,053,639
Accounts receivable, tax credit		—			1,494,612
Settlement processing assets		62,151,877			47,104,006
Prepaid card load assets		14,553,939			25,648,688
Customer deposits		1,907,169			1,918,805
Inventory		348,493			403,796
Prepaid expenses and other		729,039			585,500
Current assets before merchant reserves		92,978,380			90,265,937
Merchant reserves		4,925,101			4,890,101
Total current assets		97,903,481			95,156,038

Property and equipment, net		3,230,300			3,194,818

Other assets:
Intangibles, net		663,349			881,346
Deferred tax asset, net		4,580,440			4,580,440
Operating lease right-of-use assets		2,884,691			3,037,928
Other assets		357,877			357,877
Total other assets		8,486,357			8,857,591

Total Assets	$	109,620,138		$	107,208,447

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	715,223		$	1,256,819
Accrued expenses		2,705,122			3,366,925
Operating lease liabilities, current portion		620,915			612,680
Equipment loan, current portion		150,085			147,581
Settlement processing obligations		62,151,877			47,104,006
Prepaid card load obligations		14,553,939			25,648,688
Customer deposits		1,907,169			1,918,805
Current liabilities before merchant reserve obligations		82,804,330			80,055,504
Merchant reserve obligations		4,925,101			4,890,101
Total current liabilities		87,729,431			84,945,605

Non-current liabilities:
Equipment loan, net of current portion		533,248			571,862
Operating lease liabilities, net of current portion		2,365,529			2,534,017
Total liabilities		90,628,208			88,051,484

Stockholders’ equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized; -0- shares outstanding at March 31, 2025 (unaudited) and December 31, 2024, respectively		—			—
Common stock, $0.001 par value, 200,000,000 shares authorized; 30,038,355 and 29,902,415 issued, and 26,527,906 and 26,609,651 outstanding at March 31, 2025 (unaudited) and December 31, 2024, respectively		30,038			198,317
Additional paid-in capital		99,992,655			99,676,457
Treasury stock, at cost; 3,510,449 and 3,292,764 shares at March 31, 2025 (unaudited) and December 31, 2024, respectively		(6,122,232	)		(5,770,592	)
Deferred compensation		(6,640,905	)		(6,914,563	)
Accumulated deficit		(68,267,626	)		(68,032,656	)
Total stockholders’ equity		18,991,930			19,156,963

Total Liabilities and Stockholders’ Equity	$	109,620,138		$	107,208,447

USIO, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended March 31,
	2025			2024

Revenues	$	22,009,050		$	20,970,386
Cost of services		17,199,907			16,116,691
Gross profit		4,809,143			4,853,695

Selling, general and administrative expenses:
Stock-based compensation		410,062			499,273
Other SG&A		4,142,895			4,060,225
Depreciation and amortization		495,770			576,154
Total selling, general and administrative		5,048,727			5,135,652

Operating (loss)		(239,584	)		(281,957	)

Other income and (expense):
Interest income		79,011			115,354
Interest expense		(11,843	)		(13,585	)
Other income, net		67,168			101,769

(Loss) before income taxes		(172,416	)		(180,188	)

State income tax expense		62,554			70,000
Income tax expense		62,554			70,000

Net (loss)	$	(234,970	)	$	(250,188	)

(Loss) Per Share
Basic (loss) per common share:	$	(0.01	)	$	(0.01	)
Diluted (loss) per common share:	$	(0.01	)	$	(0.01	)
Weighted average common shares outstanding
Basic		26,615,947			26,375,762
Diluted		26,615,947			26,375,762

USIO, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended March 31,
	2025			2024
Operating Activities
Net (loss)	$	(234,970	)	$	(250,188	)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Depreciation		277,773			358,187
Amortization		217,997			217,967
Employee stock-based compensation		410,062			499,273
Changes in operating assets and liabilities:
Accounts receivable		484,023			701,911
Accounts receivable, tax credit		1,494,612			—
Prepaid expenses and other		(143,539	)		(243,344	)
Operating lease right-of-use assets		153,237			102,394
Other assets		—			20,000
Inventory		55,303			(6,769
Accounts payable and accrued expenses		(1,203,399	)		(1,158,059	)
Operating lease liabilities		(160,253	)		(107,243	)
Merchant reserves		35,000			12,000
Customer deposits		(11,636	)		(57,468	)
Net cash provided by operating activities		1,374,210			88,661

Investing Activities
Purchases of property and equipment		(313,254	)		(176,750	)
Net cash (used in) investing activities		(313,254	)		(176,750	)

Financing Activities
Payments on equipment loan		(36,110	)		(14,431	)
Proceeds from issuance of common stock		11,515			—
Purchases of treasury stock		(351,640	)		(44,823	)
Assets held for customers		3,953,121			(6,748,838	)
Net cash provided by (used in) financing activities		3,576,886			(6,808,092	)

Change in cash, cash equivalents, settlement processing assets, prepaid card loads, customer deposits and merchant reserves		4,637,842			(6,896,181	)
Cash, cash equivalents, settlement processing assets, prepaid card loads, customer deposits and merchant reserves, beginning of year		87,618,491			90,810,089

Cash, Cash Equivalents, Settlement Processing Assets, Prepaid Card Loads, Customer Deposits and Merchant Reserves, End of Period	$	92,256,333		$	83,913,908

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	11,843		$	13,585
Issuance of deferred stock compensation		—			—

USIO, INC. STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

	Common Stock					Additional Paid- In		Treasury			Deferred			Accumulated			Total Stockholders’
	Shares		Amount			Capital		Stock			Compensation			Deficit			Equity

Balance at December 31, 2024		29,902,415	$	198,317		$	99,676,457	$	(5,770,592	)	$	(6,914,563	)	$	(68,032,656	)	$	19,156,963

Adjustment to par value of common stock		—		(168,415	)		168,415		—			—			—			—
Issuance of common stock under equity incentive plan		128,053		128			136,276		—			—			—			136,404
Issuance of common stock under employee stock purchase plan		7,887		8			11,507		—			—			—			11,515
Deferred compensation amortization		—		—			—		—			273,658			—			273,658
Purchase of treasury stock costs		—		—			—		(351,640	)		—			—			(351,640	)
Net (loss) for the period		—		—			—		—			—			(234,970	)		(234,970	)

Balance at March 31, 2025		30,038,355	$	30,038		$	99,992,655	$	(6,122,232	)	$	(6,640,905	)	$	(68,267,626	)	$	18,991,930

Balance at December 31, 2023		28,671,606	$	197,087		$	97,479,830	$	(4,362,150	)	$	(6,907,775	)	$	(71,338,153	)	$	15,068,839

Issuance of common stock under equity incentive plan		107,600		107			153,118		—			—			—			153,225
Deferred compensation amortization		—		—			—		—			346,047			—			346,047
Purchase of treasury stock costs		—		—			—		(44,823	)		—			—			(44,823	)
Net (loss) for the period		—		—			—		—			—			(250,188	)		(250,188	)

Balance at March 31, 2024		28,779,206	$	197,194		$	97,632,948	$	(4,406,973	)	$	(6,561,728	)	$	(71,588,341	)	$	15,273,100

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED)

	Three Months Ended March 31,
	2025			2024

Reconciliation from Operating (loss) to Adjusted EBITDA:
Operating (loss)	$	(239,584	)	$	(281,957	)
Depreciation and amortization		495,770			576,154
EBITDA		256,186			294,197
Non-cash stock-based compensation expense, net		410,062			499,273
Adjusted EBITDA	$	666,248		$	793,470


Calculation of Adjusted EBITDA margins:
Revenues	$	22,009,050		$	20,970,386
Adjusted EBITDA	$	666,248		$	793,470
Adjusted EBITDA margins		3.0	%		3.8	%

The MIL Network –

May 15, 2025

MIL-OSI: Conifer Holdings Reports 2025 First Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

TROY, Mich., May 14, 2025 (GLOBE NEWSWIRE) — Conifer Holdings, Inc. (Nasdaq: CNFR) (“Conifer” or the “Company”) today announced results for the first quarter ended March 31, 2025.

First Quarter 2025 Financial Highlights

Personal Lines production was up 22% for the period
Net income allocable to common shareholders of $522,000, or $0.04 per share
Book value increased to $2.09 per common share outstanding

Management Comments

Brian Roney, CEO of Conifer, commented, “While we were pleased to see continued growth in our Personal lines production, overall, Conifer had an up and down quarter, netting to a small gain. Of note for the period, book value did increase, but largely due to GAAP treatment of an expected earn-out payment.”

2025 First Quarter Financial Results Overview


	At and for the Three Months Ended March 31,
	2025			2024			% Change
	(dollars in thousands, except share and per share amounts)

Gross written premiums	$	16,173		$	24,313		-33.5	%
Net written premiums		10,840			15,391		-29.6	%
Net earned premiums		10,315			16,887		-38.9	%

Net investment income		1,289			1,546		-16.6	%
Net realized investment gains (losses)		3			–		**
Change in fair value of equity investments		(192	)		43		**

Net income (loss) allocable to common shareholders		522			74		**
Net income (loss) allocable to common shareholders per share, diluted	$	0.04		$	0.01		**

Adjusted operating income (loss)*		(3,684	)		1,314		**
Adjusted operating income (loss) per share, diluted*	$	(0.30	)	$	0.11		**

Book value per common share outstanding	$	2.09		$	0.21

Weighted average shares outstanding, basic and diluted		12,222,881			12,222,881

Underwriting ratios:
Loss ratio (1)		89.7	%		62.0	%
Expense ratio (2)		50.8	%		34.7	%
Combined ratio (3)		140.5	%		96.7	%

* The “Definitions of Non-GAAP Measures” section of this release defines and reconciles data that are not based on generally accepted accounting principles.
** Percentage is not meaningful
(1) The loss ratio is the ratio, expressed as a percentage, of net losses and loss adjustment expenses to net earned premiums and other income from underwriting operations.
(2) The expense ratio is the ratio, expressed as a percentage, of policy acquisition costs and other underwriting expenses to net earned premiums and other income from underwriting operations.
(3) The combined ratio is the sum of the loss ratio and the expense ratio. A combined ratio under 100% indicates an underwriting profit. A combined ratio over 100% indicates an underwriting loss.

2025 First Quarter Gross Written Premium

Gross written premiums decreased 33.5% in the first quarter of 2025 to $16.2 million, compared to
$24.3 million in the prior year period. This decrease reflects the Company’s strategic shift away from Commercial Lines premium following the sale of our agency group in 2024.

Commercial Lines Financial and Operational Review


Commercial Lines Financial Review
	Three Months Ended March 31,
	2025			2024			% Change
	(dollars in thousands)

Gross written premiums	$	2,047		$	12,762		-84.0	%
Net written premiums		(1,604	)		8,287		-119.4	%
Net earned premiums		1,331			8,797		-84.9	%

Underwriting ratios:
Loss ratio		113.1	%		76.5	%
Expense ratio		25.3	%		32.7	%
Combined ratio		138.4	%		109.2	%

Contribution to combined ratio from net (favorable) adverse prior year development		-46.6	%		0.5	%

Accident year combined ratio (1)		185.0	%		108.7	%

(1) The accident year combined ratio is the sum of the loss ratio and the expense ratio, less changes in net ultimate loss estimates from prior accident year loss reserves. The accident year combined ratio provides management with an assessment of the specific policy year’s profitability and assists management in their evaluation of product pricing levels and quality of business written.

The Company’s commercial lines of business represented 12.6% of total gross written premium in the first quarter of 2025. As noted above, premium decreased considerably year over year as Conifer continued to focus its underwriting efforts on Personal Lines business, notably our homeowner’s insurance portfolio in Texas and the Midwest.

Personal Lines Financial and Operational Review


Personal Lines Financial Review
	Three Months Ended March 31,
	2025			2024			% Change
	(dollars in thousands)

Gross written premiums	$	14,126		$	11,551		22.3	%
Net written premiums		12,444			7,104		75.2	%
Net earned premiums		8,984			8,090		11.1	%

Underwriting ratios:
Loss ratio		86.3	%		46.2	%
Expense ratio		54.6	%		36.8	%
Combined ratio		140.9	%		83.0	%

Contribution to combined ratio from net (favorable) adverse prior year development		8.6	%		-6.3	%

Accident year combined ratio		132.3	%		89.3	%

Personal lines, representing 87.4% of total gross written premium for the quarter, consists primarily of low-value dwelling homeowner’s insurance in Texas and the Midwest.

Personal lines gross written premium increased 22.3% from the prior year period to $14.1 million for the first quarter of 2025, led by growth in the Company’s low-value dwelling line of business in Texas.

For the quarter, the loss ratio was impacted by ordinary seasonal storms, largely in Texas. As per the expected norm, we believe that the loss ratio should moderate as the year progresses.

Combined Ratio Analysis


	Three Months Ended March 31,
	2025		2024


Underwriting ratios:
Loss ratio	89.7	%	62.0	%
Expense ratio	50.8	%	34.7	%
Combined ratio	140.5	%	96.7	%

Contribution to combined ratio from net (favorable) adverse prior year development	1.4	%	-2.7	%

Accident year combined ratio	139.1	%	99.4	%

Net Investment Income
Net investment income was $1.3 million for the quarter ended March 31, 2025, compared to $1.5 million in the prior year period.

Change in Fair Value of Equity Securities
During the quarter, the Company reported a loss from the change in fair value of equity investments of $192,000, compared to a $43,000 gain in the prior year period.

Net Income (Loss) allocable to common shareholders
The Company reported net income allocable to common shareholders of $522,000, or $0.04 per share, for the first quarter of 2025.

Adjusted Operating Income (Loss)
There was an adjusted operating loss of $3.7 million, or $0.30 per share, for the first quarter ended March 31, 2025. See Definitions of Non-GAAP Measures.

About Conifer Holdings
Conifer Holdings, Inc. is a Michigan-based property and casualty holding company. Through its subsidiaries, Conifer offers specialty insurance coverage for largely personal lines, marketing through independent agents. The Company trades on the Nasdaq Capital Market under the symbol CNFR. Additional information is available on the Company’s website at www.ir.cnfrh.com.

Definitions of Non-GAAP Measures
Conifer prepares its public financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP). Statutory data is prepared in accordance with statutory accounting rules as defined by the National Association of Insurance Commissioners’ (NAIC) Accounting Practices and Procedures Manual, and therefore is not reconciled to GAAP data.

We believe that investors’ understanding of Conifer’s performance is enhanced by our disclosure of adjusted operating income. Our method for calculating this measure may differ from that used by other companies and therefore comparability may be limited. We define adjusted operating income (loss), a non-GAAP measure, as net income (loss) excluding: 1) net realized investment gains and losses, 2) change in fair value of equity securities 3) change in fair value of contingent considerations and 4) net income (loss) from discontinued operations. We use adjusted operating income as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into our results of operations and our underlying business performance.

Forward-Looking Statement

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and include Conifer’s expectations regarding premiums, earnings, its capital position, expansion, and growth strategies. The forward-looking statements contained in this press release are based on management’s good-faith belief and reasonable judgment based on current information. The forward-looking statements are qualified by important factors, risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those in the forward-looking statements, including those described in our form 10-K (“Item 1A Risk Factors”) filed with the SEC on March 28, 2025 and subsequent reports filed with or furnished to the SEC. Any forward-looking statement made by us in this report speaks only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable laws or regulations.

Reconciliations of adjusted operating income (loss) and adjusted operating income (loss) per share:


	Three Months Ended March 31,
	2025			2024
	(dollar in thousands, except share and per share amounts)

Net income (loss)	$	522		$	231
Less:
Net realized investment gains (losses)		3			–
Change in fair value of equity securities		(192	)		43
Change in fair value of contingent considerations		4,395			–
Net income (loss) from discontinued operations		–			(1,126	)
Impact of income tax expense (benefit) from adjustments *		–			–
Adjusted operating income (loss)	$	(3,684	)	$	1,314

Weighted average common shares, diluted		12,222,881			12,222,881

Diluted income (loss) per common share:
Net income (loss)	$	0.04		$	0.02
Less:
Net realized investment gains (losses)		–			–
Change in fair value of equity securities		(0.02	)		0.01
Change in fair value of contingent considerations		0.36			–
Net income (loss) from discontinued operations		–			(0.10	)
Impact of income tax expense (benefit) from adjustments *		–			–
Adjusted operating income (loss), per share	$	(0.30	)	$	0.11

* The Company has recorded a full valuation allowance against its deferred tax assets as of March 31, 2025 and March 31, 2024, respectively. As a result, there were no taxable impacts to adjusted operating income from the adjustments to net income (loss) in the table above after taking into account the use of NOLs and the change in the valuation allowance.


Conifer Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
(dollars in thousands)

	March 31,			December 31,
	2025			2024
Assets	(Unaudited)
Investment securities:
Debt securities, at fair value (amortized cost of $106,636 and $117,827, respectively)	$	96,023		$	105,665
Equity securities, at fair value (cost of $1,838 and $1,836, respectively)		1,411			1,603
Short-term investments, at fair value		42,066			21,151
Total investments		139,500			128,419

Cash and cash equivalents		10,281			27,654
Premiums and agents’ balances receivable, net		9,568			9,901
Reinsurance recoverables on unpaid losses		77,872			84,490
Reinsurance recoverables on paid losses		11,666			6,919
Prepaid reinsurance premiums		5,403			6,088
Deferred policy acquisition costs		6,647			6,380
Receivable from contingent considerations		12,465			8,070
Other assets		3,672			3,735
Total assets	$	277,074		$	281,656

Liabilities and Shareholders’ Equity
Liabilities:
Unpaid losses and loss adjustment expenses	$	176,362		$	189,285
Unearned premiums		30,645			30,590
Reinsurance premiums payable		2,488			1
Debt		11,996			11,932
Mandatorily redeemable preferred stock		5,651			–
Funds held under reinsurance agreements		20,964			25,829
Accounts payable and accrued expenses		3,383			2,494
Total liabilities		251,489			260,131

Commitments and contingencies		–			–

Shareholders’ equity:
Common stock, no par value (100,000,000 shares authorized; 12,222,881 issued and outstanding, respectively)		100,117			98,178
Accumulated deficit		(62,631	)		(63,153	)
Accumulated other comprehensive income (loss)		(11,901	)		(13,500	)
Total shareholders’ equity		25,585			21,525
Total liabilities and shareholders’ equity	$	277,074		$	281,656

Conifer Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(dollars in thousands, except share and per share data)

	Three Months Ended
	March 31
	2025			2024

Revenue and Other Income
Premiums
Gross earned premiums	$	16,118		$	34,232
Ceded earned premiums		(5,803	)		(17,345	)
Net earned premiums		10,315			16,887
Net investment income		1,289			1,546
Net realized investment gains (losses)		3			–
Change in fair value of equity securities		(192	)		43
Other income		65			149
Change in fair value of contingent considerations		4,395			–
Total revenue and other income		15,875			18,625

Expenses
Losses and loss adjustment expenses, net		9,274			10,520
Policy acquisition costs		2,677			3,160
Operating expenses		2,861			2,862
Interest expense		541			877
Total expenses		15,353			17,419

Income (loss) from continuing operations before income taxes		522			1,206
Income tax expense (benefit)		–			(151	)

Net income (loss) from continuing operations	$	522		$	1,357
Net income (loss) from discontinued operations		–			(1,126	)
Net income (loss)		522			231
Series A Preferred Stock dividends		–			157
Net income (loss) allocable to common shareholders	$	522		$	74

Earnings (loss) per common share, basic and diluted
Net income (loss) from continuing operations	$	0.04		$	0.11
Net income (loss) from discontinued operations	$	–		$	(0.10	)
Net income (loss) allocable to common shareholders	$	0.04		$	0.01

Weighted average common shares outstanding, basic and diluted		12,222,881			12,222,881

For Further Information:
Jessica Gulis, 248.559.0840
ir@cnfrh.com

The MIL Network –

May 15, 2025

MIL-OSI: Capital Southwest Announces Financial Results for Fourth Fiscal Quarter and Fiscal Year Ended March 31, 2025

Source: GlobeNewswire (MIL-OSI)

DALLAS, May 14, 2025 (GLOBE NEWSWIRE) — Capital Southwest Corporation (“Capital Southwest,” “CSWC” or the “Company”) (Nasdaq: CSWC), an internally managed business development company focused on providing flexible financing solutions to support the acquisition and growth of middle market businesses, today announced its financial results for the fourth fiscal quarter and year ended March 31, 2025.

