Category: Economy

  • MIL-OSI USA: Winners of Solar District Cup Class of 2024–2025 Announced

    Source: US National Renewable Energy Laboratory

    18 Teams Earn Division Winner Titles for Solar and Solar-Plus-Storage Design Proposals


    On April 21 and April 22, the division winners and Project Pitch Champion in the Solar District Cup Collegiate Design Competition’s Class of 2024–2025 were announced.

    This year’s competing class of teams is the largest in Solar District Cup history, beating last year’s record. Thirty-eight teams competed in April. A total of 18 student-led teams won first-, second-, or third-place trophies across six divisions, with the addition of five honorable mentions and one Project Pitch Champion.

    Now in year six of the U.S. Department of Energy (DOE) competition administered by the National Renewable Energy Laboratory, the Solar District Cup challenges multidisciplinary student teams to develop solar and solar-plus-storage systems to supply mixed-use districts, or groups of buildings served by a common electrical distribution feeder. The competition engages students across engineering, finance, urban planning, energy technology, and other disciplines to reimagine how energy is generated, managed, and used in a real-world district.

    The competition is designed to inspire students to consider new career opportunities, learn industry-relevant skills, engage with the professional marketplace, and prepare to lead the next generation of energy innovators.

    On Saturday, April 19, students presented their solar energy development proposals to their division peers and panels of industry judges, who provided scoring and instructional feedback to the student teams. On the following Monday, April 21, the top teams in each division, plus five honorable mentions, were announced by leadership from the DOE Solar Energy Technologies Office.

    On April 22, the six division first-place teams were invited to pitch their concepts to a new panel of judges, who selected the most compelling solar proposal as this year’s Project Pitch Champion.

    The Solar District Cup Class of 2024–2025 division winners are as follows:

    Bring-Your-Own-District Use Case Division

    • 1st Place: University of California, Merced
    • 2nd Place: Manhattan University
    • 3rd Place: Cornell University
    • Honorable Mention: The Cooper Union for the Advancement of Science and Art

    Penn State Health Use Case Division

    • 1st Place: University of Pittsburgh
    • 2nd Place: Santa Clara University
    • 3rd Place: Northwestern University
    • Honorable Mention: Marshall University

    Seattle Colleges Use Case Division

    • 1st Place: Embry-Riddle Aeronautical University
    • 2nd Place: University of Utah
    • 3rd Place: New York Institute of Technology, Vancouver
    • Honorable Mention: North Carolina State University, Wolfpack Watts Team

    State University of New York at Oneonta Use Case Division

    • 1st Place: Appalachian State University
    • 2nd Place: The University of Alabama
    • 3rd Place: Villanova University
    • Honorable Mention: The College of New Jersey

    The College of New Jersey Use Case Division

    • 1st Place: Drexel University, Solar Dragons Team
    • 2nd Place: North Carolina State University, Lion Pack Lumineers Team
    • 3rd Place: Northeastern University

    University of Oregon Use Case Division

    • 1st Place: The Pennsylvania State University
    • 2nd Place: Columbia University
    • 3rd Place: California State University of Chico
    • Honorable Mention: Tennessee State University

    Project Pitch Champion

    After the announcement of top teams in each division on April 21, the six first-place teams moved on to the next day’s Pitch Championship, where they presented condensed pitches to a four-judge panel of industry experts, who decided the winner. The Solar Dragons team from Drexel University was chosen as Project Pitch Champion for the Solar District Cup Class of 2024–2025.

    In his remarks to the student competitors, Alejandro Moreno, associate principal deputy assistant secretary for the Office of Energy Efficiency and Renewable Energy at DOE, said, “I know the skills you’ve learned through the Solar District Cup will serve you well regardless of the career path you choose—but I hope you’ll consider a career in the energy sector. You can be an integral part of advancing the energy economy, where your skills will be in demand for years to come. You are needed!”

    During the competition, students receive access to educational resources and tools provided by partnering organizations Aurora Solar, RE+ Events, and CapIron Inc. These partners provide benefits over the course of the competition, including design and analysis software tools, networking opportunities with industry professionals, and instruction. District use case partners Penn State Health, Seattle Colleges, State University of New York at Oneonta, The College of New Jersey, University of Oregon, and those partners who worked with students to define their own districts shared valuable data with students to design their projects. The collective support of these organizations is essential to students’ success in the competition and in their career development.

    And a special thank you goes out to the seven panels of industry judges and the many industry professionals who offered their time as mentors to the student teams in this competition!

    Congratulations to all the students who competed in the Class of 2024–2025! Follow the Solar District Cup HeroX page for updates about future opportunities.

    Learn more about the Solar District Cup.

    MIL OSI USA News

  • MIL-OSI Security: Head of the Criminal Division, Matthew R. Galeotti Delivers Remarks at SIFMA’s Anti-Money Laundering and Financial Crimes Conference

    Source: United States Attorneys General

    Thank you, Bernard, for that kind introduction. And thank you to SIFMA for having me here at your annual AML and Financial Crimes Conference.

    Over the last several months, the Department has made clear that its mission is to protect hard-working Americans from the most serious threats.  In the Criminal Division, we are working relentlessly to eliminate cartels and transnational criminal organizations (TCOs), dismantle human smuggling operations, curb the flow of fentanyl and other dangerous drugs, and neutralize child predators and violent criminals, including by securing significant charges and prison sentences against the worst criminal actors. 

    White-collar crime also poses a significant threat to U.S. interests.  Unchecked fraud in U.S. markets and government programs robs hardworking Americans and harms the public fisc.  The deadly activities of cartels and TCOs are enabled by international money laundering organizations and other financial facilitators.  Illicit financial and logistical networks undermine our national security by facilitating sanctions evasion by hostile nation-states and terror regimes.

    Today, I’m here to discuss the role the Criminal Division plays in combating these crimes.

    The Criminal Division has always been a leader in white-collar enforcement and in the development of corporate enforcement policy.  Our work prevents the distortion of markets through unfair external forces based on fraud and deceit. 

    But recently, those efforts have come at too high a cost for businesses and American enterprise. Companies need clear guidance and certainty on the concrete benefits that each company, their shareholders, boards, and customers can earn through self-reporting, owning up to criminal conduct, remediating, and cooperating with the Department. Too often, businesses have been subject to unchecked and long-running investigations that can be costly—both to the Department and to the subjects and targets of its investigations—and can unduly interfere with day-to-day business operations. These costs and uncertainty have deterred companies from working with the Department and diverted the Department’s resources from tackling the most significant threats facing our country.

    In short, if companies continue to assume that the Department will be quick and heavy-handed with the stick, and stingy with the carrot, the system will continue to generate lengthy drawn-out investigations that are ultimately detrimental to companies and the Department.  This approach has deterred companies from cooperating and allowing the Department to more readily target the most culpable actors.   

    And so the Criminal Division is turning a new page on white-collar and corporate enforcement.

    We start from first principles: recognizing that law-abiding companies are key to a prosperous America.  As stated in the America First Investment Policy, “Economic security is national security.”  Through hard work and innovation, we can build a stronger economy that benefits Americans from Main Street to the C-suite.  We have created the safest and most secure financial system in the world, ensured an even playing field where—no matter your background—you can compete in our marketplace, and rooted out those who would prey on the vulnerable through scams and schemes.

    Most corporations and financial institutions want to play by the rules and provide value for their shareholders and their customers.  And that is what we want them to remain focused on. Excessive enforcement and unfocused corporate investigations stymie innovation, limits prosperity, and reduces efficiency.

    So that ends today.  Current Department leadership recognizes the critical role that American companies play—not just in growing our economy, but also in the fight against the most serious criminal actors.  Many of you, particularly those of you in an AML compliance role, are on the front lines defending your companies against criminal actors.  You work every day to implement systems to keep your companies, your customers, and your shareholders safe.  You follow the guidance from your regulators.  And you can provide critical information to ensure that the Department can prosecute the worst offenders, the individual fraudsters, those that shadow bank for hostile nation-states, cartel enablers, and other financial facilitators of transnational crime.  We are here to prosecute criminals, not law-abiding businesses.

    To that end, I am announcing the Criminal Division’s white-collar enforcement plan.  This plan will focus the Criminal Division’s efforts on the most egregious white-collar crime to make our nation safer and more prosperous, vindicate victims’ rights, maximize the use of the Department’s resources, and provide fairness and transparency to individuals and companies alike. As part of this plan, I am revising three of the key corporate enforcement policies of the Criminal Division to reflect these priorities.