Fourth Quarter Fiscal Year 2025 Financial Highlights

Total Investment Portfolio: $1.8 billion
- Credit Portfolio of $1.6 billion
  - 99% 1st Lien Senior Secured Debt
  - $146.2 million in new committed credit investments during the quarter
  - Weighted Average Yield on Debt Investments: 11.7%
  - Current non-accruals with a fair value of $30.6 million, representing 1.7% of the total investment portfolio
- Equity Portfolio of $179.4 million
  - $3.8 million in new equity co-investments during the quarter
Pre-Tax Net Investment Income:
- $28.5 million, or $0.56 per weighted average common share outstanding
- Adjusted pre-tax net investment income of $31.3 million, or $0.61 per weighted average common share outstanding, excluding one-time net expenses of $2.8 million, or $0.05 per share, related to the departure of our former President and Chief Executive Officer⁽¹⁾
Estimated Undistributed Taxable Income (“UTI”): $0.79 per share as of March 31, 2025
LTM Operating Leverage: 1.7% for the quarter ended March 31, 2025
Dividends: Paid $0.58 per share Regular Dividend and $0.06 per share Supplemental Dividend
- 110% LTM Pre-Tax NII Regular Dividend Coverage
- Total Dividends for the quarter ended March 31, 2025 of $0.64 per share
Net Realized and Unrealized Depreciation: $10.3 million, or 0.6% of total investments at fair value
- $19.3 million of net appreciation related to the equity portfolio
- $25.7 million of net depreciation related to the credit portfolio
- $3.9 million realized and unrealized income tax provision
Balance Sheet:
- Cash and Cash Equivalents: $43.2 million
- Total Net Assets: $883.6 million
- Net Asset Value (“NAV”) per Share: $16.70

Fiscal Year 2025 Financial Highlights

Total Investment Portfolio: Increased by $308.7 million in total fair value, from $1.5 billion to $1.8 billion, representing 21% growth during the year
- Credit Portfolio increased by $261.3 million, representing 19% growth during the year
Investment Revenue: $204.4 million for the year ended March 31, 2025, representing a $26.3 million, or 15% increase, as compared to March 31, 2024
Operating Leverage: Remained flat at 1.7% as of March 31, 2025 as compared to March 31, 2024
Dividends: Declared and paid total dividends of $2.54 per share
- $2.31 per share in regular dividends, an increase of 3% compared to the prior year
- $0.23 per share in supplemental dividends
- Estimated UTI balance at the end of the fiscal year ended March 31, 2025 was $0.79 per share

In commenting on the Company’s results, Michael Sarner, President and Chief Executive Officer, stated, “The March quarter was another strong quarter for Capital Southwest, with approximately $150 million of new committed originations. Our portfolio continued to generate significant income for our shareholders, producing $0.61 of adjusted pre-tax net investment income per share,⁽¹⁾ or $0.56 of pre-tax net investment income per share, for the quarter. In consideration of the continued performance of our portfolio, our Board of Directors has again declared a regular dividend of $0.58 per share for the quarter ending June 30, 2025. Our Board of Directors also has declared a supplemental dividend of $0.06 per share for the quarter ending June 30, 2025, resulting in total dividends for the quarter of $0.64 per share. While future dividend declarations are at the discretion of our Board of Directors, it is our intent to continue to distribute quarterly supplemental dividends for the foreseeable future based on our current UTI balance of $0.79 per share, additional harvested gains which occurred subsequent to quarter end and significant net unrealized appreciation in our equity portfolio. We continued to efficiently raise equity capital during the quarter, raising over $68 million on our Equity ATM Program. In April 2025, we increased commitments by $25 million on our Corporate Credit Facility to $510 million. Additionally, we received a license from the U.S. Small Business Administration to operate a second SBIC subsidiary. This license provides Capital Southwest with access to up to an additional $175 million in cost effective debt capital, bringing Capital Southwest’s aggregate borrowing capacity through the SBIC program to a total of up to $350 million.”

Fourth Quarter Fiscal Year Investment Activities

During the quarter ended March 31, 2025, the Company originated $149.9 million in new commitments, consisting of investments in four new portfolio companies totaling $116.3 million and add-on commitments in 15 portfolio companies totaling $33.6 million. New committed originations were comprised of $146.1 million 1st lien senior secured debt and $3.8 million equity.

During the quarter ended March 31, 2025, the Company received proceeds of $40.6 million from nine portfolio company prepayments and exits, generating net realized gains of $5.1 million. Total proceeds were comprised of $24.6 million from debt investments and $16.0 million from equity investments.

Fourth Fiscal Quarter 2025 Operating Results

For the quarter ended March 31, 2025, Capital Southwest reported total investment income of $52.4 million, compared to $52.0 million in the prior quarter. The increase in investment income was primarily attributable to an increase in interest income due to an increase in the average cost basis of investments held, offset by a decrease in prepayment and arranger fees received during the quarter.

For the quarter ended March 31, 2025, total operating expenses (excluding interest expense) were $8.7 million, compared to $6.6 million in the prior quarter. The increase was primarily attributable to $2.8 million in one-time expenses related to the departure of our former President and Chief Executive Officer during the current quarter.

For the quarter ended March 31, 2025, interest expense was $15.2 million, compared to $14.7 million in the prior quarter. The increase was primarily attributable to an increase in average debt outstanding.

For the quarter ended March 31, 2025, total pre-tax net investment income was $28.5 million, compared to $30.7 million in the prior quarter.

For the quarter ended March 31, 2025, there was a tax provision of $0.6 million, compared to a tax provision of $0.4 million in the prior quarter.

During the quarter ended March 31, 2025, Capital Southwest recorded total net realized and unrealized losses on investments of $10.3 million, compared to $13.7 million of total net realized and unrealized losses in the prior quarter. For the quarter ended March 31, 2025, the total net realized and unrealized losses on investments reflected net realized and unrealized gains on equity investments of $19.3 million, net realized and unrealized losses on debt investments of $25.7 million and realized and unrealized income tax provision of $3.9 million. The net increase in net assets resulting from operations was $17.6 million for the quarter, compared to $16.3 million in the prior quarter.

The Company’s NAV at March 31, 2025 was $16.70 per share, compared to $16.59 per share in the prior quarter. The increase in NAV per share from the prior quarter is primarily due to the issuance of common stock at a premium to NAV per share through the Equity ATM Program (as described below), partially offset by net realized and unrealized losses on investments.

Fiscal Year 2025 Operating Results

For the year ended March 31, 2025, Capital Southwest reported total investment income of $204.4 million, compared to $178.1 million in the prior year. The increase in investment income was primarily attributable to an increase in average debt investments outstanding and an increase in arranger fees, partially offset by a decrease in weighted average yield on debt investments and a decrease in dividend income.

For the year ended March 31, 2025, total operating expenses (excluding interest expense) were $29.0 million, compared to $24.1 million in the prior year. The increase in operating expenses (excluding interest expense) during the current year was primarily attributable to one-time expenses related to the departure of our former President and Chief Executive Officer during the current year, an increase in professional fees and an increase in general and administrative expenses.

For the year ended March 31, 2025, interest expense was $55.0 million, compared to $43.1 million in the prior year. The increase was primarily attributable to an increase in average debt outstanding and an increase in the weighted average interest rate on total debt.

For the year ended March 31, 2025, total pre-tax net investment income was $120.4 million, compared to $110.9 million in the prior year.

During the year ended March 31, 2025, Capital Southwest recorded total net realized and unrealized losses on investments of $47.2 million, compared to $26.3 million in the prior year. For the year ended March 31, 2025, the total net realized and unrealized losses on investments reflected net realized and unrealized gains on equity of $28.4 million, net realized and unrealized losses on debt of $69.0 million and realized and unrealized income tax provision of $6.6 million. The net increase in net assets resulting from operations was $70.5 million, compared to $83.4 million in the prior year.

The Company’s NAV at March 31, 2025 was $16.70, as compared to $16.77 at March 31, 2024. The decrease in NAV per share from the prior year is primarily due to net realized and unrealized losses on investments, partially offset by the issuance of common stock at a premium to NAV per share through the Equity ATM Program (as described below).

Liquidity and Capital Resources

At March 31, 2025, Capital Southwest had approximately $43.2 million in unrestricted cash and money market balances and $341.2 million of unused capacity under the Corporate Credit Facility (as defined below) and the SPV Credit Facility (as defined below). The regulatory debt to equity ratio at the end of the quarter was 0.89 to 1.

As of March 31, 2025, Capital Southwest had the following borrowings outstanding:

$235.0 million of total debt outstanding on the Corporate Credit Facility
$108.0 million of total debt outstanding on the SPV Credit Facility
$148.8 million, net of unamortized debt issuance costs, of the 3.375% Notes due October 2026
$70.2 million, net of unamortized debt issuance costs, of the 7.75% Notes due August 2028
$223.1 million, net of amortized debt issuance costs, of the 5.125% convertible notes due November 2029
$170.9 million, net of unamortized debt issuance costs, of SBA Debentures (as defined below)

In August 2016, CSWC entered into a senior secured credit facility (the “Corporate Credit Facility”) to provide additional liquidity to support its investment and operational activities. Borrowings under the Corporate Credit Facility accrue interest on a per annum basis at a rate equal to the applicable SOFR rate plus 2.15%. On August 2, 2023, CSWC entered into the Third Amended and Restated Senior Secured Revolving Credit Agreement (the “Credit Agreement”) that (1) increased commitments under the Corporate Credit Facility from $400 million to $435 million; (2) added an uncommitted accordion feature that could increase the maximum commitments up to $750 million; (3) extended the end of the Corporate Credit Facility’s revolving period from August 9, 2025 to August 2, 2027 and extended the final maturity from August 9, 2026 to August 2, 2028; and (4) amended several financial covenants. On December 7, 2023, the Company entered into an Incremental Commitment and Assumption Agreement that increased the total commitments under the accordion feature of the Credit Agreement by $25 million, which increased total commitments from $435 million to $460 million. The $25 million increase was provided by one new lender, bringing the total bank syndicate to ten participants. On September 12, 2024, the Company entered into an Incremental Commitment and Assumption Agreement that increased the total commitments under the accordion feature of the Credit Agreement by $25 million, which increased total commitments from $460 million to $485 million. The $25 million increase was provided by one new lender, bringing the total bank syndicate to 11 participants. On April 9, 2025, the Company entered into Incremental Commitment and Assumption Agreements that increased the total commitments under the accordion feature of the Credit Agreement by $25 million, which increased total commitments from $485 million to $510 million. The $25 million increase was provided by two existing lenders.

Capital Southwest SPV LLC (“SPV”) is a wholly owned special purpose vehicle that was formed to hold investments for the SPV Credit Facility (as defined below) to support our investment and operating activities. On March 20, 2024, SPV entered into a special purpose vehicle financing credit facility (the “SPV Credit Facility”). The SPV Credit Facility included an initial commitment of $150 million. Pursuant to the terms of the loan agreement, on June 20, 2024, total commitments automatically increased from $150 million to $200 million. The SPV Credit Facility also includes an accordion feature that allows increases up to $400 million of total commitments from new and existing lenders on the same terms and conditions as the existing commitments. Borrowings under the SPV Credit Facility bear interest at three-month Term SOFR plus 2.50% per annum during the revolving period ending on March 20, 2027 and three-month Term SOFR plus an applicable margin of 2.85% thereafter. SPV (i) paid unused commitment fees of 0.10% through April 20, 2024 and (ii) pays unused commitment fees of 0.35% thereafter, on the unused lender commitments under the SPV Credit Facility, in addition to other customary fees. Under the SPV Credit Facility, SPV also pays a utilization fee based on the amount of borrowings utilized. The SPV Credit Facility matures on March 20, 2029.

On November 4, 2024, the Company issued $230.0 million in aggregate principal amount of 5.125% convertible notes due 2029 (the “2029 Convertible Notes”), including the underwriters’ full exercise of their option to purchase an additional $30.0 million in aggregate principal amount to cover over-allotments. The 2029 Convertible Notes bear interest at a rate of 5.125% per year, payable quarterly on February 15, May 15, August 15 and November 15 of each year. The 2029 Convertible Notes will mature on November 15, 2029, unless earlier converted, redeemed or repurchased. The conversion rate was initially 40.0000 shares of common stock per $1,000 principal amount of 2029 Convertible Notes (equivalent to an initial conversion price of $25.00 per share of common stock), subject to adjustment in some events.

On December 9, 2024, the Company redeemed $140.0 million in aggregate principal amount of the issued and outstanding 4.50% notes due 2026 (the “January 2026 Notes”) in full. The January 2026 Notes were redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon, through, but excluding the redemption date. Accordingly, the Company recognized a realized loss on extinguishment of debt, equal to the write-off of the related unamortized debt issuance costs, of $0.4 million during the quarter ended December 31, 2024. There was no “make-whole” premium required to be paid in connection with the redemption.

The Company has an “at-the-market” offering (the “Equity ATM Program”), pursuant to which the Company may offer and sell, from time to time through sales agents, up to $1 billion of shares of its common stock. During the quarter ended March 31, 2025, the Company sold 2,992,513 shares of its common stock under the Equity ATM Program at a weighted-average price of $22.91 per share, raising $68.6 million of gross proceeds. Net proceeds were $67.5 million after commissions to the sales agents on shares sold. As of March 31, 2025, the Company has $290.0 million available under the Equity ATM Program.

Our wholly owned subsidiaries, Capital Southwest SBIC I, LP (“SBIC I”) and Capital Southwest SBIC II, LP (“SBIC II” and together with SBIC I, the “SBIC Subsidiaries”), received a license from the Small Business Administration (the “SBA”) to operate as a Small Business Investment Company (“SBIC”) under Section 301(c) of the Small Business Investment Act of 1958, as amended, on April 20, 2021 and April 17, 2025, respectively. The SBIC licenses allow the SBIC Subsidiaries to obtain leverage by issuing SBA-guaranteed debentures (“SBA Debentures”), subject to the issuance of a leverage commitment by the SBA. SBA debentures are loans issued to an SBIC that have interest payable semi-annually and a ten-year maturity. The interest rate is fixed shortly after issuance at a market-driven spread over U.S. Treasury Notes with ten-year maturities. For two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350 million. As of March 31, 2025, SBIC I had a total leverage commitment from the SBA in the amount of $175.0 million, all of which was drawn.

Share Repurchase Program

On July 28, 2021, the Company’s Board of Directors (the “Board”) approved a share repurchase program authorizing the Company to repurchase up to $20 million of its outstanding shares of common stock in the open market at certain thresholds below its NAV per share, in accordance with guidelines specified in Rules 10b5-1(c)(1)(i)(B) and 10b-18 under the Securities Exchange Act of 1934, as amended. On August 31, 2021, the Company entered into a share repurchase agreement, which became effective immediately, and the Company will cease purchasing its common stock under the share repurchase program upon the earlier of, among other things: (1) the date on which the aggregate purchase price for all shares equals $20 million including, without limitation, all applicable fees, costs and expenses; or (2) upon written notice by the Company to the broker that the share repurchase agreement is terminated. During the quarter ended March 31, 2025, the Company did not repurchase any shares of the Company’s common stock under the share repurchase program.

Regular Dividend of $0.58 Per Share and Supplemental Dividend of $0.06 Per Share for Quarter Ended June 30, 2025

On April 25, 2025, the Board declared a total dividend of $0.64 per share for the quarter ending June 30, 2025, comprised of a Regular Dividend of $0.58 per share and a Supplemental Dividend of $0.06 per share.

The Company’s dividend will be payable as follows:

Regular Dividend

Amount Per Share: $0.58
Ex-Dividend Date: June 13, 2025
Record Date: June 13, 2025
Payment Date: June 30, 2025

Supplemental Dividend

Amount Per Share: $0.06
Ex-Dividend Date: June 13, 2025
Record Date: June 13, 2025
Payment Date: June 30, 2025

When declaring dividends, the Board of Directors reviews estimates of taxable income available for distribution, which may differ from net investment income under generally accepted accounting principles. The final determination of taxable income for each year, as well as the tax attributes for dividends in such year, will be made after the close of the tax year.

Capital Southwest maintains a dividend reinvestment plan (“DRIP”) that provides for the reinvestment of dividends on behalf of its registered stockholders who hold their shares with Capital Southwest’s transfer agent and registrar, Equiniti Trust Company. Under the DRIP, if the Company declares a dividend, registered stockholders who have opted into the DRIP by the dividend record date will have their dividend automatically reinvested into additional shares of Capital Southwest’s common stock.

Fourth Quarter 2025 Earnings Results Conference Call and Webcast

Capital Southwest has scheduled a conference call on Thursday, May 15, 2025, at 11:00 a.m. Eastern Time to discuss the fourth quarter 2025 financial results. You may access the call by using the Investor Relations section of Capital Southwest’s website at www.capitalsouthwest.com, or by using http://edge.media-server.com/mmc/p/s389iru5.

An audio archive of the conference call will also be available on the Investor Relations section of Capital Southwest’s website.

For a more detailed discussion of the financial and other information included in this press release, please refer to the Capital Southwest’s Form 10-K for the period ended March 31, 2025 to be filed with the Securities and Exchange Commission (the “SEC”) and Capital Southwest’s Fourth Fiscal Quarter 2025 Earnings Presentation to be posted on the Investor Relations section of Capital Southwest’s website at www.capitalsouthwest.com.

About Capital Southwest

Capital Southwest Corporation (Nasdaq: CSWC) is a Dallas, Texas-based, internally managed business development company with approximately $1.8 billion in investments at fair value as of March 31, 2025. Capital Southwest is a middle market lending firm focused on supporting the acquisition and growth of middle market businesses with $5 million to $50 million investments across the capital structure, including first lien, second lien and non-control equity co-investments. As a public company with a permanent capital base, Capital Southwest has the flexibility to be creative in its financing solutions and to invest to support the growth of its portfolio companies over long periods of time.

Forward-Looking Statements

This press release contains historical information and forward-looking statements with respect to the business and investments of Capital Southwest, including, but not limited to, the statements about Capital Southwest’s future performance and financial performance and financial condition, and the timing, form and amount of any distributions or supplemental dividends in the future. Forward-looking statements are statements that are not historical statements and can often be identified by words such as “will,” “believe,” “expect” and similar expressions and variations or negatives of these words. These statements are based on management’s current expectations, assumptions and beliefs. They are not guarantees of future results and are subject to numerous risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement. These risks include risks related to: changes in the markets in which Capital Southwest invests; changes in the financial, capital, and lending markets; changes in the interest rate environment and its impact on our business and our portfolio companies; regulatory changes; tax treatment; our ability to operate the SBIC Subsidiaries as small business investment companies; the uncertainty associated with the imposition of tariffs and trade barriers and changes in trade policy and its impact on our portfolio companies and our financial condition; an economic downturn and its impact on the ability of our portfolio companies to operate and the investment opportunities available to us; the impact of supply chain constraints on our portfolio companies; and the elevated levels of inflation and its impact on our portfolio companies and the industries in which we invests.

Readers should not place undue reliance on any forward-looking statements and are encouraged to review Capital Southwest’s Annual Report on Form 10-K for the year ended March 31, 2025 and any subsequent filings with the SEC, including the “Risk Factors” sections therein, for a more complete discussion of the risks and other factors that could affect any forward-looking statements. Except as required by the federal securities laws, Capital Southwest does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changing circumstances or any other reason after the date of this press release.

Investor Relations Contact:

Michael S. Sarner, President and Chief Executive Officer
214-884-3829

(1) Adjusted pre-tax net investment income is a non-GAAP measure. This non-GAAP measure is included to supplement the Company’s financial information presented in accordance with GAAP and because the Company believes such measure is a useful indicator of operations and enhances investors’ ability to analyze trends in the Company’s business exclusive of a tax provision and the one-time net expenses related to the departure of Capital Southwest’s former President and Chief Executive Officer. However, the non-GAAP measure has limitations and should not be considered in isolation or as a substitute for analysis of the Company’s financial results as reported under GAAP.

Non-GAAP measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. In addition, non-GAAP measures are not based on any comprehensive set of accounting rules or principles. This measure should only be used to evaluate the Company’s results of operations in conjunction with its corresponding GAAP measure. Pursuant to the requirements of Item 10(e) of Regulation S-K, as promulgated under the Securities Exchange Act of 1934, as amended, the Company has provided a reconciliation of these non-GAAP measures in the above disclosure.

CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In thousands, except shares and per share data)

	March 31,			March 31,
		2025			2024
	(Unaudited)
Assets
Investments at fair value:
Non-control/Non-affiliate investments (Cost: $1,403,623 and $1,276,690, respectively)	$	1,436,316		$	1,286,355
Affiliate investments (Cost: $304,824 and $200,013, respectively)		292,891			190,206
Control investments (Cost: $70,913 and $0, respectively)		56,092			—
Total investments (Cost: $1,779,360 and $1,476,703, respectively)		1,785,299			1,476,561
Cash and cash equivalents		43,221			32,273
Restricted cash		1,650			—
Receivables:
Dividends and interest		30,303			22,928
Escrow		1,926			16
Other		2,018			7,276
Income tax receivable		94			336
Debt issuance costs (net of accumulated amortization of $10,357 and $7,741, respectively)		9,266			10,928
Other assets		9,063			6,440
Total assets	$	1,882,840		$	1,556,758

Liabilities
SBA Debentures (net of $4,082 and $4,305, respectively, of unamortized debt issuance costs)	$	170,918		$	148,695
January 2026 Notes (net of $0 and $612, respectively, of unamortized debt issuance costs)		—			139,388
October 2026 Notes (net of $1,154 and $1,923, respectively, of unamortized debt issuance costs)		148,846			148,077
August 2028 Notes (net of $1,681 and $2,182, respectively, of unamortized debt issuance costs)		70,194			69,693
2029 Convertible Notes (net of $6,893 and $0, respectively, of unamortized debt issuance costs)		223,107			—
Credit Facilities		343,000			265,000
Other liabilities		23,038			17,381
Accrued restoration plan liability		555			570
Income tax payable		2,769			281
Deferred tax liability		16,780			11,997
Total liabilities		999,207			801,082

Commitments and contingencies (Note 12)

Net Assets
Common stock, $0.25 par value: authorized, 75,000,000 shares at March 31, 2025 and March 31, 2024; issued, 52,912,796 shares at March 31, 2025 and 45,050,759 shares at March 31, 2024		13,228			11,263
Additional paid-in capital		959,123			796,945
Total distributable (loss) earnings		(88,718	)		(52,532	)
Total net assets		883,633			755,676
Total liabilities and net assets	$	1,882,840		$	1,556,758
Net asset value per share (52,912,796 shares outstanding at March 31, 2025 and 45,050,759 shares outstanding at March 31, 2024)	$	16.70		$	16.77

CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except shares and per share data)

	Years Ended
	March 31,
		2025			2024			2023
	(Unaudited)
Investment income:
Interest income:
Non-control/Non-affiliate investments	$	152,952		$	133,329		$	87,982
Affiliate investments		20,015			17,209			11,658
Control investments		1,226			—			—
Payment-in-kind interest income:
Non-control/Non-affiliate investments		9,819			7,737			2,382
Affiliate investments		2,214			2,471			3,060
Control investments		644			—			—
Dividend income:
Non-control/Non-affiliate investments		4,125			3,533			1,824
Affiliate investments		421			230			141
Control investments		—			7,983			7,337
Fee income:
Non-control/Non-affiliate investments		8,340			4,257			4,057
Affiliate investments		2,179			759			638
Control investments		135			82			100
Other income		2,369			545			121
Total investment income		204,439			178,135			119,300
Operating expenses:
Compensation		11,143			10,631			9,870
Share-based compensation		6,963			4,518			3,705
Interest		54,959			43,088			28,873
Professional fees		4,685			3,705			3,180
General and administrative		6,242			5,244			4,632
Total operating expenses		83,992			67,186			50,260
Income before taxes		120,447			110,949			69,040
Federal income, excise and other taxes		1,424			1,135			630
Deferred taxes		841			(191	)		(301	)
Total income tax provision		2,265			944			329
Net investment income	$	118,182		$	110,005		$	68,711
Realized (loss) gain
Non-control/Non-affiliate investments	$	(46,722	)	$	(18,062	)	$	(5,872	)
Affiliate investments		273			(6,500	)		(11,027	)
Control investments		(260	)		(15,047	)		—
Income tax (provision) benefit		(2,941	)		(286	)		(130	)
Total net realized (loss) gain on investments, net of tax		(49,650	)		(39,895	)		(17,029	)
Net unrealized appreciation (depreciation) on investments
Non-control/Non-affiliate investments		916			1,584			(6,942	)
Affiliate investments		6,354			(6,688	)		6,014
Control investments		(1,188	)		18,727			(11,147	)
Income tax (provision) benefit		(3,659	)		17			(6,514	)
Total net unrealized appreciation (depreciation) on investments, net of tax		2,423			13,640			(18,589	)
Net realized and unrealized (losses) gains on investments		(47,227	)		(26,255	)		(35,618	)
Realized loss on extinguishment of debt		(387	)		(361	)		—
Realized loss on disposal of fixed assets		(20	)		—			—
Net increase in net assets from operations	$	70,548		$	83,389		$	33,093

Pre-tax net investment income per share – basic	$	2.50		$	2.72		$	2.30
Net investment income per share – basic	$	2.46		$	2.70		$	2.29
Net increase in net assets from operations – basic	$	1.47		$	2.05		$	1.10
Net increase in net assets from operations – diluted	$	1.47		$	2.05		$	1.10
Weighted average common shares outstanding – basic		47,448,093			40,727,133			30,015,533
Weighted average common shares outstanding – diluted		51,187,714			40,727,133			30,015,533

The MIL Network –

May 15, 2025

MIL-OSI: Epsilon Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

HOUSTON, May 14, 2025 (GLOBE NEWSWIRE) — Epsilon Energy Ltd. (“Epsilon” or the “Company”) (NASDAQ: EPSN) today reported first quarter 2025 financial and operating results.

First Quarter 2025 Highlights:

Epsilon – Q1 2025
		Q1 2025	Q4 2024	Q1 2024	QoQ%		YoY%
NRI Production
Gas	MMcf	2,740	1,765	1,666	55	%	64	%
Oil	Mbbl	46	52	37	-12	%	24	%
NGL	Mbbl	16	17	16	-6	%	-2	%
Total	Mmcfe	3,108	2,176	1,982	43	%	57	%

Revenues	$M
Gas		10,614	3,958	2,963	168	%	258	%
Oil		3,270	3,537	2,715	-8	%	20	%
NGL		387	385	373	1	%	4	%
Midstream¹		1,892	1,060	1,936	79	%	-2	%
Total		16,163	8,940	7,987	81	%	102	%

Realized Prices²
Gas	$/Mcf	3.87	2.24	1.78	73	%	118	%
Oil	$/Bbl	71.76	68.38	74.13	5	%	-3	%
NGL	$/Bbl	24.52	22.98	23.16	7	%	6	%

Adj. EBITDA	$M	10,609	5,335	4,595	99	%	131	%

Cash + STI³	$M	7,363	6,990	15,447	5	%	-52	%

Capex⁴	$M	8,035	3,804	21,466	111	%	-63	%

Dividend	$M	1,376	1,370	1,370	0	%	0	%

Share Buybacks	$M	0	0	1,199			-100	%

1) Net of elimination entry for fees paid by Epsilon
2) Excludes impact of hedge realizations
3) Includes restricted cash balance
4) Includes acquisitions

Operations Update:

Epsilon’s capital expenditures were $8.0 million for the quarter ended March 31, 2025. These were primarily related to the drilling and completion of 2 gross (0.5 net) Glauconitic wells in the Garrington area of Alberta, Canada (including $4.9 million in drilling carry in favor of the operator to earn a 25% working interest in the large leasehold position).

Jason Stabell, Epsilon’s Chief Executive Officer, commented, “Our Marcellus business performed very well during the quarter with all delayed turn-in-line wells now on production and the lifting of the curtailments we sustained for most of last year. As a result, total gas volumes were up over 50% quarter over quarter. Realized gas prices also rebounded strongly, with Marcellus cash-flows (revenues less operating expenses) up over 200% quarter over quarter and up over 450% from the first quarter last year. This demonstrates the leverage we have in the basin to incremental development in a strong natural gas market. As mentioned previously, we have meaningful remaining undeveloped inventory there. However, we don’t expect any additional development this year.

In Texas, current plans call for 2 gross (0.5 net) new wells over the remainder of the year, in line with our development obligations on the leasehold. The Barnett wells are still economic at current oil prices, but any escalation in activity levels will require higher sustained prices.

Our first two wells in the Alberta JV we entered in October are now on production. Our operating partner is currently evaluating inflow performance and sizing artificial lift and facilities. The current plan is to drill 2 more wells there over the remainder of the year.

With our diversified assets, commodity mix and balance sheet, we remain in a strong position to take advantage of accretive opportunities.”

Current Hedge Book:

NG Hedge Book				Realized – Q125
2025		Jan-25		Feb-25		Mar-25		Apr-25		May-25		Jun-25		Jul-25		Aug-25		Sep-25		Oct-25		Nov-25		Dec-25
NYMEX Henry Hub (LD)
Fixed Swaps	MMBTUs	(232,500	)	(210,000	)	(387,500	)	(255,000	)	(418,500	)	(255,000	)	(263,500	)	(263,500	)	(255,000	)	(263,500	)	(120,000	)	(120,000	)
Hedges per Day	p/day	(7,500	)	(7,500	)	(12,500	)	(8,500	)	(13,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(4,000	)	(4,000	)
WA Strike Price	$ / MMBTU	3.47		3.47		3.68		3.21		3.12		3.21		3.21		3.21		3.21		3.21		4.66		4.66
Tenn Z4 300L Basis
Basis Swaps	MMBTUs	(232,500	)	(210,000	)	(232,500	)	(255,000	)	(263,500	)	(255,000	)	(263,500	)	(263,500	)	(255,000	)	(263,500	)
Hedges per Day	p/day	(7,500	)	(7,500	)	(7,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)
WA Strike Price	$ / MMBTU	(0.74	)	(0.74	)	(0.74	)	(0.95	)	(0.95	)	(0.95	)	(0.95	)	(0.95	)	(0.95	)	(0.95	)

Hedged Net Price	$ / MMBTU									2.17		2.26		2.26		2.26		2.26		2.26
Settlements	$M	(76.73	)	(94.50	)	(159.50	)	(198.40	)	(28.62	)

NG Hedge Book
2026		Jan-26		Feb-26		Mar-26		Apr-26		May-26		Jun-26		Jul-26		Aug-26		Sep-26		Oct-26		Nov-26		Dec-26
NYMEX Henry Hub (LD)
Fixed Swaps	MMBTUs	(124,000	)	(112,000	)	(124,000	)	(120,000	)	(124,000	)	(120,000	)	(124,000	)	(124,000	)	(120,000	)	(124,000	)
Hedges per Day	p/day	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)
WA Strike Price	$ / MMBTU	4.66		4.66		4.66		4.09		4.09		4.09		4.09		4.09		4.09		4.09

Crude Hedge Book		Realized – Q125
2025		Jan-25		Feb-25		Mar-25		Apr-25		May-25		Jun-25		Jul-25		Aug-25		Sep-25		Oct-25		Nov-25		Dec-25
NYMEX WTI CMA
Fixed Swaps	Bbls	(4,682	)	(4,091	)	(4,389	)	(6,600	)	(6,600	)	(6,200	)	(6,200	)	(6,000	)	(5,600	)	(3,400	)	(3,200	)	(3,200	)
Hedges per Day	BOPD	(151	)	(146	)	(142	)	(220	)	(213	)	(207	)	(200	)	(194	)	(187	)	(110	)	(107	)	(103	)
WA Strike Price	$/Bbl	74.34		74.34		74.34		71.73		71.76		71.79		71.07		71.06		71.05		70.20		70.20		70.20
Settlements	$M	(3.55	)	12.81		28.09		57.86

Earning’s Call:

The Company will host a conference call to discuss its results on Thursday, May 15, 2025 at 10:00 a.m. Central Time (11:00 a.m. Eastern Time).

Interested parties in the United States and Canada may participate toll-free by dialing (833) 816-1385. International parties may participate by dialing (412) 317-0478. Participants should ask to be joined to the “Epsilon Energy First Quarter 2025 Earnings Conference Call.”

A webcast can be viewed at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=Ehro2Pgc. A webcast replay will be available on the Company’s website (www.epsilonenergyltd.com) following the call.

About Epsilon

Epsilon Energy Ltd. is a North American onshore natural gas and oil production and gathering company with assets in Pennsylvania, Texas, Alberta CA, New Mexico, and Oklahoma.

Forward-Looking Statements

Certain statements contained in this news release constitute forward looking statements. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, ‘may”, “will”, “project”, “should”, ‘believe”, and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated. Forward-looking statements are based on reasonable assumptions, but no assurance can be given that these expectations will prove to be correct and the forward-looking statements included in this news release should not be unduly relied upon.

Contact Information:

281-670-0002

Jason Stabell
Chief Executive Officer
Jason.Stabell@EpsilonEnergyLTD.com

Andrew Williamson
Chief Financial Officer
Andrew.Williamson@EpsilonEnergyLTD.com


EPSILON ENERGY LTD. Unaudited Consolidated Statements of Operations (All amounts stated in US$)

	Three months ended March 31,
	2025			2024
Revenues from contracts with customers:
Gas, oil, NGL, and condensate revenue	$	14,270,790		$	6,051,045
Gas gathering and compression revenue		1,892,350			1,935,698
Total revenue		16,163,140			7,986,743

Operating costs and expenses:
Lease operating expenses		2,755,898			1,768,462
Gathering system operating expenses		552,651			552,570
Depletion, depreciation, amortization, and accretion		3,475,857			2,380,426
Impairment expense		6,669			—
General and administrative expenses:
Stock based compensation expense		385,838			321,569
Other general and administrative expenses		1,818,418			1,559,023
Total operating costs and expenses		8,995,331			6,582,050
Operating income		7,167,809			1,404,693

Other income (expense):
Interest income		15,299			266,272
Interest expense		(12,211	)		(8,760	)
Loss on derivative contracts		(1,462,170	)		(100,726	)
Other expense		(22,499	)		(533	)
Other (expense) income, net		(1,481,581	)		156,253

Net income before income tax expense		5,686,228			1,560,946
Income tax expense		1,670,194			54,050
NET INCOME	$	4,016,034		$	1,506,896
Currency translation adjustments		(50,116	)		364
Unrealized loss on securities		—			(4,609	)
NET COMPREHENSIVE INCOME	$	3,965,918		$	1,502,651

Net income per share, basic	$	0.18		$	0.07
Net income per share, diluted	$	0.18		$	0.07
Weighted average number of shares outstanding, basic		22,008,766			21,994,207
Weighted average number of shares outstanding, diluted		22,109,819			21,994,207

EPSILON ENERGY LTD. Unaudited Consolidated Balance Sheets (All amounts stated in US$)

	March 31,			December 31,
	2025			2024
ASSETS
Current assets
Cash and cash equivalents	$	6,892,735		$	6,519,793
Accounts receivable		8,003,517			5,843,722
Prepaid income taxes		—			975,963
Other current assets		647,295			792,041
Total current assets		15,543,547			14,131,519
Non-current assets
Property and equipment:
Oil and gas properties, successful efforts method
Proved properties		194,811,616			191,879,210
Unproved properties		33,425,087			28,364,186
Accumulated depletion, depreciation, amortization and impairment		(126,370,072	)		(123,281,395	)
Total oil and gas properties, net		101,866,631			96,962,001
Gathering system		43,176,418			43,116,371
Accumulated depletion, depreciation, amortization and impairment		(36,777,152	)		(36,449,511	)
Total gathering system, net		6,399,266			6,666,860
Land		637,764			637,764
Buildings and other property and equipment, net		246,894			259,335
Total property and equipment, net		109,150,555			104,525,960
Other assets:
Operating lease right-of-use assets, long term		318,604			344,589
Restricted cash		470,000			470,000
Prepaid drilling costs		22,581			982,717
Total non-current assets		109,961,740			106,323,266
Total assets	$	125,505,287		$	120,454,785

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable trade	$	2,013,172		$	2,334,732
Gathering fees payable		1,651,164			997,016
Royalties payable		2,019,819			1,400,976
Income taxes payable		924,905			—
Accrued capital expenditures		309,630			572,079
Accrued compensation		284,905			695,018
Other accrued liabilities		481,770			371,503
Fair value of derivatives		1,534,675			487,548
Operating lease liabilities		121,293			121,135
Total current liabilities		9,341,333			6,980,007
Non-current liabilities
Asset retirement obligations		3,716,029			3,652,296
Deferred income taxes		12,417,125			12,738,577
Operating lease liabilities, long term		326,527			355,776
Total non-current liabilities		16,459,681			16,746,649
Total liabilities		25,801,014			23,726,656
Commitments and contingencies (Note 11)
Shareholders’ equity
Preferred shares, no par value, unlimited shares authorized, none issued or outstanding		—			—
Common shares, no par value, unlimited shares authorized and 22,008,766 shares issued and outstanding at March 31, 2025 and December 31, 2024		116,081,031			116,081,031
Additional paid-in capital		12,504,745			12,118,907
Accumulated deficit		(38,864,654	)		(41,505,076	)
Accumulated other comprehensive income		9,983,151			10,033,267
Total shareholders’ equity		99,704,273			96,728,129
Total liabilities and shareholders’ equity	$	125,505,287		$	120,454,785

EPSILON ENERGY LTD. Unaudited Consolidated Statements of Cash Flows (All amounts stated in US$)

	Three months ended March 31,
	2025			2024
Cash flows from operating activities:
Net income	$	4,016,034		$	1,506,896
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation, amortization, and accretion		3,475,857			2,380,426
Impairment expense		6,669			—
Accretion of discount on available for sale securities		—			(216,180	)
Loss on derivative contracts		1,462,170			100,726
Settlement (paid) received on derivative contracts		(415,043	)		488,285
Settlement of asset retirement obligation		(1,600	)		(1,653	)
Stock-based compensation expense		385,838			321,569
Deferred income tax expense (benefit)		(321,452	)		(22,993	)
Changes in assets and liabilities:
Accounts receivable		(2,159,795	)		953,714
Prepaid income taxes		978,542			(68,401	)
Other assets and liabilities		141,640			146,477
Accounts payable, royalties payable, gathering fees payable, and other accrued liabilities		91,390			(1,897,438	)
Income taxes payable		922,326			—
Net cash provided by operating activities		8,582,576			3,691,428
Cash flows from investing activities:
Additions to unproved oil and gas properties		(5,060,901	)		(3,088,198	)
Additions to proved oil and gas properties		(2,578,866	)		(17,226,449	)
Additions to gathering system properties		(104,275	)		(22,650	)
Additions to land, buildings and property and equipment		—			(7,681	)
Purchases of short term investments – available for sale		—			(4,045,785	)
Proceeds from short term investments – held to maturity		—			10,794,285
Prepaid drilling costs		960,136			1,813,808
Net cash used in investing activities		(6,783,906	)		(11,782,670	)
Cash flows from financing activities:
Buyback of common shares		—			(1,203,708	)
Dividends paid		(1,375,612	)		(1,370,409	)
Net cash used in financing activities		(1,375,612	)		(2,574,117	)
Effect of currency rates on cash, cash equivalents, and restricted cash		(50,116	)		364
Decrease in cash, cash equivalents, and restricted cash		372,942			(10,664,995	)
Cash, cash equivalents, and restricted cash, beginning of period		6,989,793			13,873,628
Cash, cash equivalents, and restricted cash, end of period	$	7,362,735		$	3,208,633

Supplemental cash flow disclosures:
Income tax paid – federal	$	80,000		$	—
Income tax paid – state (PA)	$	5,138		$	—
Income tax paid – state (other)	$	25		$	—
Interest paid	$	657		$	—

Non-cash investing activities:
Change in proved properties accrued in accounts payable	$	341,974		$	2,946,528
Change in gathering system accrued in accounts payable	$	(44,228	)	$	(3,624	)
Asset retirement obligation asset additions and adjustments	$	18,235		$	16,372

	Three months ended March 31,
	2025			2024
Net income	$	4,016,034		$	1,506,896
Add Back:
Interest income, net		(3,088	)		(257,512	)
Income tax expense		1,670,194			54,050
Depreciation, depletion, amortization, and accretion		3,475,857			2,380,426
Impairment expense		6,669			—
Stock based compensation expense		385,838			321,569
Loss on derivative contracts net of cash received or paid on settlement		1,047,127			589,011
Foreign currency translation loss		10,289			570
Adjusted EBITDA	$	10,608,920		$	4,595,010

Epsilon defines Adjusted EBITDA as earnings before (1) net interest expense, (2) taxes, (3) depreciation, depletion, amortization and accretion expense, (4) impairments of natural gas and oil properties, (5) non-cash stock compensation expense, (6) gain or loss on derivative contracts net of cash received or paid on settlement, and (7) other income. Adjusted EBITDA is not a measure of financial performance as determined under U.S. GAAP and should not be considered in isolation from or as a substitute for net income or cash flow measures prepared in accordance with U.S. GAAP or as a measure of profitability or liquidity.

Additionally, Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Epsilon has included Adjusted EBITDA as a supplemental disclosure because its management believes that EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures. It further provides investors a helpful measure for comparing operating performance on a “normalized” or recurring basis with the performance of other companies, without giving effect to certain non-cash expenses and other items. This provides management, investors and analysts with comparative information for evaluating the Company in relation to other natural gas and oil companies providing corresponding non-U.S. GAAP financial measures or that have different financing and capital structures or tax rates. These non-U.S. GAAP financial measures should be considered in addition to, but not as a substitute for, measures for financial performance prepared in accordance with U.S. GAAP.

The MIL Network –

May 15, 2025

MIL-OSI: Nasdaq Announces 2025 Annual Meeting of Shareholders

Source: GlobeNewswire (MIL-OSI)

NEW YORK, May 14, 2025 (GLOBE NEWSWIRE) — Nasdaq, Inc. (Nasdaq: NDAQ) has scheduled its 2025 Annual Meeting of Shareholders for June 11, 2025, at 8:00 AM ET. The virtual meeting website can be accessed 15 minutes prior to the meeting start by visiting: www.virtualshareholdermeeting.com/NDAQ2025.