    So, let me take a few minutes and walk you through the changes I am implementing at the Criminal Division under the new Administration.

    Effective white-collar prosecution requires focus, fairness and efficiency—three principles that will guide the work of Criminal Division prosecutors going forward.

    The Criminal Division is laser-focused on the most urgent threats to our country, our citizens, and our economy. I have instructed all of our prosecutors to focus their white-collar prosecution efforts on the key threats to America.

    Fraud perpetrated against Americans as individuals, as taxpayers, and as recipients of government services are core to this focus.  Millions of Americans are victimized by fraudsters every day, some losing their hard-earned life savings.  These schemes harm the public and weaken the integrity of our markets.

    Similarly, dishonest actors seek to take advantage of our government and enrich themselves through waste, fraud, and abuse.  Those that defraud Medicare, our defense infrastructure, and other public benefit programs and government agencies, steal not only from the government but divert much-needed support from the most vulnerable Americans.

    Criminals also seek to exploit our financial system, which is the safest in the world.  Just as Americans seek the security that the system provides, dangerous cartels, hostile nation states, and terrorists seek to exploit that system to further their heinous crimes and threaten our economy and our national security.

    You are the first line of defense against these schemes—companies and particularly financial institutions with well-functioning compliance programs have a unique role to play in this fight.

    We are here to work with you.  Our goal is practicality.  Root out criminal conduct in the most cost-effective ways. But make no mistake, the Criminal Division will hold accountable those that choose a different path, those that enable criminals. It is incumbent upon us as representatives of the American people to do so.   

    Today, the Criminal Division is releasing revised corporate enforcement policies that emphasize the role of and benefits for law-abiding companies and companies that are ready to acknowledge and learn from their mistakes.  Specifically, we are making clearer the benefits for companies that self- report. Companies that are ready to take responsibility should not be overburdened by enforcement.  The revised policies are aimed at incentivizing you to come forward, come clean, reform, and cooperate with the government in efficient investigations and prosecutions of the most culpable actors.

    Let me take a minute to outline the changes you’ll see in our policies.

    We have revised the Criminal Division’s Corporate Enforcement and Voluntary Self-Disclosure Policy, or CEP.  The CEP is the Criminal Division’s primary guide to corporate enforcement and voluntary self-disclosure.  But it had gotten unwieldy and hard to navigate.  We want to be as transparent as we can to companies and their counsel about what to expect under our policies.  Therefore, under my direction, the Fraud Section and the Money Laundering and Asset Recovery Section have revised the CEP to simplify the policy and clarify the outcomes that companies can expect.

    What is the primary message I want you to take back to your companies about the new CEP?  Self-disclosure is key to receiving the most generous benefits the Criminal Division can offer. Why?  Because coming forward and coming clean lets the Department devote its resources to investigating and prosecuting individual wrongdoers and the most egregious criminal schemes.  Companies can avoid what we have all seen in the past: burdensome, years-long investigations that inevitably end in a resolution process in which the company feels it must accept the fate the Department has ultimately decided.

    Under the new CEP—with an easy-to-follow flow chart—companies that voluntarily self-disclose and meet other criteria will receive a declination, not just a presumption of a declination.  More precisely, those companies that meet our core requirements—voluntarily self-disclose to the Criminal Division, fully cooperate, timely and appropriately remediate, and have no aggravating circumstances—will not be required to enter into a criminal resolution.  This is a clear path to declination.

    For companies that are willing to meet all the voluntary self-disclosure, cooperation, and remediation requirements but may have concerns about coming forward because they have aggravating circumstances, the revised policy makes clear that you may still be eligible for a CEP declination based on weighing the severity of those aggravating circumstances and the company’s cooperation and remediation.

    And the changes aim to also provide enhanced clarity and benefits for companies who in good faith self-disclose either not quickly enough or after—unbeknownst to them—the Department has already become aware of the misconduct.  The CEP revisions put an end to the guessing game companies previously faced under these circumstances.

    Now, the CEP makes clear that those companies are still eligible to receive significant benefits—an NPA with a term of fewer than three years, 75% reduction of the criminal fine, and no monitor.