Shareholders of record as of April 14, 2025 will be eligible to vote and participate in the Annual Meeting. Nasdaq’s 2025 Proxy Statement and 2024 Annual Report on Form 10-K are available at ir.nasdaq.com or proxyvote.com. The Proxy Statement contains information on voting and virtual attendance procedures.

About Nasdaq:

Nasdaq (Nasdaq: NDAQ) is a leading global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions, and career opportunities, visit us on LinkedIn, on X @Nasdaq, or at www.nasdaq.com.

Media Relations Contacts:

Nick Jannuzzi
+1.973.760.1741
Nicholas.Jannuzzi@Nasdaq.com

Investor Relations Contact:

Ato Garrett
+1.212.401.8737
Ato.Garrett@Nasdaq.com

-NDAQF-

The MIL Network –

May 15, 2025

MIL-OSI: Reliance Global Group Reports 2025 First Quarter Results and Provides Business Update

Source: GlobeNewswire (MIL-OSI)

LAKEWOOD, N.J., May 14, 2025 (GLOBE NEWSWIRE) — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance”, “we” or the “Company”) today provided a business update and reported financial results for the quarter ended March 31, 2025.

“We are pleased to begin 2025 with improving financial results that build on the momentum we achieved in 2024,” said Ezra Beyman, Chairman and Chief Executive Officer of Reliance Global Group. “Our growth in organic revenues highlights the attractive strides we’ve made in expanding our market share. At the same time, the substantial reduction in net loss and the increase in AEBITDA reflect the sustained benefits of our disciplined fiscal management, streamlined operations under the OneFirm model, and the absence of prior-year impairment charges. This strong momentum has reinforced our foundation and positioned us for scalable, long-term growth with improved profitability.”

“We are excited about the road ahead as we build on the progress made in 2024 and move closer to completing the Spetner acquisition—an important milestone that is expected to enhance our insurance capabilities and strengthen our financial and market position. We also continue to drive innovation across our platform, most notably with the launch of RELI Auto Leasing. This new offering allows our RELI Exchange agency partners to provide clients with convenient access to vehicle leasing nationwide while earning commissions—without requiring expertise in auto finance. By integrating leasing into the insurance process, we are enhancing our value proposition, deepening client relationships, and opening a compelling new revenue stream for our agents. At the same time, the continued adoption of our advanced InsurTech solutions is transforming the agent experience through AI-driven automation, improved underwriting precision, and streamlined service. These innovations, combined with our disciplined approach to growth and operational excellence, position us to capitalize on emerging opportunities in the evolving InsurTech landscape. We believe the foundation we have put in place sets the stage for a period of exceptional expansion in 2025 and beyond, and we remain committed to delivering superior service to our agents and clients while driving long-term value for our shareholders,” concluded Mr. Beyman.

2025 First Quarter Financial Highlights

Commission income revenue increased by $153,782, or 4%, to $4,236,220 in Q1 2025, compared to $4,082,438 in Q1 2024. This increase reflects continued organic growth across the Company’s insurance distribution channels.
Commission expense increased by $192,885, or 15%, to $1,469,427 in Q1 2025, compared to $1,276,542 in Q1 2024. The increase reflects higher payouts to agents in line with rising commission volumes and improved agency performance.
Salaries and wages increased by $398,175, or 22%, to $2,229,837 in Q1 2025, compared to $1,831,662 in Q1 2024. The increase is primarily due to $540,015 in non-cash equity awards, and indicates that overall, standard non-equity-based salaries and wages costs have been decreasing for the Company quarter over quarter.
General and administrative increased by $141,388, to $1,516,228 in Q1 2025, compared to $1,374,890 in Q1 2024. The increase is primarily due to $484,970 of non-cash equity pay to certain of the Company’s directors and service providers, and indicates that overall, standard non-equity-based general and administrative costs have been decreasing for the Company quarter over quarter, reflecting management’s disciplined cost controls and efficiencies gained under our OneFirm initiative.
Net loss decreased by $3,609,781, or 68%, to $1,736,882 in Q1 2025, compared to $5,346,663 in Q1 2024. This substantial improvement was driven by the elimination of impairment charges, and the Company’s continued focus on cost control and streamlining its operations. When further deducting the total non-cash equity payments of $1,024,985 discussed above, standard non-equity net loss further improves significantly as compared to the quarter in the prior year and is a testament to the Company’s focus and success in increasing its top-line revenues and managing its operating costs.
Adjusted EBITDA (“AEBITDA”), our key non-GAAP financial measure, increased by $219,061, or 297% to an AEBITDA gain of $145,407 in Q1 2025, compared to an AEBITDA loss of ($73,654) in Q1 2024. This marks another quarter of AEBITDA gain for the Company and demonstrates the continued trend toward increased profitability, brought about through disciplined fiscal management and exciting organic operational growth.

Conference Call

Reliance Global Group will host a conference call today at 4:30 PM Eastern Time to discuss the Company’s financial results for the quarter ended March 31, 2025, as well as the Company’s corporate progress and other developments.

The conference call will be available via telephone by dialing toll-free +1 888-506-0062 for U.S. callers or +1 973-528-0011 for international callers and entering access code 848176. A webcast of the call may be accessed at https://www.webcaster4.com/Webcast/Page/2381/52473 or on the investor relations section of the Company’s website, https://relianceglobalgroup.com/events-and-presentations/.

A webcast replay will be available on the investor relations section of the Company’s website at https://relianceglobalgroup.com/events-and-presentations/ through May 13, 2026. A telephone replay of the call will be available approximately one hour following the call, through May 27, 2025, and can be accessed by dialing +1 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering access code 52473.

About Reliance Global Group, Inc.

Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions and include statements such as the Company having built a best-in-class InsurTech platform, making RELI Exchange an even more compelling value proposition and further accelerating growth of the platform, rolling out several other services in the near future to RELI Exchange agency partners, building RELI Exchange into the largest agency partner network in the U.S., the Company moving in the right direction and the Company’s highly scalable business model driving significant shareholder value. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere and risks as and uncertainties related to: the Company’s ability to generate the revenue anticipated and the ability to build the RELI Exchange into the largest agency partner network in the U.S., and the other factors described in the Company’s most recent Annual Report on Form 10-K, as the same may be updated from time to time. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Annual Report on Form 10-K, the Company’s Quarterly Reports on Form 10-Q, the Company’s Current Reports on Form 8-K and other filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

Contact:

Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: RELI@crescendo-ir.com

INFORMATION REGARDING A NON-GAAP FINANCIAL MEASURE

The Company believes certain financial measures which meet the definition of non-GAAP financial measures, as defined in Regulation G of the SEC rules, provide important supplemental information. Namely our key financial performance metric Adjusted EBITDA (“AEBITDA”) is a non-GAAP financial measure that is not in accordance with, or an alternative to, measures prepared in accordance with GAAP. “AEBITDA” is defined as earnings before interest, taxes, depreciation, and amortization (EBITDA) with additional adjustments as further outlined below, to result in Adjusted EBITDA (“AEBITDA”). The Company considers AEBITDA an important financial metric because it provides a meaningful financial measure of the quality of the Company’s operational, cash impacted and recurring earnings and operating performance across reporting periods. Other companies may calculate Adjusted EBITDA differently than we do, which might limit its usefulness as a comparative measure to other companies in the industry. AEBITDA is used by management in addition to and in conjunction (and not as a substitute) with the results presented in accordance with GAAP. Management uses AEBITDA to evaluate the Company’s operational performance, including earnings across reporting periods and the merits for implementing cost-cutting measures. We have presented AEBITDA solely as supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Consistent with Regulation G, a description of such information is provided below herein and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained below.

We exclude the following items when calculating Adjusted EBITDA, and the following items define our non-GAAP financial measure “AEBITDA”:

Interest and related party interest expense: Unrelated to core Company operations and excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
Depreciation and amortization: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
Goodwill and/or asset impairments: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
Equity-based compensation: Non-cash compensation provided to employees and service providers, excluded to provide more meaningful supplemental information regarding the Company’s core cash impacted operational performance.
Change in estimated acquisition earn-out payables: An earn-out liability is a liability to the seller upon an acquisition which is contingent on future earnings. These liabilities are valued at each reporting period and the changes are reported as either a gain or loss in the change in estimated acquisition earn-out payables account in the consolidated statements of operations. The gain or loss is non-cash, can be highly volatile and overall is not deemed relevant to ongoing operations, thus, it’s excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
Recognition and change in fair value of warrant liabilities: This account includes changes to derivative warrant liabilities which are valued at each reporting period and could result in either a gain or loss. The period changes do not impact cash, can be highly volatile, and are unrelated to ongoing operations, and thus are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
Other income (expense), net: Includes certain non-routine income or expenses and other individually de minimis items and is thus excluded as unrelated to core operations of the company.
Transactional costs: This includes expenses related to mergers, acquisitions, financings and refinancings, and amendments or modification to indebtedness. Thes costs are unrelated to primary Company operations and are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
Non-standard costs: This account includes non-standard non-operational items, related to costs incurred for a legal suit the Company has filed against one of the third parties involved in the discontinued operations and was excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
Loss from discontinued operations before tax: This account includes the net results from discontinued operations, and since discontinued, are unrelated to the Company’s ongoing operations and thus excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.

The following table provides a reconciliation from net loss to AEBITDA for the 3 month periods ended March 31, 2025 and 2024, respectively:

	March 31, 2025			March 31, 2024
Net loss	$	(1,736,882	)	$	(5,346,663	)
Adjustments:
Interest and related party interest expense		325,242			410,286
Depreciation and amortization		360,595			534,152
Asset impairment		–			3,922,110
Equity-based compensation employees, directors, and service providers		1,024,985			154,912
Change in estimated acquisition earn-out payables		–			47,761
Other income, net		–			(11	)
Transactional costs		143,187			253,893
Non-standard costs		28,280			45,239
Recognition and change in fair value of warrant liabilities		–			(95,333
Total adjustments		1,882,289			5,273,009

AEBITDA	$	145,407		$	(73,654	)

The MIL Network –

May 15, 2025

MIL-OSI: AGM Group Holdings Inc. Announces 50 for 1 Share Consolidation

Source: GlobeNewswire (MIL-OSI)

Beijing, May 14, 2025 (GLOBE NEWSWIRE) — AGM Group Holdings Inc. (“AGM Holdings” or the “Company”) (NASDAQ: AGMH), an integrated technology company specializing in the assembling and sales of high-performance hardware and computing equipment, today announced that the Company’s board of directors approved on May 9, 2025 that the ordinary shares of the Company be consolidated on a 50 for 1 ratio. The effective date is scheduled to be June 3, 2025, subject to the Company’s satisfaction of Nasdaq Operations notice requirements, with trading of the Company’s Class A ordinary shares to begin on a reverse-split-adjusted basis at the market open on that day. Trading in the Class A ordinary shares will continue on the Nasdaq Capital Market, under the same symbol “AGMH” but under a new CUSIP Number, G0132V121.

The objective of the share consolidation is to enable the Company to regain compliance with the minimum bid price requirement pursuant to Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on Nasdaq.

As a result of the share consolidation, each 50 ordinary shares will automatically combine and convert to one ordinary share without any action on the part of the shareholders. No fractional shares will be issued to any shareholders in connection with the share consolidation, and any fractional shares which would have resulted from the share consolidation will be rounded down to the next whole number and the Company will make a cash payment (without interest) to all the holders of Class A Ordinary Shares and Class B Ordinary Shares equal to such fraction multiplied by the average of the closing sales prices of the ordinary shares on Nasdaq during regular trading hours for the five consecutive trading days immediately preceding the expected first trading day of the share consolidation (with such average closing sales prices being adjusted to give effect to the share consolidation) subject to a de minimums. The share consolidation affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s ordinary shares, except for adjustments that may result from the treatment of fractional shares.

At the time the share consolidation is effective, the Company’s maximum number of authorized shares will be reduced from 400,000,000 divided into (i) 200,000,000 Class A Ordinary Shares with a par value of US$0.001 per share; and (ii) 200,000,000 Class B Ordinary Shares with a par value of US$0.001 per share to 8,000,000 divided into (i) 4,000,000 Class A Ordinary Shares with a par value of US$0.05 per share; and (ii) 4,000,000 Class B Ordinary Shares with a par value of US$0.05 per share. The Company’s total issued and outstanding Class A ordinary shares will be changed from 98,713,955 Class A ordinary shares with a par value of US$0.001 each to approximately 1,974,279 Class A ordinary shares with a par value of US$0.05 each. The Company’s total issued and outstanding Class B ordinary shares will be changed from 2,100,000 Class B ordinary shares with a par value of US$0.001 each to approximately 42,000 Class B ordinary shares with a par value of US$0.05 each.

About AGM Group Holdings Inc.

AGM Group Holdings Inc. (NASDAQ: AGMH) is an integrated technology company specializing in the assembling and sales of high-performance hardware and computing equipment. With a mission to become a key participant and contributor in the global blockchain ecosystem, AGMH focuses on the research and development of blockchain-oriented Application-Specific Integrated Circuit (ASIC) chips, the assembling and sales of high-end crypto miners for Bitcoin and other cryptocurrencies. For more information, please visit www.agmprime.com.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the U.S. Securities and Exchange Commission.

For more information, please contact:

AGM Group Holdings Inc.
Email: ir@agmprime.com
Website: http://www.agmprime.com

Ascent Investor Relations LLC
Tina Xiao
President
Phone: +1-646-932-7242
Email: investors@ascent-ir.com

The MIL Network –

May 15, 2025

MIL-OSI: dLocal Reports 2025 First Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

Record highs across key financial and operational metrics.
TPV milestone of US$8 billion, +53% YoY and +5% QoQ. In constant currency, TPV increased +72% YoY.
Revenue and gross profit record highs of US$217 million and US$85 million. Continued geographic diversification.
Adjusted EBITDA of US$58 million, with Adjusted EBITDA/Gross Profit at 68%, demonstrating our ability to scale efficiently.
Strong cash flow, with free cash flow to net income conversion at 85%, reinforcing cash generating financial model.

MONTEVIDEO, Uruguay, May 14, 2025 (GLOBE NEWSWIRE) — DLocal Limited (“dLocal”, “we”, “us”, and “our”) (NASDAQ:DLO), a technology – first payments platform, today announced its financial results for the first quarter ended March 31, 2025.

dLocal’s management team will host a conference call and audio webcast on May 14, 2025 at 5:00 p.m. Eastern Time. Please click here to pre-register for the conference call and obtain your dial in number and passcode.

The live conference call can be accessed via audio webcast at the investor relations section of dLocal’s website, at https://investor.dlocal.com/. An archive of the webcast will be available for a year following the conclusion of the conference call. The investor presentation will also be filed on EDGAR at www.sec.gov.

“The first quarter of 2025 demonstrated strong execution across many of the levers of our strategic plan. Our commercial team effectively leveraged existing merchant relationships and established new partnerships. Financially, we executed our investment plan in a responsible and efficient manner. In addition, our operations and technology teams delivered improved effectiveness to our merchants, and our legal and regulatory teams focused on expanding our license portfolios,” said Pedro Arnt, CEO of dLocal.

First quarter 2025 financial highlights

dLocal reports in US dollars and in accordance with IFRS as issued by the IASB

Total Payment Volume (“TPV”) reached a record US$8.1 billion in the first quarter, up 53% year-over-year compared to US$5.3 billion in the first quarter of 2024 and up 5% compared to US$7.7 billion in the fourth quarter of 2024. In constant currency, TPV growth for the period would have been 72% year-over-year.
Revenues amounted to US$216.8 million, up 18% year-over-year compared to US$184.4 million in the first quarter of 2024 and up 6% compared to US$204.5 million in the fourth quarter of 2024. This quarter-over-quarter increase, above TPV growth, was driven by higher cross-border share in the mix, and partially offset by Mexico, given the commerce seasonality effect in the fourth quarter and partial volume loss with a large merchant. In constant currency, revenue growth for the period would have been 36% year-over-year.
Gross profit was US$84.9 million in the first quarter of 2025, up 35% compared to US$63.0 million in the first quarter of 2024 and up 1% compared to US$83.7 million in the fourth quarter of 2024. The quarter-over-quarter comparison was primarily due to (i) Argentina, with gross profit following revenue trends, in addition to increasing advancement volumes (which have higher take rates) and wider FX spreads in Q1 2025 vs Q4 2024; and (ii) Other LatAm markets, with notable performance in Chile. These positive factors were partially offset by (i) Brazil, due to the migration to the Payment Orchestration model, which brings lower take rates, coupled with one-off incremental processing costs; and (ii) Mexico, as explained above. In addition, despite volume growth across various countries, Other Africa and Asia was adversely affected by increased processing costs in South Africa and Nigeria. In constant currency, gross profit growth for the period would have been 59% year-over-year.
As a result, gross profit margin was 39% in this quarter, compared to 34% in the first quarter of 2024 and 41% in the fourth quarter of 2024.
Gross profit over TPV was at 1.05% decreasing from 1.19% in the first quarter of 2024 and from 1.09% compared to the fourth quarter of 2024.
Operating profit was US$45.8 million, up 70% compared to US$26.9 million in the first quarter of 2024 and up 8% compared to US$42.3 million in the fourth quarter of 2024. Operating expenses grew by 8% year-over-year, explained by the increase in headcount, as we continue to invest in our capabilities. On the sequential comparison, operating expenses decreased by 6% quarter-over-quarter, primarily attributed to a reduction in G&A and Technology & Development expenses, driven by the decrease in third-party services, travel expenses and timing of implementation of new initiatives. This decrease was partially offset by the growth in headcount and increase in Sales & Marketing expenses, driven by key commercial events.
As a result, Adjusted EBITDA was US$57.9 million, up 57% compared to US$36.8 million in the first quarter of 2024 and up 2% compared to US$56.9 million in the fourth quarter of 2024.
Adjusted EBITDA margin was 27%, compared to the 20% recorded in the first quarter of 2024 and 28% in the fourth quarter of 2024. Adjusted EBITDA over gross profit of 68% increased compared to 58% in the first quarter of 2024 and slightly increased compared to 68% in the fourth quarter of 2024, marking the fourth consecutive quarter of improvement.
Net financial result was US$7.0 million gain, compared to a net finance gain of US$0.2 million in the first quarter of 2024 and a net finance loss of US$1.1 million in the fourth quarter of 2024, as explained in the Net Income section.
Our effective income tax rate decreased to 10% from 27% last quarter (or 16% when excluding the tax settlement, as mentioned in the fourth quarter earnings release), as result of higher cross-border share of pre-tax income and a lower pre-tax income in Brazil given the higher costs, as explained previously.
Net income for the first quarter of 2025 was US$46.7 million, or US$0.15 per diluted share, up 163% compared to a profit of US$17.7 million, or US$0.06 per diluted share, for the first quarter of 2024 and up 57% compared to a profit of US$29.7 million, or US$0.10 per diluted share for the fourth quarter of 2024. During the current period, net income was mostly affected by the positive non-cash mark to market effect related to our Argentine bond investments and lower finance costs.
Free cash flow for the first quarter of 2025 amounted to US$39.7 million, up 200% year-over-year compared to US$13.2 million in the first quarter of 2024 and up 22% compared to US$32.5 million in the fourth quarter of 2024. The variation quarter-over-quarter is primarily explained by improved operational results, partially offset by normal variability in corporate working capital and higher income tax paid and capex.
As of March 31, 2025, dLocal had US$511.5 million in cash and cash equivalents, which includes US$355.9 million of Corporate cash and cash equivalents. The Corporate cash and cash equivalents increased by US$58.0 million from US$298.0 million as of March 31, 2024, despite the US$100 million in shares repurchased throughout 2024. When compared to the US$317.8 million Corporate cash and cash equivalents position as of December 31, 2024, it increased by US$38.1 million quarter-over-quarter.

The following table summarizes our key performance metrics:

	Three months ended March 31
	2025	2024	% change
Key Performance metrics	(In millions of US$ except for %)
TPV	8,107	5,310	53%
Revenue	216.8	184.4	18%
Gross Profit	84.9	63.0	35%
Gross Profit margin	39%	34%	5p.p
Adjusted EBITDA	57.9	36.8	57%
Adjusted EBITDA margin	27%	20%	7p.p
Adjusted EBITDA/Gross Profit	68%	58%	10p.p
Profit	46.7	17.7	163%
Profit margin	22%	10%	12p.p

Special note regarding Adjusted EBITDA and Adjusted EBITDA Margin

dLocal has only one operating segment. dLocal measures its operating segment’s performance by Revenues, Adjusted EBITDA and Adjusted EBITDA Margin, and uses these metrics to make decisions about allocating resources. Adjusted EBITDA as used by dLocal is defined as the profit from operations before financing and taxation for the year or period, as applicable, before depreciation of property, plant and equipment, amortization of right-of-use assets and intangible assets, and further excluding the finance income and costs, impairment gains/(losses) on financial assets, transaction costs, share-based payment non-cash charges,other operating gain/loss,other non-recurring costs, and inflation adjustment. dLocal defines Adjusted EBITDA Margin as the Adjusted EBITDA divided by consolidated revenues. dLocal defines Adjusted EBITDA to Gross Profit Ratio as Adjusted EBITDA divided by Gross Profit. Although Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA to Gross Profit Ratio may be commonly viewed as non-IFRS measures in other contexts, pursuant to IFRS 8, (“Operating Segments”), Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA to Gross Profit Ratio are treated by dLocal as IFRS measures based on the manner in which dLocal utilizes these measures. Nevertheless, dLocal’s Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA to Gross Profit Ratio metrics should not be viewed in isolation or as a substitute for net income for the periods presented under IFRS. dLocal also believes that its Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA to Gross Profit Ratio metrics are useful metrics used by analysts and investors, although these measures are not explicitly defined under IFRS. Additionally, the way dLocal calculates operating segment’s performance measures may be different from the calculations used by other entities, including competitors, and therefore, dLocal’s performance measures may not be comparable to those of other entities. Finally, dLocal is unable to present a quantitative reconciliation of forward-looking guidance for Adjusted EBITDA because dLocal cannot reliably predict certain of their necessary components, such as impairment gains/(losses) on financial assets, transaction costs, and inflation adjustment.

The table below presents a reconciliation of dLocal’s Adjusted EBITDA to net income:

$ in thousands	Three months ended March 31
	2025	2024
Profit for the period	46,667	17,718
Income tax expense	5,262	7,114
Depreciation and amortization	5,062	3,762
Finance income and costs, net	(6,969)	(299)
Share-based payment non-cash charges	6,020	4,461
Other operating loss¹	422	1,819
Impairment loss / (gain) on financial assets	386	(177)
Inflation adjustment	885	2,368
Other non-recurring costs²	123	–
Adjusted EBITDA	57,858	36,766

Note: ¹ The company wrote-off certain amounts related to merchants/processors off-boarded by dLocal. ² Other non-recurring costs consist of costs not directly associated with the Company’s core business activities, including costs associated with addressing the allegations made by a short-seller report and certain class action and other legal and regulatory expenses (which include fees from counsel, global expert services and a forensic accounting advisory firm) in 2025.

dLocal Limited Certain financial information Consolidated Condensed Interim Statements of Comprehensive Income for the three-month period ended March 31, 2025 and 2024 (All amounts in thousands of U.S. Dollars except share data or as otherwise indicated)

	Three months ended March 31
	2025	2024
Continuing operations
Revenues	216,759	184,430
Cost of services	(131,880)	(121,459)
Gross profit	84,879	62,971

Technology and development expenses	(6,767)	(5,465)
Sales and marketing expenses	(7,135)	(4,631)
General and administrative expenses	(24,324)	(24,332)
Impairment (loss)/gain on financial assets	(386)	177
Other operating (loss)/gain	(422)	(1,819)
Operating profit	45,845	26,901
Finance income	12,228	18,257
Finance costs	(5,259)	(17,958)
Inflation adjustment	(885)	(2,368)
Other results	6,084	(2,069)
Profit before income tax	51,929	24,832
Income tax expense	(5,262)	(7,114)
Profit for the period	46,667	17,718

Profit attributable to:
Owners of the Group	46,630	17,708
Non-controlling interest	37	10
Profit for the period	46,667	17,718

Earnings per share (in USD)
Basic Earnings per share	0.16	0.06
Diluted Earnings per share	0.15	0.06

Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange difference on translation on foreign operations	3,526	(669)
Other comprehensive income for the period, net of tax	3,526	(669)
Total comprehensive income for the period, net of tax	50,193	17,049

Total comprehensive income for the period
Owners of the Group	50,174	17,036
Non-controlling interest	19	13
Total comprehensive income for the period	50,193	17,049

dLocal Limited Certain financial information Consolidated Condensed Interim Statements of Financial Position as of March 31, 2025 and December 31, 2024 (All amounts in thousands of U.S. dollars)

	March 31, 2025	December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents	511,506	425,172
Financial assets at fair value through profit or loss	125,487	129,319
Trade and other receivables	477,349	496,713
Derivative financial instruments	463	2,874
Other assets	28,001	18,805
Total Current Assets	1,142,806	1,072,883

Non-Current Assets
Trade and other receivables	15,518	18,044
Deferred tax assets	5,468	5,367
Property, plant and equipment	4,007	3,377
Right-of-use assets	3,852	3,645
Intangible assets	65,301	63,318
Other assets	4,695	4,695
Total Non-Current Assets	98,841	98,446
TOTAL ASSETS	1,241,647	1,171,329

LIABILITIES
Current Liabilities
Trade and other payables	614,133	597,787
Lease liabilities	1,107	1,137
Tax liabilities	20,631	21,515
Derivative financial instruments	1,098	6,227
Financial liabilities	54,248	50,455
Provisions	543	500
Total Current Liabilities	691,760	677,621

Non-Current Liabilities
Deferred tax liabilities	1,862	1,858
Lease liabilities	2,825	2,863
Total Non-Current Liabilities	4,687	4,721
TOTAL LIABILITIES	696,447	682,342

EQUITY
Share Capital	570	570
Share Premium	187,671	186,769
Treasury Shares	(200,980)	(200,980)
Capital Reserve	38,556	33,438
Other Reserves	(17,390)	(20,934)
Retained earnings	536,654	490,024
Total Equity Attributable to owners of the Group	545,081	488,887
Non-controlling interest	119	100
TOTAL EQUITY	545,200	488,987
TOTAL EQUITY AND LIABILITIES	1,241,647	1,171,329

dLocal Limited Certain interim financial information Consolidated Statements of Cash flows for the three-month period ended March 31, 2025 and 2024 (All amounts in thousands of U.S. dollars)

	Three months ended March 31
	2025	2024
Cash flows from operating activities
Profit before income tax	51,929	24,832
Adjustments:
Interest Income from financial instruments	(5,106)	(7,442)
Interest charges for lease liabilities	41	43
Other interests charges	883	127
Finance expense related to derivative financial instruments	414	9,878
Net exchange differences	4,142	7,637
Fair value loss/(gain) on financial assets at FVPL	(7,343)	(10,815)
Amortization of Intangible assets	4,584	3,424
Depreciation and disposals of PP&E and right-of-use	703	400
Share-based payment expense, net of forfeitures	6,020	4,461
Other operating gain	422	1,819
Net Impairment loss/(gain) on financial assets	386	(177)
Inflation adjustment and other financial results	6,083	(5,892)
	63,158	28,295
Changes in working capital
Increase in Trade and other receivables	21,082	(32,836)
Decrease / (Increase) in Other assets	1,025	3,219
Increase / (Decrease) in Trade and Other payables	16,346	45,964
Increase / (Decrease) in Tax Liabilities	965	(1,120)
Increase / (Decrease) in Provisions	43	4
Cash (used) / generated from operating activities	102,619	43,526
Income tax paid	(7,208)	(3,558)
Net cash (used) / generated from operating activities	95,411	39,968

Cash flows from investing activities
Acquisitions of Property, plant and equipment	(945)	(786)
Additions of Intangible assets	(6,567)	(5,022)
Acquisition of financial assets at FVPL	(41,374)	–
Collections of financial assets at FVPL	47,416	(243)
Interest collected from financial instruments	5,106	7,442
Payments for investments in other assets at FVPL	(10,000)	–
Net cash (used in) / generated investing activities	(6,364)	1,391

Cash flows from financing activities
Interest payments on lease liability	(41)	(43)
Principal payments on lease liability	(663)	(95)
Finance expense paid related to derivative financial instruments	(3,132)	(10,151)
Net proceeds from financial liabilities	5,790	–
Interest payments on financial liabilities	(2,166)	–
Other finance expense paid	(714)	(127)
Net cash used in by financing activities	(926)	(10,416)
Net increase in cash flow	88,121	30,943

Cash and cash equivalents at the beginning of the period	425,172	536,160
Net (decrease)/increase in cash flow	88,121	30,943
Effects of exchange rate changes on inflation and cash and cash equivalents	(1,787)	5,254
Cash and cash equivalents at the end of the period	511,506	572,357

About dLocal
dLocal powers local payments in emerging markets, connecting global enterprise merchants with billions of emerging market consumers in more than 40 countries across Africa, Asia, and Latin America. Through the “One dLocal” platform (one direct API, one platform, and one contract), global companies can accept payments, send pay-outs and settle funds globally without the need to manage separate pay-in and pay-out processors, set up numerous local entities, and integrate multiple acquirers and payment methods in each market.

Forward-looking statements
This press release contains certain forward-looking statements. These forward-looking statements convey dLocal’s current expectations or forecasts of future events, including guidance in respect of total payment volume, revenue, gross profit and Adjusted EBITDA. Forward-looking statements regarding dLocal and amounts stated as guidance are based on current management expectations and involve known and unknown risks, uncertainties and other factors that may cause dLocal’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors,” “Forward-Looking Statements” and “Cautionary Statement Regarding Forward-Looking Statements” sections of dLocal’s filings with the U.S. Securities and Exchange Commission. Unless required by law, dLocal undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date hereof. In addition, dLocal is unable to present a quantitative reconciliation of forward-looking guidance for Adjusted EBITDA, because dLocal cannot reliably predict certain of their necessary components, such as impairment gains/(losses) on financial assets, transaction costs, and inflation adjustment.

Investor Relations Contact:
investor@dlocal.com

Media Contact:
media@dlocal.com

The MIL Network –

May 15, 2025

MIL-OSI: Snail, Inc. Reports First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

CULVER CITY, Calif., May 14, 2025 (GLOBE NEWSWIRE) — Snail, Inc. (Nasdaq: SNAL) (“Snail Games” or the “Company”), a leading global independent developer and publisher of interactive digital entertainment, today announced financial results for its first quarter ended March 31, 2025.

First Quarter 2025 and Recent Operational Highlights

ARK Franchise Updates:

ARK: Survival Evolved (“ASE”):
- Units sold were approximately 690,775 for the first quarter 2025
- Revealed teaser trailer for ARK: Aquatica, a new in-house developed downloadable content (“DLC”) expansion map for ASE
ARK: Survival Ascended (“ASA”):
- Units sold were approximately 751,960 for the first quarter 2025
- Launched the Astraeos Map as an Official Partner DLC for ASA
- Revealed the official trailer for ARK: Lost Colony, the next DLC for ASA produced by Studio Wildcard
ARK: Ultimate Mobile Edition (“ARK Mobile”) :
- Surpassed 4.8 million downloads as of March 31, 2025
- Launched the Ragnarok expansion map and the Extinction map
- In the three months ended March 31, 2025, average DAUs totaled 143,976

Game Portfolio Updates:

Debuted teaser trailers for two in-house developed projects, Nine Yin Sutra: Wushu and Nine Yin Sutra: Immortal
Launched new trailers for upcoming games: For The Stars, Honeycomb: The World Beyond, Robots at Midnight, and Echoes of Elysium
Celebrated Bellwright’s one-year Early Access anniversary in April 2025 and introduced major update with significant content and player-requested features. Bellwright will be making its way to Xbox
Launched The Cecil: The Journey Begins and Chasmal Fear
Company indie publishing label, Wandering Wizards, acquired publishing rights to Whispers of West Grove

Business Updates:

Company subsidiary Interactive Films LLC (“Interactive Films”) signed a Memorandum of Understanding (“MoU”) with Mega Matrix Inc. (“MPU”) for the joint development, production, and global distribution of short dramas

Management Commentary

Company co-Chief Executive Officer Tony Tian commented: “The first quarter saw sustained growth and strong engagement across our ARK franchise. Our ARK franchise had an increase in daily active users in the first quarter of 2025 of approximately 16%, up to 243,000 on the Steam and Epic platforms, when compared to the same period in 2024. We unveiled and released new maps and DLCs for ASE, ASA, and our mobile title, delivering fresh, immersive experiences that continue to expand the ARK universe and deepen player engagement. ARK: Ultimate Mobile Edition maintained strong momentum since launch last quarter, a promising indicator of our ongoing efforts to broaden ARK’s audience. The mobile platform removes hardware barriers, opening the franchise to a new and growing player base. In February, we participated in GDC, where we unveiled a series of new trailers, announcements, and upcoming content for the ARK franchise and our broader game portfolio.”

“Next month marks a major milestone: the 10-year anniversary of ASE. This pivotal moment for Snail Games offers an opportunity to celebrate the franchise’s legacy and community. Beyond gaming, we also signed a MoU with Mega Matrix to co-develop at least 10 short dramas. In support of this initiative, we soft-launched Salty TV, our mobile short film platform, last quarter, which currently hosts 49 short dramas. We look forward to finalizing the agreement and working closely with the MPU team to deliver high-quality entertainment content. As we look to the remainder of 2025, our focus remains on expanding global reach, investing in scalable growth, commemorating ARK’s 10-year journey, and continuing to deliver innovative experiences that engage players and audiences across multiple platforms and genres.”

First Quarter 2025 Financial Highlights

Net revenues for the three months ended March 31, 2025, increased 42.5% to $20.1 million compared to $14.1 million in the same period last year. The increase was primarily due to an increase in total ARK sales of $2.7 million, an increase in ARK Mobile sales of $1.3 million that was driven by the release of ARK: Ultimate Mobile Edition, and the Company deferring $3.3 million less of its sales during the three months ended March 31, 2025 than it deferred in the same period last year, partially offset by a decrease in revenues related to other games of $1.6 million.

Net loss for the three months ended March 31, 2025, was $(1.9) million compared to $(1.8) million in the same period last year; as a result of the aforementioned increase in net revenue offset by increases in the costs of revenues and operating expenses – a result of the Company’s increased headcount, research and development, and marketing expenses.

Bookings for the three months ended March 31, 2025, increased 13.6% to $22.2 million compared to $19.6 million in the same period last year. The increase was primarily due to the releases of ARK: Survival Ascended DLC Astraeos in the first quarter of 2025, the releases of Bobs Tall Tales, and Bellwright in the latter quarters of 2024.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the three months ended March 31, 2025, was $(3.2) million compared to $(1.9) million in the same period last year. The decrease was primarily due to an increase in benefit from income taxes of $1.0 million, a decrease in interest expense of $0.3 million, and an increase in net loss of $0.1 million, partially offset by a decrease in interest income and interest income – related parties of $0.1 million.

As of March 31, 2025, unrestricted cash was $9.4 million compared to $7.3 million as of December 31, 2024.

Use of Non-GAAP Financial Measures

In addition to the financial results determined in accordance with U.S. generally accepted accounting principles, or GAAP, Snail believes Bookings and EBITDA, as non-GAAP measures, are useful in evaluating its operating performance. Bookings and EBITDA are non-GAAP financial measures that are presented as supplemental disclosures and should not be construed as alternatives to net income (loss) or revenue as indicators of operating performance, nor as alternatives to cash flow provided by operating activities as measures of liquidity, both as determined in accordance with GAAP. Snail supplementally presents Bookings and EBITDA because they are key operating measures used by management to assess financial performance. Bookings adjusts for the impact of deferrals and, Snail believes, provides a useful indicator of sales in a given period. EBITDA adjusts for items that Snail believes do not reflect the ongoing operating performance of its business, such as certain non-cash items, unusual or infrequent items or items that change from period to period without any material relevance to its operating performance. Management believes Bookings and EBITDA are useful to investors and analysts in highlighting trends in Snail’s operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which Snail operates and capital investments.

Bookings is defined as the net amount of products and services sold digitally or physically in the period. Bookings is equal to revenues, excluding the impact from deferrals. Below is a reconciliation of total net revenue to Bookings, the closest GAAP financial measure.

	Three months ended March 31,
	2025		2024
	(in millions)
Total net revenue	$	20.1	$	14.1
Change in deferred net revenue		2.1		5.5
Bookings	$	22.2	$	19.6

We define EBITDA as net loss before (i) interest expense, (ii) interest income, (iii) benefit from income taxes and (iv) depreciation expense. The following table provides a reconciliation from net loss to EBITDA:

	Three months ended March 31,
	2025			2024
	(in millions)
Net loss	$	(1.9	)	$	(1.8	)
Interest income and interest income - related parties		–			(0.1	)
Interest expense		0.1			0.4
Benefit from income taxes		(1.5	)		(0.5	)
Depreciation expense		0.1			0.1
EBITDA	$	(3.2	)	$	(1.9	)

Webcast Details

The Company will host a webcast at 4:30 PM ET today to discuss the first quarter 2025 financial results. Participants may access the live webcast and replay via the link here or on the Company’s investor relations website at https://investor.snail.com/.

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “may,” “predict,” “continue,” “estimate” and “potential,” or the negative of these terms or other similar expressions. Forward-looking statements appear in a number of places in this press release and include, but are not limited to, statements regarding Snail’s intent, belief or current expectations. These forward-looking statements include information about possible or assumed future results of Snail’s business, financial condition, results of operations, liquidity, plans and objectives. The statements Snail makes regarding the following matters are forward-looking by their nature: growth prospects and strategies; launching new games and additional functionality to games that are commercially successful; expectations regarding significant drivers of future growth; its ability to retain and increase its player base and develop new video games and enhance existing games; competition from companies in a number of industries, including other casual game developers and publishers and both large and small, public and private Internet companies; its ability to attract and retain a qualified management team and other team members while controlling its labor costs; its relationships with third-party platforms such as Xbox Live and Game Pass, PlayStation Network, Steam, Epic Games Store, My Nintendo Store, the Apple App Store, the Google Play Store and the Amazon Appstore; the size of addressable markets, market share and market trends; its ability to successfully enter new markets and manage international expansion; protecting and developing its brand and intellectual property portfolio; costs associated with defending intellectual property infringement and other claims; future business development, results of operations and financial condition; the ongoing conflicts involving Russia and Ukraine, and Israel and Hamas, on its business and the global economy generally; actions in various countries, particularly in China and the United States, have created uncertainty with respect to tariff impacts on the costs of our merchandise and costs of development; rulings by courts or other governmental authorities; the Company’s current program to repurchase shares of its Class A common stock, including expectations regarding the timing and manner of repurchases made under this share repurchase program; its plans to pursue and successfully integrate strategic acquisitions; and assumptions underlying any of the foregoing.

Further information on risks, uncertainties and other factors that could affect Snail’s financial results are included in its filings with the Securities and Exchange Commission (the “SEC”) from time to time, including its annual reports on Form 10-K and quarterly reports on Form 10-Q filed, or to be filed, with the SEC. You should not rely on these forward-looking statements, as actual outcomes and results may differ materially from those expressed or implied in the forward-looking statements as a result of such risks and uncertainties. All forward-looking statements in this press release are based on management’s beliefs and assumptions and on information currently available to Snail, and Snail does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

About Snail, Inc.

Snail, Inc. (Nasdaq: SNAL) is a leading, global independent developer and publisher of interactive digital entertainment for consumers around the world, with a premier portfolio of premium games designed for use on a variety of platforms, including consoles, PCs, and mobile devices. For more information, please visit: https://snail.com/.