    As I said before—the key here is self-disclosure. Where a company does not self-disclose, it will not receive these benefits.  But, consistent with the high-level principles I’ve discussed, in those circumstances, Criminal Division prosecutors still have discretion to recommend a resolution of any form, with a three-year term, monitor and up to 50% reduction in the fine.

    I am also announcing revisions to our monitor selection policy.

    As with unchecked enforcement, unrestrained monitors can be a burden on businesses that are frequently making self-directed improvements and investing significant amounts in their own compliance programs to solve problems internally and proactively. Without appropriate oversight from the Criminal Division, monitors can create an adversarial relationship with the companies they monitor, impose significant expense, stray from their core mission, and unduly interfere with business.  At times, the money companies spend on their monitor could be better spent investing in their compliance programs or, if they haven’t already, making victims whole.

    In short, the value monitors add is often outweighed by the costs they impose, so you can expect to see fewer of them going forward. For pre-existing monitorships, the Criminal Division is reviewing each one in an effort to narrow their scope or, where appropriate, terminate a monitorship altogether, based on a totality of the circumstances review. 

    In limited circumstances, however, a narrowly-tailored monitorship that is right-sized to the conduct it seeks to remedy, can be an effective resource to provide independent oversight and review to companies that are struggling to implement effective compliance programs on their own.

    I have asked the experts in the Criminal Division to revise the Division’s policy on selection of monitors, consistent with these principles and concerns.  Our new policy clarifies the factors prosecutors must consider to impose a monitor and to narrowly scope and tailor the monitor’s mandate when a monitor is imposed.

    Let me walk you through some of the key changes. The top line value criterion is that the benefits of the monitor should outweigh its costs, both monetary costs, as well as burdens on the business’ operations.  A monitor’s costs must be proportionate to the severity of the underlying conduct, the profits of the company, and the company’s present size and risk profile.  Therefore, factors prosecutors will consider are:

    First, the nature and seriousness of the conduct and the risk that it will happen again.  In analyzing the nature and seriousness of the conduct, the Department will focus chiefly on harms to Americans and American business.

    Second, the availability of other effective independent government oversight—i.e., regulator oversight.

    Third, the efficacy of the company’s compliance program and culture of compliance at the time of resolution.

    Fourth, the maturity of the company’s controls and ability of the company to test and update its compliance program.

    And when a monitor is imposed, that monitor must understand that she or he serves the public by ensuring the company will not reoffend and has an appropriate compliance program. 

    The goal of the Department, the monitor, and the company should be aligned—to bring the company back into good standing and to prevent future misconduct.  In keeping with this public service, the Criminal Division will ensure that costs are proportionate with the underlying criminal conduct, the company’s profits, and the company’s size and risk profile. We will do that by requiring a fee cap, approving budgets for all workplans, and requiring biannual tripartite meetings between the Department, the monitor, and the company.

    And finally, we have made changes to our corporate whistleblower program to reflect our focus on the worst actors and most egregious crimes.

    To do this, I asked MLARS and Fraud to review the corporate whistleblower awards pilot program and recommend additional areas of focus reflecting the Administration’s priorities.

    Today, we have added the following priority areas for tips: procurement and federal program fraud; trade, tariff, and customs fraud; violations of federal immigration law; and violations involving sanctions, material support of foreign terrorist organizations, or those that facilitate cartels and TCOs, including money laundering, narcotics, and Controlled Substances Act violations.

    As with every other area in our program, these tips must result in forfeiture to be eligible for an award.

    What does all this mean for you, the compliance professional and particularly those of you in anti-money laundering and financial crime departments?  We want to hear from you and we want your companies to hear from you.  Now is the time to report, remediate, and strengthen compliance to ensure American prosperity.

    Never before have the benefits of self-reporting and cooperating been so clear.  And you are the eyes and the ears of your companies.  You have the opportunity to see something, report something, and make sure your company can work with the Department to root out individual misconduct and receive all the benefits we have to offer.

    Thank you, again, for having me today.

    MIL Security OSI

  • MIL-OSI USA: SBA Offers Disaster Assistance to Oklahoma Small Businesses, Nonprofits and Residents Affected by Spring Storms

    Source: United States Small Business Administration

    SACRAMENTO, Calif. – The U.S. Small Business Administration (SBA) announced the availability of low interest federal disaster loans to Oklahoma small businesses, nonprofits and residents to offset physical and economic losses from severe storms and flooding beginning April 19. The SBA issued a disaster declaration in response to a request SBA received from Gov. Kevin Stitt on May 9.