Investor Contact:

John Yi and Steven Shinmachi
Gateway Group, Inc.
949-574-3860
SNAL@gateway-grp.com

Snail, Inc. and Subsidiaries Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (Unaudited)
	*March 31, 2025*			*December 31, 2024*

ASSETS

Current Assets:
Cash and cash equivalents	$	9,359,116		$	7,303,944
Accounts receivable, net of allowances for credit losses of $523,500 as of March 31, 2025 and December 31, 2024		9,118,269			9,814,822
Accounts receivable – related party		1,332,867			2,336,274
Loan and interest receivable – related party		106,252			105,759
Prepaid expenses – related party		2,536,748			2,521,291
Prepaid expenses and other current assets		1,468,062			1,846,024
Prepaid taxes		7,174,973			7,318,424
Total current assets		31,096,287			31,246,538

Restricted cash and cash equivalents		935,000			935,000
Accounts receivable – related party, net of current portion		592			1,500,592
Prepaid expenses – related party, net of current portion		9,907,669			9,378,594
Property and equipment, net		4,310,448			4,378,352
Intangible assets, net		2,159,141			973,914
Deferred income taxes		12,852,299			10,817,112
Other noncurrent assets		2,282,709			1,683,932
Operating lease right-of-use assets, net		953,082			1,279,330
Total assets	$	64,497,227		$	62,193,364

LIABILITIES, NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	4,241,403		$	4,656,367
Accounts payable – related party		15,716,600			15,383,171
Accrued expenses and other liabilities		2,886,414			4,499,280
Interest payable – related parties		527,770			527,770
Revolving loan		3,000,000			3,000,000
Convertible notes at fair value		2,854,518			–
Current portion of long-term promissory note		2,701,003			2,722,548
Current portion of deferred revenue		3,864,474			3,947,559
Current portion of operating lease liabilities		1,042,688			1,444,385
Total current liabilities		36,834,870			36,181,080

Accrued expenses		265,251			265,251
Deferred revenue, net of current portion		23,740,999			21,519,888
Operating lease liabilities, net of current portion		52,921			57,983
Total liabilities		60,894,041			58,024,202

Commitments and contingencies

Stockholders’ Equity:
Class A common stock, $0.0001 par value, 500,000,000 shares authorized; 9,815,355 shares issued and 8,465,080 shares outstanding as of March 31, 2025, and 9,626,070 shares issued and 8,275,795 shares outstanding as of December 31, 2024		981			962
Class B common stock, $0.0001 par value, 100,000,000 shares authorized; 28,748,580 shares issued and outstanding as of March 31, 2025 and December 31, 2024		2,875			2,875
Additional paid-in capital		27,063,795			25,738,082
Accumulated other comprehensive loss		(224,202	)		(279,457	)
Accumulated deficit		(14,063,392	)		(12,117,385	)
Treasury stock at cost (1,350,275 shares as of March 31, 2025 and December 31, 2024)		(3,671,806	)		(3,671,806	)
Total Snail, Inc. equity		9,108,251			9,673,271
Noncontrolling interests		(5,505,065	)		(5,504,109	)
Total stockholders’ equity		3,603,186			4,169,162
Total liabilities, noncontrolling interests and stockholders’ equity	$	64,497,227		$	62,193,364

Snail, Inc. and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024 (Unaudited)

	Three months ended March 31,
	*2025*			*2024*

Revenues, net	$	20,110,872		$	14,115,729
Cost of revenues		14,263,345			12,041,698

Gross profit		5,847,527			2,074,031

Operating expenses:
General and administrative		4,964,351			2,282,040
Research and development		3,609,745			1,776,522
Advertising and marketing		1,306,365			141,030
Depreciation and amortization		67,904			82,338
Total operating expenses		9,948,365			4,281,930

Loss from operations		(4,100,838	)		(2,207,899	)

Other income (expense):
Interest income		29,906			99,762
Interest income – related parties		493			499
Interest expense		(80,828	)		(395,964	)
Other income		769,762			227,066
Foreign currency transaction income (loss)		(36,288	)		18,128
Total other income (expense), net		683,045			(50,509	)

Loss before benefit from income taxes		(3,417,793	)		(2,258,408	)

Benefit from income taxes		(1,470,830	)		(477,950	)

Net loss		(1,946,963	)		(1,780,458	)

Net loss attributable to non-controlling interests		(956	)		(1,129	)

Net loss attributable to Snail, Inc.	$	(1,946,007	)	$	(1,779,329	)

Comprehensive loss statement:

Net loss	$	(1,946,963	)	$	(1,780,458	)

Other comprehensive income (loss) related to foreign currency translation adjustments, net of tax		33,232			(19,297	)
Other comprehensive income (loss) related to credit adjustments, net of tax		22,023			–

Total comprehensive loss	$	(1,891,708	)	$	(1,799,755	)

Net loss attributable to Class A common stockholders:
Basic	$	(441,731	)	$	(385,722	)
Diluted	$	(521,393	)	$	(385,722	)

Net loss attributable to Class B common stockholders:
Basic	$	(1,504,276	)	$	(1,393,607	)
Diluted	$	(1,775,558	)	$	(1,393,607	)

Loss per share attributable to Class A and B common stockholders:
Basic	$	(0.05	)	$	(0.05	)
Diluted	$	(0.06	)	$	(0.05	)

Weighted-average shares used to compute loss per share attributable to Class A common stockholders:
Basic		8,442,025			7,957,031
Diluted		9,241,822			7,957,031

Weighted-average shares used to compute loss per share attributable to Class B common stockholders:
Basic		28,748,580			28,748,580
Diluted		28,748,580			28,748,580

Snail, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited)
	*2025*			*2024*

Cash flows from operating activities:
Net loss	$	(1,946,963	)	$	(1,780,458	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization – intangible assets, net		35,516			200
Amortization – film assets		212,709			–
Amortization – loan origination fees and debt discounts		(1,889	)		47,729
Accretion – convertible notes		–			181,754
Gain on change in fair value of convertible notes		(117,105	)		–
Gain on change in fair value of warrant liabilities		(639,518	)		–
Depreciation and amortization – property and equipment		67,904			82,338
Stock-based compensation expense (income)		843,619			(926,875	)
Deferred taxes, net		(2,041,515	)		(555,781	)

Changes in assets and liabilities:
Accounts receivable		696,553			17,759,629
Accounts receivable – related party		2,503,407			(1,085,213	)
Prepaid expenses – related party		(544,532	)		(1,351,838	)
Prepaid expenses and other current assets		377,962			(1,779,508	)
Prepaid taxes		143,451			70,407
Other noncurrent assets		(656,562	)		–
Accounts payable		(198,705	)		(1,938,654	)
Accounts payable – related party		623,430			(6,143,374	)
Accrued expenses and other liabilities		(650,236	)		(461,311	)
Loan and interest receivable – related party		(493	)		(499	)
Lease liabilities		(80,510	)		(64,821	)
Deferred revenue		2,138,026			4,723,462
Net cash provided by operating activities		764,549			6,777,187

Cash flows from investing activities:
Acquisition of software		(290,000	)		–
Acquisition of software licenses		(1,412,000	)		–
Investments in software		(177,002	)		–
Net cash used in investing activities		(1,879,002	)		–
Cash flows from financing activities:
Repayments on promissory note		(21,546	)		(20,484	)
Repayments on notes payable		–			(2,333,333	)
Repayments on convertible notes		–			(269,550	)
Repayments on revolving loan		–			(3,000,000	)
Cash proceeds from exercise of warrants		159,000			–
Proceeds from issuance of convertible notes		3,000,000			–
Payments of capitalized offering costs		–			(262,914	)
Net cash provided by (used in) financing activities		3,137,454			(5,886,281	)

Effect of foreign currency translation on cash and cash equivalents		32,171			(19,186	)

Net increase in cash and cash equivalents, and restricted cash and cash equivalents		2,055,172			871,720

Cash and cash equivalents, and restricted cash and cash equivalents – beginning of the period		8,238,944			16,314,319

Cash and cash equivalents, and restricted cash and cash equivalents – end of the period	$	10,294,116		$	17,186,039

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	97,260		$	171,101
Income taxes	$	184,707		$	1,871
Noncash transactions during the period for:
Debt converted to equity	$	–		$	(60,000	)
Liabilities converted to equity upon exercise of warrants	$	323,113		$	–
Acquisition of film licenses in accounts payable	$	152,000		$	–
Acquisition of software and software licenses in accounts payable and accrued expenses	$	51,741		$	–
Change in fair value of notes recorded in accumulated other comprehensive income	$	22,023		$	–

The MIL Network –

May 15, 2025

MIL-OSI: Aterian Reports 2025 First Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

SUMMIT, N.J., May 14, 2025 (GLOBE NEWSWIRE) — Aterian, Inc. (Nasdaq: ATER) (“Aterian” or the “Company”), a consumer products company, today announced financial results for the first quarter ended March 31, 2025 (“Q1 2025”). The Company also provided an update on a series of initiatives that are underway to mitigate the impact of tariffs on the Company’s performance, including the commencement of a cost optimization plan designed to produce annual savings of approximately $5 – $6 million.

“While tariffs did not have a direct impact on our first quarter results, the uncertainty in the broader macroeconomic environment led to some softness in consumer demand,” said Arturo Rodriguez, Chief Executive Officer. “That said, sales seasonality remained consistent with prior years, and we continued to see solid performance across our core products.”

First Quarter 2025 Highlights
All comparisons are to the first quarter ended March 31, 2024 (“Q1 2024”)

Net revenue was $15.4 million compared to $20.2 million, primarily reflecting the previously announced SKU rationalization designed to focus on the Company’s most profitable products and changes to Amazon’s affiliate market program leading to reduced traffic and conversions for certain products.
Gross margin was 61.4% compared to 65.1%, reflecting a change in product mix.
Contribution margin decreased to 13.4% from 14.1%.
Operating loss narrowed to $(3.7) million from an operating loss of $(5.3) million. Q1 2025 operating loss included $(0.8) million of non-cash stock compensation, while Q1 2024 operating loss included $(1.7) million of non-cash stock compensation, and restructuring costs of $(0.6) million.
Net loss improved to $(3.9) million from $(5.2) million. Q1 2025 net loss included ($0.8) million of non-cash stock compensation and a gain on fair value of warrant liability of $0.1 million, while Q1 2024 net loss included ($1.7) million of non-cash stock compensation, restructuring costs of $(0.6) million, and a gain on fair value of warrant liability of $0.5 million.
Adjusted EBITDA loss was $(2.5) million compared to a loss of $(2.6) million.
Total cash balance at March 31, 2025 declined to $14.3 million from $18.0 million at December 31, 2024.

Tariff Mitigation Initiatives and Cost Optimization Plan

Mr. Rodriguez continued, “The uncertainty created by tariffs and broader macroeconomic conditions has energized our team to manage those elements of Aterian’s business that are within our control, including: 1) reducing fixed costs; 2) accelerating our plan of re-sourcing and diversifying our manufacturing; 3) hastening our advance towards a more resilient business model by deepening our expansion into consumables, the majority of which will be US-manufactured; and 4) strategically raising prices.”

“The actions we are taking will allow us to maintain an acceptable level of revenue during this transition period, conserve cash, preserve margin, maximize cash flow, and optimize our cost structure, all while maintaining the high level of innovation and customer service that has defined our company. This is a significant undertaking; however, we believe that these initiatives will mitigate the effects of tariffs on our results in 2025 and position Aterian to pivot towards a return to growth and profitability beyond 2025, even under prolonged tariff pressure.”

Tariff Response

Accelerated product re-sourcing and diversification initiatives to regions with more favorable cost and tariff structures.
Established a new goal of manufacturing no more than 30% of goods from China by the end of 2025 compared to a previously stated objective to reduce manufacturing in China to less than 40% by the second half of 2026.
Implemented strategic pricing increases across our product portfolio.
Remained on track for the late Q3 2025 launch of our Squatty Potty flushable wipes. We are redoubling our efforts to launch a portfolio of new tariff-exempt US-sourced consumable products in 2025, including additional wipe-based products.
Paused new product category launches originating in Asia, specifically our hard electronic goods.
Implemented supply chain and inventory changes, including partnering with our manufacturers to find cost savings, renegotiating price and delivery timelines, and accelerating expansion into non-US territories to mitigate the impact of tariffs and redirect a portion of our previously produced China inventory.

Cost Optimization Plan

These initiatives include emphasizing targeted workforce reductions and vendor savings. The plan is expected to generate $5-$6 million of pre-tax cost savings, $5 million of which is expected to be realized by the end of 2025 with the balance realized in 2026. The Company currently estimates that it will incur approximately $2.3 million in total costs associated with the plan.

Guidance Commentary

Josh Feldman, Chief Financial Officer, commented, “The current economic landscape is marked by significant uncertainty, and the rapidly changing market conditions make it challenging to predict future developments. Because of that, we are withdrawing our previously issued net revenue and Adjusted EBITDA guidance for 2025. However, we do believe that the steps underway will soften the impact of tariffs and their related costs for much of 2025. We will continue to evaluate our ability to provide guidance as the year progresses.”

Webcast and Conference Call Information

Aterian will host a live conference call to discuss financial results today, May 14, 2025, at 5:00 p.m. Eastern Time, which will be accessible by telephone and the internet. Investors interested in participating in the live call can dial:

(800) 715-9871 (Domestic)
(646) 307-1963 (International)
Passcode: 1616427

Participants may also access the call through a live webcast at https://ir.aterian.io. The archived online replay will be available for a limited time after the call in the investors section of the Aterian corporate website.

Non-GAAP Financial Measures
For more information on our non-GAAP financial measures and a reconciliation of GAAP to non-GAAP measures, please see the “Non-GAAP Financial Measures” section below. The most directly comparable GAAP financial measure for EBITDA and adjusted EBITDA is net loss and we are reporting a net loss for the quarter ending March 31, 2025 due primarily to our operating losses, which includes stock-based compensation expense, and interest expense. We are unable to reconcile the forward-looking statements of EBITDA and adjusted EBITDA in this press release to their nearest GAAP measures because the nearest GAAP financial measures are not accessible on a forward-looking basis and reconciling information is not available without unreasonable effort.

About Aterian, Inc.
Aterian, Inc. (Nasdaq: ATER) is a consumer products company that builds and acquires leading e-commerce brands with top-selling consumer products, in multiple categories, including home and kitchen appliances, health and wellness and air quality devices. The Company sells across the world’s largest online marketplaces with a focus on Amazon, Walmart and Target in the U.S. and on its own direct to consumer websites. Our primary brands include Squatty Potty, hOmeLabs, Mueller Living, PurSteam, Healing Solutions and Photo Paper Direct.

Forward Looking Statements
All statements other than statements of historical facts included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements including, in particular, the statements regarding our ability to successfully implement our tariff mitigation and cost optimization plans, and the current global environment and inflation and our ability to return to growth and profitability beyond 2025, even under prolonged tariff pressure. These forward-looking statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties and other factors, all of which are difficult to predict and many of which are beyond our control and could cause actual results to differ materially and adversely from those described in the forward-looking statements. These risks include, but are not limited to, those related to our ability to continue as a going concern, the effect of tariffs and other costs on our results, our ability to continue to operate following our reduction in workforce, our ability to meet financial covenants with our lenders, our ability to maintain and to grow market share in existing and new product categories; our ability to continue to profitably sell the SKUs we operate; our ability to maintain Amazon’s Prime badge on our seller accounts or reinstate the Prime badge in the event of any removal of such badge by Amazon; our ability to create operating leverage and efficiency when integrating companies that we acquire, including through the use of our team’s expertise, the economies of scale of our supply chain and automation driven by our platform; those related to our ability to grow internationally and through the launch of products under our brands and the acquisition of additional brands; those related to consumer demand, our cash flows, financial condition, forecasting and revenue growth rate; our supply chain including sourcing, manufacturing, warehousing and fulfillment; our ability to manage expenses, working capital and capital expenditures efficiently; our business model and our technology platform; our ability to disrupt the consumer products industry; our ability to generate profitability and stockholder value; international tariffs and trade measures; inventory management, product liability claims, recalls or other safety and regulatory concerns; reliance on third party online marketplaces; seasonal and quarterly variations in our revenue; acquisitions of other companies and technologies and our ability to integrate such companies and technologies with our business; our ability to continue to access debt and equity capital (including on terms advantageous to the Company) and the extent of our leverage; and other factors discussed in the “Risk Factors” section of our most recent periodic reports filed with the Securities and Exchange Commission (“SEC”), all of which you may obtain for free on the SEC’s website at www.sec.gov.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently made available by us on our website or otherwise. We do not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Investor Contact:

The Equity Group

Devin Sullivan
Managing Director
dsullivan@equityny.com

Conor Rodriguez
Associate
crodriguez@equityny.com


ATERIAN, INC. Consolidated Balance Sheets (in thousands, except share and per share data)

	December 31, 2024			March 31, 2025
ASSETS
Current assets:
Cash	$	17,998		$	14,337
Accounts receivable, net		3,782			3,391
Inventory		13,749			18,144
Prepaid and other current assets		3,190			3,512
Total current assets		38,719			39,384
Property and equipment, net		685			689
Intangibles, net		9,757			9,366
Other non-current assets		381			379
Total assets	$	49,542		$	49,818
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Credit facility	$	6,948		$	7,511
Accounts payable		3,080			6,164
Seller notes		466			471
Accrued and other current liabilities		8,804			8,404
Total current liabilities		19,298			22,550
Other liabilities		227			229
Total liabilities		19,525			22,779
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.0001 par value, 500,000,000 shares authorized and 8,750,741 and 8,748,741 shares outstanding at December 31, 2024 and March 31, 2025, respectively		9			9
Additional paid-in capital		742,591			743,374
Accumulated deficit		(711,677	)		(715,573	)
Accumulated other comprehensive loss		(906	)		(771	)
Total stockholders’ equity		30,017			27,039
Total liabilities and stockholders’ equity	$	49,542		$	49,818


ATERIAN, INC. Consolidated Statements of Operations *(in thousands, except share and per share data)*

	Three Months Ended March 31,
		2024			2025
Net revenue	$	20,214		$	15,360
Cost of goods sold		7,046			5,936
Gross profit		13,168			9,424
Operating expenses:
Sales and distribution		13,214			9,661
General and administrative		5,232			3,459
Total operating expenses		18,446			13,120
Operating loss		(5,278	)		(3,696	)
Interest expense, net		323			175
Change in fair value of warrant liabilities		(517	)		(55	)
Other expense, net		7			60
Loss before provision for income taxes		(5,091	)		(3,876	)
Provision for income taxes		71			20
Net loss	$	(5,162	)	$	(3,896	)
Net loss per share, basic and diluted	$	(0.76	)	$	(0.52	)
Weighted-average number of shares outstanding, basic and diluted		6,789,955			7,452,957


ATERIAN, INC. Consolidated Statement of Cash Flows *(in thousands, except share and per share data)*

	Three Months Ended March 31,
		2024			2025
OPERATING ACTIVITIES:
Net loss	$	(5,162	)	$	(3,896	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		428			408
Provision for sales returns		64			(72	)
Amortization of deferred financing cost and debt discounts		83			37
Stock-based compensation		1,667			783
Change in deferred tax expense		(5	)		—
Change in inventory provisions		(976	)		86
Change in fair value of warrant liabilities		(517	)		(55	)
Allowance for credit losses		—			(147	)
Changes in assets and liabilities:
Accounts receivable		1,843			538
Inventory		2,846			(4,481	)
Prepaid and other current assets		249			33
Accounts payable, accrued and other liabilities		(526	)		2,898
Cash used in operating activities		(6	)		(3,868	)
INVESTING ACTIVITIES:
Purchase of fixed assets		(36	)		—
Purchase of minority equity investment		(200	)		—
Cash used in investing activities		(236	)		—
FINANCING ACTIVITIES:
Repayments on seller notes		(153	)		—
Borrowings from MidCap credit facilities		11,453			10,296
Repayments for MidCap credit facilities		(13,244	)		(9,777	)
Insurance obligation payments		(254	)		(235	)
Insurance financing proceeds		—			156
Cash provided by (used in) financing activities		(2,198	)		440
Foreign currency effect on cash and restricted cash		(49	)		123
Net change in cash and restricted cash for the year		(2,489	)		(3,305	)
Cash and restricted cash at beginning of year		22,195			19,143
Cash and restricted cash at end of year	$	19,706		$	15,838
RECONCILIATION OF CASH AND RESTRICTED CASH:
Cash		17,545			14,337
Restricted Cash—Prepaid and other current assets		2,032			1,372
Restricted cash—Other non-current assets		129			129
TOTAL CASH AND RESTRICTED CASH	$	19,706		$	15,838

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$	402		$	200
Cash paid for taxes	$	3		$	5
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash consideration paid to contractors	$	620		$	—
Non-cash minority equity investment	$	50		$	—

Non-GAAP Financial Measures

We believe that our financial statements and the other financial data included in this press release have been prepared in a manner that complies, in all material respects, with generally accepted accounting principles in the U.S. (“GAAP”). However, for the reasons discussed below, we have presented certain non-GAAP measures herein.

We have presented the following non-GAAP measures to assist investors in understanding our core net operating results on an on-going basis: (i) Contribution Margin; (ii) Contribution margin as a percentage of net revenue; (iii) EBITDA (iv) Adjusted EBITDA; and (v) Adjusted EBITDA as a percentage of net revenue. These non-GAAP financial measures may also assist investors in making comparisons of our core operating results with those of other companies.

As used herein, Contribution margin represents gross profit less amortization of inventory step-up from acquisitions (included in cost of goods sold) and e-commerce platform commissions, online advertising, selling and logistics expenses (included in sales and distribution expenses). As used herein, Contribution margin as a percentage of net revenue represents Contribution margin divided by net revenue. As used herein, EBITDA represents net loss plus depreciation and amortization, interest expense, net and provision for income taxes. As used herein, Adjusted EBITDA represents EBITDA plus stock-based compensation expense, changes in fair-market value of warrant liability, restructuring expenses, and other expenses, net. As used herein, Adjusted EBITDA as a percentage of net revenue represents Adjusted EBITDA divided by net revenue. Contribution margin, EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to loss from operations or net loss, as determined under GAAP.

We present Contribution margin and Contribution margin as a percentage of net revenue, as we believe each of these measures provides an additional metric to evaluate our operations and, when considered with both our GAAP results and the reconciliation to gross profit, provides useful supplemental information for investors. Specifically, Contribution margin and Contribution margin as a percentage of net revenue are two of our key metrics in running our business. All product decisions made by us, from the approval of launching a new product and to the liquidation of a product at the end of its life cycle, are measured primarily from Contribution margin and/or Contribution margin as a percentage of net revenue. Further, we believe these measures provide improved transparency to our stockholders to determine the performance of our products prior to fixed costs as opposed to referencing gross profit alone.

In the reconciliation to calculate contribution margin, we add e-commerce platform commissions, online advertising, selling and logistics expenses (“sales and distribution variable expense”) to gross profit to inform users of our financial statements of what our product profitability is at each period prior to fixed costs (such as sales and distribution expenses such as salaries as well as research and development expenses and general administrative expenses). By excluding these fixed costs, we believe this allows users of our financial statements to understand our products performance and allows them to measure our products performance over time.

We present EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue because we believe each of these measures provides an additional metric to evaluate our operations and, when considered with both our GAAP results and the reconciliation to net loss, provide useful supplemental information for investors. We use these measures with financial measures prepared in accordance with GAAP, such as sales and gross margins, to assess our historical and prospective operating performance, to provide meaningful comparisons of operating performance across periods, to enhance our understanding of our operating performance and to compare our performance to that of our peers and competitors. We believe EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue are useful to investors in assessing the operating performance of our business without the effect of non-cash items.

Contribution margin, Contribution margin as a percentage of net revenue, EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue should not be considered in isolation or as alternatives to net loss, loss from operations or any other measure of financial performance calculated and prescribed in accordance with GAAP. Neither EBITDA, Adjusted EBITDA or Adjusted EBITDA as a percentage of net revenue should be considered a measure of discretionary cash available to us to invest in the growth of our business. Our Contribution margin, Contribution margin as a percentage of net revenue, EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue may not be comparable to similar titled measures in other organizations because other organizations may not calculate Contribution margin, Contribution margin as a percentage of net revenue, EBITDA, Adjusted EBITDA or Adjusted EBITDA as a percentage of net revenue in the same manner as we do. Our presentation of Contribution margin and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by the expenses that are excluded from such terms or by unusual or non-recurring items.

We recognize that EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue, have limitations as analytical financial measures. For example, neither EBITDA nor Adjusted EBITDA reflects:

our capital expenditures or future requirements for capital expenditures or mergers and acquisitions;
the interest expense or the cash requirements necessary to service interest expense or principal payments, associated with indebtedness;
depreciation and amortization, which are non-cash charges, although the assets being depreciated and amortized will likely have to be replaced in the future, or any cash requirements for the replacement of assets;
changes in cash requirements for our working capital needs; or
changes in fair value of warrant liabilities

Additionally, Adjusted EBITDA excludes non-cash expense for stock-based compensation, which is and is expected to remain a key element of our overall long-term incentive compensation package.

We also recognize that Contribution margin and Contribution margin as a percentage of net revenue have limitations as analytical financial measures. For example, Contribution margin does not reflect:

general and administrative expense necessary to operate our business;
research and development expenses necessary for the development, operation and support of our software platform;
the fixed costs portion of our sales and distribution expenses including stock-based compensation expense; or
changes in fair value warrant liabilities

Contribution Margin

The following table provides a reconciliation of Contribution margin to gross profit and Contribution margin as a percentage of net revenue to gross profit as a percentage of net revenue, which are the most directly comparable financial measures presented in accordance with GAAP.


	Three Months Ended March 31,
		2024			2025
	(in thousands, except percentages)
Gross Profit	$	13,168		$	9,424
Less:
E-commerce platform commissions, online advertising, selling and logistics expenses		(10,320	)		(7,373	)
Contribution margin	$	2,848		$	2,051
Gross Profit as a percentage of net revenue		65.1	%		61.4	%
Contribution margin as a percentage of net revenue		14.1	%		13.4	%

Adjusted EBITDA

The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net loss, which is the most directly comparable financial measure presented in accordance with GAAP:


	Three Months Ended March 31,
		2024			2025
	(in thousands, except percentages)
Net loss	$	(5,162	)	$	(3,896	)
Add:
Provision for income taxes		71			20
Interest expense, net		323			175
Depreciation and amortization		428			408
EBITDA		(4,340	)		(3,293	)
Other expense, net		7			60
Change in fair market value of warrant liabilities		(517	)		(55	)
Restructuring expense		558			—
Stock-based compensation expense		1,667			783
Adjusted EBITDA	$	(2,625	)	$	(2,505	)
Net loss as a percentage of net revenue		(25.5	)%		(25.4	)%
Adjusted EBITDA as a percentage of net revenue		(13.0	)%		(16.3	)%

Each of our products typically goes through the Launch phase and depending on its level of success is moved to one of the other phases as further described below:

Launch phase: During this phase, we leverage our technology to target opportunities identified using AIMEE (Artificial Intelligence Marketplace e-Commerce Engine) and other sources. This phase also includes revenue from new product variations and relaunches. During this period of time, due to the combination of discounts and investment in marketing, our net margin for a product could be as low as approximately negative 35%. Net margin is calculated by taking net revenue less the cost of goods sold, less fulfillment, online advertising and selling expenses. These primarily reflect the estimated variable costs related to the sale of a product.
Sustain phase: Our goal is for every product we launch to enter the sustain phase and become profitable, with a target of positive 15% net margin for most products, within approximately three months of launch on average. Net margin primarily reflects a combination of manual and automated adjustments in price and marketing spend.
Liquidate phase: If a product does not enter the sustain phase or if the customer satisfaction of the product (i.e., ratings) is not satisfactory, then it will go to the liquidate phase and we will sell through the remaining inventory. Products can also be liquidated as part of inventory normalization especially when steep discounts are required.

The following tables break out our first quarter of 2024 and 2025 results of operations by our product phases (in thousands):


	Three months ended March 31, 2024
	Sustain		Launch		Liquidation/ Other		Fixed Costs		Stock Based Compensation		Total
Net revenue	$	18,200	$	408	$	1,606	$	—	$	—	$	20,214
Cost of goods sold		6,449		125		472		—		—		7,046
Gross profit		11,751		283		1,134		—		—		13,168
Operating expenses:
Sales and distribution expenses		8,833		232		1,255		2,595		299		13,214
General and administrative		—		—		—		3,864		1,368		5,232

	Three months ended March 31, 2025
	Sustain		Launch		Liquidation/ Other		Fixed Costs		Stock Based Compensation		Total
Net revenue	$	14,638	$	386	$	336	$	—	$	—	$	15,360
Cost of goods sold		5,499		241		196		—		—		5,936
Gross profit		9,139		145		140		—		—		9,424
Operating expenses:
Sales and distribution expenses		6,879		268		326		1,996		192		9,661
General and administrative		—		—		—		2,868		591		3,459

The MIL Network –

May 15, 2025

MIL-OSI: Battalion Oil Corporation Announces First Quarter 2025 Financial and Operating Results

Source: GlobeNewswire (MIL-OSI)

HOUSTON, May 14, 2025 (GLOBE NEWSWIRE) — Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced financial and operating results for the first quarter of 2025.

Key Highlights

Generated first quarter 2025 sales volumes of 11,900 barrels of oil equivalent per day (“Boe/d”) (53% oil)
Continued to lower capex per well, outperforming AFE estimates
AGI facility online and treated 1.6 Bcf for the first quarter of 2025
Commenced drilling operations on final two wells of 2025 six-well plan

Management Comments

The Company has continued drilling operations as part of its previously announced 2025 six-well activity plan, completing four Monument Draw wells and drilling ahead of schedule on the remaining two wells in the West Quito area. Capital on first well post-TD in West Quito is approximately $1.0 million under AFE and the 10,000 foot lateral well was drilled in record time for the area. The Company is currently in the final stages of drilling operations on the last well. Recently completed wells in the Monument Draw field continue to produce above type curve and are on track to deliver over 1,000,000 barrels of oil ultimate recovery each. Additional permits and drilling pads are being built in Hackberry Draw and the Company is currently planning additional permits and drilling pads in Monument Draw and West Quito.

During the first quarter 2025, the acid gas injection (“AGI”) facility treated approximately 18 MMcf/d average and returned approximately 15 MMcf/d of sweet gas to the Company for sales to its midstream partner. Daily average volume was lower in the quarter due to facility-related downtime. Subsequent to quarter end, the midstream partner has added equipment and daily rates have reached over 30 MMcf/d.

Results of Operations

Average daily net production and total operating revenue during the first quarter of 2025 were 11,900 Boe/d (53% oil) and $47.5 million, respectively, as compared to production and revenue of 12,989 Boe/d (48% oil) and $49.9 million, respectively, during the first quarter of 2024. The decrease in revenues in the first quarter of 2025 as compared to the first quarter of 2024 is primarily attributable to an approximate 1,089 Boe/d decrease in average daily production partially offset by a $2.33 increase in average realized prices (excluding the impact of hedges). Excluding the impact of hedges, Battalion realized 97.7% of the average NYMEX oil price during the fourth quarter of 2024. Realized hedge losses totaled approximately $2.5 million during the first quarter of 2025.

Lease operating and workover expense was $11.01 per Boe in the first quarter of 2025 versus $10.55 per Boe in the first quarter of 2024. The increase in lease operating and workover expense per Boe year-over-year is primarily a result of an inflationary market increase in maintenance, power and chemical costs combined with a decrease in average daily production. Gathering and other expenses were $11.20 per Boe in the first quarter of 2025 versus $14.62 per Boe in the first quarter of 2024. The decrease in gathering and other expenses per Boe is primarily related to a full quarter of volumes being treated by the AGI facility this quarter compared to the prior period as the plant did not come online until March 2024. General and administrative expenses were $4.12 per Boe in the first quarter of 2025 compared to $3.44 per Boe in the first quarter of 2024. The increase in general and administrative expense is primarily due to higher payroll and benefits costs this quarter. Excluding non-recurring charges, general and administrative expenses would have been $3.01 per Boe in the first quarter of 2025 compared to $2.57 per Boe in the first quarter of 2024.

For the first quarter of 2025, the Company reported a net loss available to common stockholders of $5.8 million and a net loss of $0.35 per share available to common stockholders. After adjusting for selected items, the Company reported an adjusted diluted net loss available to common stockholders for the first quarter of 2025 of $16.5 million or an adjusted diluted net loss of $1.00 per common share (see Reconciliation for additional information). Adjusted EBITDA during the first quarter ended March 31, 2025 was $15.1 million as compared to $9.4 million during the quarter ended March 31, 2024 (see Adjusted EBITDA Reconciliation table for additional information).

Liquidity and Balance Sheet

As of March 31, 2025, the Company had $225.0 million of term loan indebtedness outstanding and total liquidity made up of cash and cash equivalents of $73.6 million.

For further discussion on our liquidity and balance sheet, as well as recent developments, refer to Management’s Discussion and Analysis and Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Forward Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not strictly historical statements constitute forward-looking statements. Forward-looking statements include, among others, statements about anticipated production, liquidity, capital spending, drilling and completion plans, and forward guidance. Forward-looking statements may often, but not always, be identified by the use of such words such as “expects”, “believes”, “intends”, “anticipates”, “plans”, “estimates”, “projects,” “potential”, “possible”, or “probable” or statements that certain actions, events or results “may”, “will”, “should”, or “could” be taken, occur or be achieved. Forward-looking statements are based on current beliefs and expectations and involve certain assumptions or estimates that involve various risks and uncertainties that could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC’s website at www.sec.gov or through the Company’s website at www.battalionoil.com. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. The Company has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Company’s expectations.

About Battalion

Battalion Oil Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States.

Contact

Matthew B. Steele
Chief Executive Officer & Principal Financial Officer
832-538-0300

BATTALION OIL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share amounts)

	Three Months Ended
	March 31,
	2025			2024
Operating revenues:
Oil, natural gas and natural gas liquids sales:
Oil	$	39,700		$	42,429
Natural gas		2,823			2,047
Natural gas liquids		4,862			5,056
Total oil, natural gas and natural gas liquids sales		47,385			49,532
Other		90			338
Total operating revenues		47,475			49,870

Operating expenses:
Production:
Lease operating		10,358			11,586
Workover and other		1,433			888
Taxes other than income		2,800			2,991
Gathering and other		12,000			17,286
General and administrative		4,413			4,071
Depletion, depreciation and accretion		13,080			13,025
Total operating expenses		44,084			49,847
Income from operations		3,391			23

Other income (expenses):
Net gain (loss) on derivative contracts		9,302			(24,187	)
Interest expense and other		(6,670	)		(7,039	)
Total other income (expenses)		2,632			(31,226	)
Income (loss) income before income taxes		6,023			(31,203	)
Income tax benefit (provision)		—			—
Net income (loss)	$	6,023		$	(31,203	)
Preferred dividends		(11,820	)		(5,632	)
Net income (loss) available to common stockholders	$	(5,797	)	$	(36,835	)

Net income (loss) per share of common stock available to common stockholders:
Basic	$	(0.35	)	$	(2.24	)
Diluted	$	(0.35	)	$	(2.24	)
Weighted average common shares outstanding:
Basic		16,457			16,457
Diluted		16,457			16,457

BATTALION OIL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share and per share amounts)

	March 31, 2025			December 31, 2024
Current assets:
Cash and cash equivalents	$	73,568		$	19,712
Accounts receivable, net		21,177			26,298
Assets from derivative contracts		15,706			6,969
Restricted cash		91			91
Prepaids and other		901			982
Total current assets		111,443			54,052
Oil and natural gas properties (full cost method):
Evaluated		841,213			816,186
Unevaluated		49,091			49,091
Gross oil and natural gas properties		890,304			865,277
Less: accumulated depletion		(509,945	)		(497,272	)
Net oil and natural gas properties		380,359			368,005
Other operating property and equipment:
Other operating property and equipment		4,669			4,663
Less: accumulated depreciation		(2,589	)		(2,455	)
Net other operating property and equipment		2,080			2,208
Other noncurrent assets:
Assets from derivative contracts		8,846			4,052
Operating lease right of use assets		298			453
Other assets		3,222			2,278
Total assets	$	506,248		$	431,048

Current liabilities:
Accounts payable and accrued liabilities	$	58,499		$	52,682
Liabilities from derivative contracts		14,716			12,330
Current portion of long-term debt		22,579			12,246
Operating lease liabilities		286			406
Total current liabilities		96,080			77,664
Long-term debt, net		196,833			145,535
Other noncurrent liabilities:
Liabilities from derivative contracts		6,272			6,954
Asset retirement obligations		19,428			19,156
Operating lease liabilities		43			84
Commitments and contingencies
Temporary equity:
Redeemable convertible preferred stock: 138,000 shares		189,354			177,535
of $0.0001 par value authorized, issued and outstanding
at March 31, 2025 and December 31, 2024
Stockholders’ equity:
Common stock: 100,000,000 shares of $0.0001 par value authorized;
16,456,563 shares issued and outstanding at March 31, 2025 and
December 31, 2024		2			2
Additional paid-in capital		277,088			288,993
Accumulated deficit		(278,852	)		(284,875	)
Total stockholders’ (deficit) equity		(1,762	)		4,120
Total liabilities, temporary equity and stockholders’ equity	$	506,248		$	431,048

BATTALION OIL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)

	Three Months Ended
	March 31,
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	6,023		$	(31,203	)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depletion, depreciation and accretion		13,080			13,025
Stock-based compensation, net		(109	)		99
Unrealized (gain) loss on derivative contracts		(11,828	)		19,761
Amortization/accretion of financing related costs		395			1,701
Accrued settlements on derivative contracts		(560	)		1,433
Change in fair value of embedded derivative liability		—			(928	)
Other		53			270
Cash flows from operations before changes in working capital		7,054			4,158
Changes in working capital		5,677			(242	)
Net cash provided by operating activities		12,731			3,916

Cash flows from investing activities:
Oil and natural gas capital expenditures		(19,800	)		(24,599	)
Contract asset		—			(7,235	)
Other operating property and equipment capital expenditures		(6	)		(8	)
Other		(306	)		(6	)
Net cash used in investing activities		(20,112	)		(31,848	)

Cash flows from financing activities:
Proceeds from borrowings		63,000			—
Repayments of borrowings		(26	)		(10,026	)
Debt issuance costs		(1,737	)		—
Payment of debt financing costs		—			(129	)
Proceeds from issuance of preferred stock		—			19,500
Merger deposit		—			10,000
Net cash provided by financing activities		61,237			19,345

Net increase (decrease) in cash, cash equivalents and restricted cash		53,856			(8,587	)

Cash, cash equivalents and restricted cash at beginning of period		19,803			57,619
Cash, cash equivalents and restricted cash at end of period	$	73,659		$	49,032

BATTALION OIL CORPORATION SELECTED OPERATING DATA (Unaudited)

	Three Months Ended
	March 31,
	2025			2024
Production volumes:
Crude oil (MBbls)		569			566
Natural gas (MMcf)		1,799			2,180
Natural gas liquids (MBbls)		202			253
Total (MBoe)		1,071			1,182
Average daily production (Boe/d)		11,900			12,989

Average prices:
Crude oil (per Bbl)	$	69.77		$	74.96
Natural gas (per Mcf)		1.57			0.94
Natural gas liquids (per Bbl)		24.07			19.98
Total per Boe		44.24			41.91

Cash effect of derivative contracts:
Crude oil (per Bbl)	$	(7.00	)	$	(12.36	)
Natural gas (per Mcf)		0.81			1.18
Natural gas liquids (per Bbl)		—			—
Total per Boe		(2.36	)		(3.74	)

Average prices computed after cash effect of settlement of derivative contracts:
Crude oil (per Bbl)	$	62.77		$	62.60
Natural gas (per Mcf)		2.38			2.12
Natural gas liquids (per Bbl)		24.07			19.98
Total per Boe		41.88			38.17

Average cost per Boe:
Production:
Lease operating	$	9.67		$	9.80
Workover and other		1.34			0.75
Taxes other than income		2.61			2.53
Gathering and other		11.20			14.62
General and administrative, as adjusted ⁽¹⁾		3.01			2.57
Depletion		11.83			10.68

(1) Represents general and administrative costs per Boe, adjusted for items noted in the reconciliation below:

General and administrative:
General and administrative, as reported	$	4.12		$	3.44
Stock-based compensation:
Non-cash		(0.04	)		(0.08	)
Non-recurring charges and other:
Cash		(1.07	)		(0.79	)
General and administrative, as adjusted⁽²⁾	$	3.01		$	2.57

Total operating costs, as reported	$	28.94		$	31.14
Total adjusting items		(1.11	)		(0.87	)
Total operating costs, as adjusted⁽³⁾	$	27.83		$	30.27

________________________
(2) General and administrative, as adjusted, is a non-GAAP measure that excludes non-cash stock-based compensation charges relating to equity awards under our incentive stock plan, as well as other cash charges associated with non-recurring charges and other. The Company believes that it is useful to understand the effects that these charges have on general and administrative expenses and total operating costs and that exclusion of such charges is useful for comparison to prior periods.
(3) Represents lease operating expense, workover and other expense, taxes other than income, gathering and other expense and general and administrative costs per Boe, adjusted for items noted in the reconciliation above.

BATTALION OIL CORPORATION RECONCILIATION (Unaudited) (In thousands, except per share amounts)

	Three Months Ended
	March 31,
	2025			2024
*As Reported:*
Net (loss) income available to common stockholders – diluted ⁽¹⁾	$	(5,797	)	$	(36,835	)

*Impact of Selected Items:*
Unrealized loss (gain) on derivatives contracts:
Crude oil	$	(5,544	)	$	21,417
Natural gas		(6,284	)		(1,656	)
Total mark-to-market non-cash charge		(11,828	)		19,761
Change in fair value of embedded derivative liability		—			(928	)
Non-recurring charges		1,149			937
Selected items, before income taxes		(10,679	)		19,770
Income tax effect of selected items		—			—
Selected items, net of tax		(10,679	)		19,770

Net loss available to common stockholders, as adjusted ⁽²⁾	$	(16,476	)	$	(17,065	)

Diluted net income (loss) per common share, as reported	$	(0.35	)	$	(2.24	)
Impact of selected items		(0.65	)		1.20
Diluted net loss per common share, excluding selected items ⁽²⁾⁽³⁾	$	(1.00	)	$	(1.04	)


Net cash provided by (used in) operating activities	$	12,731		$	3,916
Changes in working capital		(5,677	)		242
Cash flows from operations before changes in working capital		7,054			4,158
Cash components of selected items		1,709			(496	)
Income tax effect of selected items		—			—
Cash flows from operations before changes in working capital, adjusted for selected items ⁽¹⁾	$	8,763		$	3,662

________________________
(1) Amount reflects net (loss) income available to common stockholders on a diluted basis for earnings per share purposes as calculated using the two-class method of computing earnings per share which is further described in Note 15, Earnings Per Share in our Form 10-K for the year ended December 31, 2024.
(2) Net (loss) income per share excluding selected items and cash flows from operations before changes in working capital adjusted for selected items are non-GAAP measures presented based on management’s belief that they will enable a user of the financial information to understand the impact of these items on reported results. These financial measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income, earnings per share and cash flows from operations, as defined by GAAP. These financial measures may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.
(3) The impact of selected items for the three months ended March 31, 2025 and 2024 were calculated based upon weighted average diluted shares of 16.5 million due to the net (loss) income available to common stockholders, excluding selected items.