    The disaster declaration covers the Oklahoma counties of Caddo, Comanche, Cotton, Grady, Kiowa, Stephens and Tillman.

    Businesses and nonprofits are eligible to apply for business physical disaster loans and may borrow up to $2 million to repair or replace disaster-damaged or destroyed real estate, machinery and equipment, inventory, and other business assets.

    Homeowners and renters are eligible to apply for home and personal property loans and may borrow up to $100,000 to replace or repair personal property, such as clothing, furniture, cars, and appliances. Homeowners may apply for up to $500,000 to replace or repair their primary residence.

    Applicants may be eligible for a loan increase of up to 20% of their physical damages, as verified by the SBA, for mitigation purposes. Eligible mitigation improvements include insulating pipes, walls and attics, weather stripping doors and windows, and installing storm windows to help protect property and occupants from future disasters.

    SBA’s Economic Injury Disaster Loan (EIDL) program is available to eligible small businesses, small agricultural cooperatives, nurseries and private nonprofit (PNP)organizations impacted by financial losses directly related to this disaster. The SBA is unable to provide disaster loans to agricultural producers, farmers, or ranchers, except for aquaculture enterprises.

    EIDLs are for working capital needs caused by the disaster and are available even if the business or PNP did not suffer any physical damage. They may be used to pay fixed debts, payroll, accounts payable, and other bills not paid due to the disaster.

    Interest rates are as low as 4% for businesses, 3.62% for nonprofits, and 2.75% for homeowners and renters with terms up to 30 years. Interest does not begin to accrue, and payments are not due until 12 months from the date of the first loan disbursement. The SBA sets loan amounts and terms based on each applicant’s financial condition.

    Beginning May 13, SBA customer service representatives will be on hand at a Disaster Loan Outreach Center (DLOC) to answer questions about SBA’s disaster loan program, explain the application process and help individuals complete their applications. Walk-ins are accepted, but you can schedule an in-person appointment in advance at appointment.sba.gov.

    “When disasters strike, SBA’s Disaster Loan Outreach Centers play a vital role in helping small businesses and their communities recover,” said Chris Stallings, associate administrator of the Office of Disaster Recovery and Resilience at the SBA. “At these centers, SBA specialists assist business owners and residents with disaster loan applications and provide information on the full range of recovery programs available.”

    The DLOC hours of operations are listed below.

    COMANCHE COUNTY
    Disaster Loan Outreach Center
    Patterson Community Center
    Library Room
    4 NE Arlington Dr.
    Lawton, OK  73507

    Opens at 12 p.m. Tuesday, May 13

    Mondays – Fridays, 9:00 a.m. – 5:30 p.m.

    To apply online, visit sba.gov/disaster. Applicants may also call SBA’s Customer Service Center at (800) 659-2955 or email disastercustomerservice@sba.gov for more information on SBA disaster assistance. For people who are deaf, hard of hearing, or have a speech disability, please dial 7-1-1 to access telecommunications relay services.

    The deadline to return physical damage applications is July 11. The deadline to return economic injury applications is Feb. 12, 2026.

    ###

    About the U.S. Small Business Administration

    The U.S. Small Business Administration helps power the American dream of business ownership. As the only go-to resource and voice for small businesses backed by the strength of the federal government, the SBA empowers entrepreneurs and small business owners with the resources and support they need to start, grow, expand their businesses, or recover from a declared disaster. It delivers services through an extensive network of SBA field offices and partnerships with public and private organizations. To learn more, visit www.sba.gov.

    MIL OSI USA News

  • MIL-OSI: Provident Financial Holdings Announces CFO Appointment

    Source: GlobeNewswire (MIL-OSI)

    RIVERSIDE, Calif., May 12, 2025 (GLOBE NEWSWIRE) — Provident Financial Holdings, Inc. (“Company” or “Provident”), NASDAQ GS: PROV, the holding company for Provident Savings Bank, F.S.B. (“Bank” or “Provident”), today announced that Peter C. Fan has been appointed Senior Vice President, Chief Financial Officer, and Corporate Secretary of the Company and the Bank, effective May 12, 2025. Mr. Fan most recently served as Senior Vice President – Director of Finance and Treasury at Royal Business Bank since February 2024 and prior to that, as Senior Vice President – Finance at Pacific Western Bank from April 2014 to February 2024.