BATTALION OIL CORPORATION ADJUSTED EBITDA RECONCILIATION (Unaudited) (In thousands)

	Three Months Ended
	March 31,
	2025			2024

Net income (loss), as reported	$	6,023		$	(31,203	)
Impact of adjusting items:
Interest expense		7,189			8,391
Depletion, depreciation and accretion		13,080			13,025
Stock-based compensation		48			99
Interest income		(579	)		(701	)
Unrealized loss (gain) on derivatives contracts		(11,828	)		19,761
Change in fair value of embedded derivative liability		—			(928	)
Non-recurring charges and other		1,149			937
Adjusted EBITDA⁽¹⁾	$	15,082		$	9,381

________________________
(1) Adjusted EBITDA is a non-GAAP measure, which is presented based on management’s belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net (loss) income. This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.

BATTALION OIL CORPORATION ADJUSTED EBITDA RECONCILIATION (Unaudited) (In thousands)

	Three Months			Three Months			Three Months			Three Months
	Ended			Ended			Ended			Ended
	March 31, 2025			December 31, 2024			September 30, 2024			June 30, 2024

Net income (loss), as reported	$	6,023		$	(22,202	)	$	21,628		$	(105	)
Impact of adjusting items:
Interest expense		7,189			6,135			6,873			7,610
Depletion, depreciation and accretion		13,080			14,155			12,533			13,213
Impairment of contract asset		—			18,511			—			—
Stock-based compensation		48			12			5			36
Interest income		(579	)		(278	)		(509	)		(634	)
Loss (gain) on extinguishment of debt		—			7,489
Unrealized loss (gain) on derivatives contracts		(11,828	)		1,648			(28,091	)		(4,434	)
Change in fair value of embedded derivative liability		—			(761	)		41			(436	)
Merger Termination Payment		—			(10,000	)		—			—
Non-recurring charges (credits) and other		1,149			3,310			978			384
Adjusted EBITDA⁽¹⁾	$	15,082		$	18,019		$	13,458		$	15,634

Adjusted LTM EBITDA⁽¹⁾	$	62,193

BATTALION OIL CORPORATION ADJUSTED EBITDA RECONCILIATION (Unaudited) (In thousands)

	Three Months			Three Months			Three Months			Three Months
	Ended			Ended			Ended			Ended
	March 31, 2024			December 31, 2023			September 30, 2023			June 30, 2023

Net (loss) income, as reported	$	(31,203	)	$	32,688		$	(53,799	)	$	(4,748	)
Impact of adjusting items:
Interest expense		8,391			8,917			9,219			9,366
Depletion, depreciation and accretion		13,025			12,337			13,426			14,713
Stock-based compensation		99			161			(686	)		(772	)
Interest income		(701	)		(525	)		(293	)		(234	)
Unrealized loss (gain) on derivatives contracts		19,761			(45,403	)		46,805			(2,332	)
Change in fair value of embedded derivative liability		(928	)		529			(1,878	)		358
Non-recurring charges (credits) and other		937			1,268			831			477
Adjusted EBITDA⁽¹⁾	$	9,381		$	9,972		$	13,625		$	16,828

Adjusted LTM EBITDA⁽¹⁾	$	49,806

________________________
(1) Adjusted EBITDA is a non-GAAP measure, which is presented based on management’s belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net income (loss). This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.

The MIL Network –

May 15, 2025

MIL-OSI: Investview, Inc. (“INVU”) Reports Financial Results and Current Operational and Financial Highlights for the First Quarter Ended March 31, 2025

Source: GlobeNewswire (MIL-OSI)

Haverford, PA, May 14, 2025 (GLOBE NEWSWIRE) — Investview, Inc. (OTCQB: INVU), a diversified financial technology services company that offers multiple business units across key sectors, including a financial education division offering tools, products and content through a global network of independent distributors; a manufacturing division focused on proprietary aesthetics, health, nutrition, & cognitive wellness products for wholesale and retail markets, with strategic plans for global expansion; an early-stage online trading platform that intends to offer self-directed retail brokerage services; and a business unit that owns and operates a sustainable blockchain business focused on bitcoin mining, today reported its first quarter 2025 financial results and shared highlights of key operational progress, strategic milestones, and forward-focused initiatives.

Summary Consolidated Financial Highlights:

Results of Operations-Three Months Ended March 31, 2025 vs March 31, 2024

Gross Revenue (a Non-GAAP measure) decreased 35.3% to $10.7 million for the three months ended March 31, 2025, compared to $16.5 million for the comparable prior year period.
Net Revenue decreased 36.0% to $10.0 million for the three months ended March 31, 2025, compared to $15.7 million for the comparable prior year period.
Net cash used in operating activities was ($3.4) million for the three months ended March 31, 2025, compared to net cash provided by operating activities of $4.8 million for the comparable prior year period.
Net income from operations decreased 122.1% to ($0.4) million for the three months ended March 31, 2025, compared to net income from operations of $1.9 million for the comparable prior year period.

Balance Sheet Data – March 31, 2025 vs December 31, 2024

Cash and cash equivalents at March 31, 2025 was $17.5 million, down $5.0 million or 22.1% from $22.5 million at December 31, 2024. The decrease was mainly attributable to a deposit to secure a writ of attachment order of $1.9 million in favor of the Company, an increase in bitcoin holdings of $0.5 million, an increase in prepaid assets of $0.8 million, purchases of inventory and manufacturing equipment of $0.7 million, and payments made under an agreement for the purchase of our common shares in a private transaction of $0.8 million.
Total assets decreased by $1.6 million or 5.2% to $29.9 million. Total liabilities decreased by $1.2 million or 8.7% to $13.1 million. Our current ratio remains strong at 2.29 as of March 31, 2025.
Working capital balance decreased by 6.1% at March 31, 2025, a decrease of $0.9 million from December 31, 2024.
Outstanding debt increased by $0.1 million to $3.3 million at March 31, 2025, up from $3.2 million at December 31, 2024.
Total stockholders’ equity at March 31, 2025 was $16.8 million, a decrease of $0.4 million, or 2.2%, from $17.2 million at December 31, 2024.

Comments on our industry segments and business units

Financial Education and Technology Segment

iGenius net revenue in the first quarter of 2025 was $8.8 million, a decrease of $4.2 million or 32.5% over the comparable period in 2024. The decrease was largely attributable to a combination of shifts in consumer behavior and demand following the COVID-19 pandemic as individuals reassess their spending priorities, lifestyle choices, and engagement habits. Broader macroeconomic headwinds also contributed to a general slowdown in direct sales and home-based business sectors.

Despite these challenges, iGenius remains optimistic about its long-term growth trajectory. The company is actively investing in the expansion of its sales network and is focused on broadening its portfolio of products and services. Management is confident that the core direct selling model remains robust and scalable, particularly as it evolves to include offerings beyond financial education.

As part of its strategic vision, iGenius plans to strengthen its value proposition through the continued development of its myLife Wellness division, which includes health, beauty, and wellness products. These initiatives are expected to enhance engagement across the sales network and drive future growth opportunities.

Our Blockchain Technology and Crypto Mining Products and Services Segment

SAFETek net revenue in the first quarter of 2025 was $0.9 million, a decrease of $1.8 million or 67.3% over the comparable period. The decrease in net revenue was primarily driven by the April 2024 Bitcoin halving event, which reduced block rewards by 50%, a more than 3.5% increase in mining network difficulty for the period, and a government-mandated energy curtailment due to low hydroelectric reservoir levels in our host country.

Despite a highly challenging environment, SAFETek successfully produced 9.12 Bitcoin during the first quarter of 2025. The company navigated the combined impact of tighter block rewards, escalating network difficulty, and energy restrictions, while simultaneously capitalizing on reduced power costs resulting from the curtailment, effectively turning operational adversity into a cost-management initiative that we expect will serve us well over time.

In 2024, SAFETek proactively executed key strategic initiatives to fortify long-term operational efficiency. These included the retirement of legacy mining hardware, deployment of next-generation ASIC miners, and the consolidation of mining operations—collectively lowering our hash cost and enhancing our competitive position in the global mining landscape. Importantly, we remain debt-free on all equipment purchases and maintain a strong balance sheet that provides the financial flexibility to pursue selective expansion opportunities.

SAFETek currently holds a reserve of nearly 2,900 mining machines, strategically positioned for deployment in qualified expansion scenarios. While the Bitcoin mining sector continues to evolve amid macroeconomic and protocol-level shifts, our outlook remains cautiously optimistic. We are committed to a disciplined, forward-looking strategy that prioritizes long-term sustainability and prepares us to scale when conditions improve.

Our Manufacturing and Development of Health, Beauty and Wellness Products Segment

In October 2024, we entered the over-the-counter health, beauty, and wellness market through our wholly owned subsidiary, myLife Wellness Company (“myLife Wellness”), with the strategic acquisition of Renu Laboratories, Inc. (“Renu Labs”), a contract developer and manufacturer of proprietary and non-proprietary products serving wholesale and retail clients. This acquisition marks a key milestone in our strategy to extend our platform into high-demand consumer verticals, with a growing focus on aesthetics, nutrition, and cognitive wellness.

Since the acquisition, we have made accelerated investments in Renu Labs’ core capabilities, including upgraded equipment, enhanced production technology, and key talent recruitment, which have resulted in measurable gains in both production output and operational efficiency. Net revenue for the first quarter of 2025 totaled $0.4 million. Encouragingly, net revenue generated to date in the second quarter has already exceeded first-quarter results, signaling continued momentum.

We are optimistic about Renu’s long-term growth trajectory and are focused on scaling manufacturing capacity while expanding our product portfolio and contract manufacturing (CMO) engagements with qualified partners. These steps are designed to position Renu as a nimble and scalable manufacturer in a market increasingly seeking trusted, innovative wellness product providers.

As the commercial arm of this initiative, myLife Wellness will serve as both the marketing engine and e-commerce platform for the products developed and manufactured by Renu Labs. The brand’s growing product catalog, centered around aesthetics, health, nutrition, and cognitive wellness, is expected to be distributed through a combination of retail (B2C) and wholesale (B2B) channels.

In addition to operating as a standalone consumer platform, myLife Wellness will also benefit from strategic collaboration with our iGenius subsidiary, enabling expanded access to retail, wholesale, and direct-to-consumer channels. This partnership is expected to significantly enhance market reach, while creating new revenue opportunities by introducing wellness products to a global member base and established consumer relationships.

We believe this integrated ecosystem represents a powerful foundation for long-term value creation across the health and wellness space.

Our Financial Services Initiatives

In March 2024, we achieved a significant milestone in our fintech growth strategy with the acquisition of Opencash Securities LLC, an early-stage registered broker-dealer. While the platform has not yet commenced commercial operations, this acquisition represents a strategic foundation for building a modern, mobile-first trading experience to-be focused on accessibility, simplicity, and cost-efficiency for retail investors globally.

Opencash is currently advancing through its final stages of development, including clearing integration, infrastructure buildout, and internal testing, in preparation for its commercial launch. Our goal is to establish Opencash as a low-cost, and commission-free platform offering trading in stocks, ETFs, and options, tailored to meet the expectations of today’s digitally native investor.

The Opencash initiative is designed to work in tandem with our proprietary MPower Trading Systems – Prodigio trading engine, acquired in 2021. Once fully deployed, we expect to offer two complementary trading solutions under the Opencash brand:

Opencash – a streamlined platform for everyday retail investors
OpencashPro – a feature-rich platform for advanced traders and active investors

Together, these platforms are expected to deliver a seamless, data-driven trading experience that integrates intelligent analytics, automation, and user-friendly interfaces, positioning us competitively in the evolving fintech landscape.

We remain optimistic about the long-term potential of the Opencash platform and are committed to executing a disciplined phased rollout that prioritizes regulatory readiness, technological integrity, and a superior user experience.

Operational Highlights (Quotes)

Victor Oviedo, Investview CEO, commented, “during the first quarter of 2025, Investview continued to make strategic progress across its diversified operating segments. In our financial education and direct selling division, iGenius generated $8.8 million in net revenue. While this represented a material contraction in our business compared to the prior-year period, the business remains focused on long-term growth through the planned expansion of its global sales network and the planned integration of health and wellness offerings from myLife Wellness.

“Our blockchain and crypto mining division, SAFETek, produced 9.12 Bitcoin during the quarter despite facing significant headwinds including the April 2024 halving event, a network difficulty increase of over 3.5%, and a government-mandated energy curtailment. These challenges were met with proactive operational adjustments, including the retirement of legacy hardware and the deployment of next-generation ASIC miners. SAFETek remains debt-free on all equipment purchases and holds a reserve of approximately 2,900 mining machines, preserving flexibility for future expansion.

“In our health, beauty, and wellness segment, Renu Labs generated $0.4 million in net revenue for the quarter, with revenues to date in Q2 2025 already exceeding first-quarter results. Strategic investments in production technology, equipment, and personnel are expected to lead to continued improvements in output and efficiency. The Company continues to position itself as a nimble and scalable manufacturer serving both proprietary and third-party CMO clients.

“Our fintech division also advanced with the continued development of Opencash Securities LLC. As a mobile-first platform for low-cost, and commission-free trading of stocks, ETFs, and options, “Opencash is progressing through clearing integration and platform testing in preparation for launch. The platform is expected to work in tandem with our MPower Prodigio trading engine, offering solutions for both retail and advanced traders under the Opencash and OpencashPro brands.

“Investview ended the quarter with $17.5 million in cash and cash equivalents, $1.7 million in bitcoin, maintained a strong current ratio of 2.29 and had a working capital balance of $14.2 million, reflecting prudent financial management and positioning the company to capitalize on future growth opportunities across its expanding portfolio.”

About Investview, Inc.

Investview, Inc., a Nevada corporation, operates a financial technology (FinTech) services company, offering several different lines of business, including a Financial Education and Technology business that delivers a series of products and services involving financial education, digital assets and related technology, through a network of independent distributors; and a Blockchain Technology and Crypto Mining Products and Services business, including leading-edge research, development and FinTech services involving the management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets. In addition, we are in the process of creating a Brokerage and Financial Markets business within the investment management and brokerage industries by, among others, commercializing on a proprietary trading platform we acquired in September 2021. For more information on Investview, please visit: www.investview.com.

About Opencash Securities LLC

Brokerage services are provided by Opencash Securities LLC, a member of FINRA and SIPC. Options involve risk and are not suitable for all investors. Please review Characteristics and Risks of Standardized Options prior to engaging in options trading. Opencash Securities LLC does not provide investment advice. Please consult with investment, tax, or legal professionals before making any investment decisions. All investments involve risks, including the possible loss of capital. Check the background of this investment professional on BrokerCheck. Opencash Securities LLC is a wholly-owned subsidiary of Investview, Inc.

Forward-Looking Statement

All statements in this release that are not based on historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies, and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms. These forward-looking statements are based on Investview’s current beliefs and assumptions and information currently available to Investview and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Our forward-looking statements expect that we will be able to expand the scope and scale of our iGenius network, despite the recent material contractions in its business. Our forward-looking statements also expect that we will ultimately be able to develop retail brokerage operations at Opencash, although it is currently in the pre-revenue and early stage of its operations. We plan to do this by, among others, investing the funds we believe are necessary to develop the infrastructure necessary to achieve retail operations. This includes, among others, the on-boarding of customer support personnel and software developers, the development and implementation of a marketing strategy, the securing of necessary securities clearing arrangements, and the continued development of the online Opencash trading platform and completing its integration with the proprietary algorithmic trading platform we acquired in September 2021. Despite our best efforts, there can be no assurance that we will be able to achieve these objectives on a timely basis, if at all, as the development of an early-stage securities brokerage business involves inherent regulatory and operational risks and uncertainties, including the uncertain ability of us to integrate the Opencash investment platform application with the proprietary algorithmic trading platform we acquired in September 2021, particularly as the platform we acquired in 2021 has not been placed in commercial service since 2021; thus, any such integration could be subject to IT-related and commercial risks. More information on potential factors that could affect Investview’s financial results is included from time to time in Investview’s public reports filed with the U.S. Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The forward-looking statements made in this release speak only as of the date of this release, and Investview, Inc. assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.

Investor Relations
Contact: Ralph R. Valvano
Phone Number: 732.889.4300
Email: pr@investview.com

Reconciliation of Gross Revenue to Net Revenue
(unaudited)

As used in this report, Gross Revenues are not a measure of financial performance under United States Generally Accepted Accounting Principles (“GAAP”). Gross Revenues are presented as they are used by management to understand the total revenue before certain items such as refunds, incentives, credits, chargebacks, and amounts paid to third party providers. The non-GAAP Gross Revenue measure is a supplement to the GAAP financial information. A reconciliation between Gross Revenue (non-GAAP) and Net Revenue is presented in the table below.

Gross Revenue (non-GAAP) to Net Revenue reconciliation for the three months ended March 31, 2025 is as follows:

	Membership revenue			Mining revenue		Health and wellness product sales			Other Revenue		Total
Gross billings/receipts	$	9,439,857		$	862,944	$	368,443		$	7,344	$	10,678,588
Refunds, incentives, credits, and chargebacks		(648,414	)		–		(122	)		–		(648,536	)
Net revenue	$	8,791,443		$	862,944	$	368,321		$	7,344	$	10,030,052

Gross Revenue (non-GAAP) to Net Revenue reconciliation for the three months ended March 31, 2024 is as follows:

	Membership Revenue			Mining Revenue		Total
Gross billings/receipts	$	13,851,294		$	2,642,599	$	16,493,893
Refunds, incentives, credits, and chargebacks		(821,976	)		–		(821,976	)
Net revenue	$	13,029,318		$	2,642,599	$	15,671,917

The MIL Network –

May 15, 2025

MIL-OSI: PMGC Holdings Inc. Announces Filing of Quarterly Report on Form 10-Q

Source: GlobeNewswire (MIL-OSI)

NEWPORT BEACH, Calif., May 14, 2025 (GLOBE NEWSWIRE) — PMGC Holdings Inc. (NASDAQ: ELAB) (the “Company,” “PMGC,” “we,” or “our”) today announced that it has filed its Quarterly Report on Form 10-Q (“Quarterly Report”) for the three months ended March 31, 2025, with the U.S. Securities and Exchange Commission (“SEC”).

The Quarterly Report is available on the SEC’s website at www.sec.gov under the company’s filings, as well as on the Company’s investor relations website.

Management believes the Company is well-capitalized, with a strong balance sheet and a clearly defined business focus. Through its operating subsidiaries, the Company is advancing its strategic growth priorities and actively pursuing acquisitions of operating B2B businesses and assets with the potential to drive meaningful revenue growth and enhance shareholder value.

Current Operating Subsidiaries:

• NorthStrive Biosciences Inc. – A biopharmaceutical company focused on the development and acquisition of cutting-edge aesthetic medicines. Its lead asset, EL-22, leverages an engineered probiotic approach to address a pressing issue in the obesity market by preserving muscle in patients undergoing weight loss treatments, including GLP-1 receptor agonists. For more information, visit northstrivebio.com.

• PMGC Research Inc. – A research and development subsidiary that utilizes Canadian research grants and partners with leading Canadian universities to accelerate scientific discovery and transform cutting-edge technologies into commercially viable products.

• PMGC Capital LLC – A multi-strategy investment firm focused on direct investments, strategic lending, and the acquisition of undervalued companies and assets across diverse markets. Its mission is to identify and seize high-potential opportunities to deliver sustainable growth and maximize returns on capital.

• Pending Acquisition – On April 16, 2025, the Company announced the signing of a non-binding Letter of Intent (“LOI”) to acquire a U.S.-based, cash-flow-positive information technology (“IT”) custom packaging company.

About PMGC Holdings Inc.

PMGC is a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and development across various industries. Currently, our portfolio consists of three wholly owned subsidiaries: Northstrive Biosciences Inc., PMGC Research Inc., and PMGC Capital LLC. We are committed to exploring opportunities in multiple sectors to maximize growth and value. For more information, please visit https://www.pmgcholdings.com.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as “believes,” “expects,” “plans,” “potential,” “would” and “future” or similar expressions such as “look forward” are intended to identify forward-looking statements. Forward-looking statements are made as of the date of this press release and are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, activities of regulators and future regulations and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results. Therefore, you should not rely on any of these forward-looking statements. These and other risks are described more fully in PMGC’s filings with the SEC, including the “Risk Factors” section of the Company’s Annual Report for the year ended December 31, 2024, filed with the SEC on March 26, 2025, and its other documents subsequently filed with or furnished to the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

IR Contact:
IR@pmgcholdings.com

The MIL Network –

May 15, 2025

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