    President and Chief Executive Officer Donavon P. Ternes commented, “I am pleased to announce the newest member of Provident’s senior management team and extend a warm welcome to Mr. Fan. Peter brings a wealth of financial leadership experience – acquired throughout his banking career particularly with strategic corporate initiatives, liquidity and capital planning, asset-liability management, budgeting, and forecasting.   Peter, together with his colleagues at Provident, will continue our community banking focus which has served our local customers and communities very well for many years.”

    Mr. Fan’s educational background includes a Master of Business Administration from the University of California at Los Angeles and a Bachelor of Science in Accounting from the University of Southern California.   Mr. Fan is also a Certified Public Accountant in California (Inactive).

    About Provident

    With over $1.3 billion in total assets and 13 retail banking centers, Provident is the largest independent community bank headquartered in Riverside County, California, and has been serving the financial needs of its community since 1956. Provident’s community banking operations primarily consist of accepting deposits from customers and businesses within the communities surrounding its full-service offices and investing those funds in single-family, multi-family, commercial real estate, construction, commercial business, consumer, and other loans.

    Safe-Harbor Statement

    Certain matters in this News Release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may relate to, among others, expectations of the business environment in which the Company operates, projections of future performance, perceived opportunities in the market, potential future credit experience, and statements regarding the Company’s mission and vision. These forward-looking statements are based upon current management expectations, and may, therefore, involve risks and uncertainties. The Company’s actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide range of factors including, but not limited to, the general business environment, interest rates, the California real estate market, competitive conditions between banks and non-bank financial services providers, regulatory changes, and other risks detailed in the Company’s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

    Contacts:

    Donavon P. Ternes
    President and 
    Chief Executive Officer 

    Tam B. Nguyen
    Senior Vice President and
    Chief Financial Officer

    (951) 686-6060

    The MIL Network

  • MIL-OSI: Magnetic North Acquisition Corp. Announces Issuance of Management Cease Trade Order by ASC

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta and TORONTO, May 12, 2025 (GLOBE NEWSWIRE) — Magnetic North Acquisition Corp. (TSXV: MNC; MNC.PR.A) (“Magnetic North” or the “Company”) announces that its principal regulator, the Alberta Securities Commission (the “ASC”), has accepted the Company’s request for, and the ASC has granted, a management cease trade order (the “MCTO”).

    As previously announced on May 8, 2025, the application for the MCTO was made by the Company due to a delay in the preparation and filing of the Company’s annual audited financial statements for the financial year ended December 31, 2024, the accompanying management’s discussion and analysis and the related CEO and CFO certifications (collectively, the “Annual Filings”), which were due April 30, 2025.

    The MCTO restricts all trading in securities of the Company, whether direct or indirect, by the Co-‎Chief Executive Officers and the Chief Financial Officer until such ‎time as the Annual Filings have been filed by the Company and the MCTO has been lifted. The ‎MCTO does not affect the ability of shareholders who are not insiders of the Company to trade ‎their securities. However, the applicable Canadian securities regulatory authorities could ‎determine, in their discretion, that it would be appropriate to issue a general cease trade order ‎against the Company affecting all of the securities of the Company‎‎‎. Until the Company has filed the Annual Filings, members of the Company’s management and ‎other insiders are subject to an insider trading black-out policy as per its internal Insider Trading ‎Policy that is consistent with the principles in Section 9 of National Policy 11-207.

    The Company continues to work to complete the Annual Filings and ‎expects to file the Annual Filings by June 30, 2025, and will issue a news release once the Annual ‎Filings have been filed‎.

    During the MCTO, the Company confirms that it will comply with the provisions of the alternative ‎information guidelines set out in National Policy 12-203 respecting Management Cease Trade ‎Orders for as long as it remains in default, including the issuance of bi-weekly default status ‎reports, each of which will be issued in the form of a news release. Further, if the Company ‎provides any information to any of its creditors during the period in which it is in default of filing ‎the Annual Financial Statements, the Company confirms that it will also file material change ‎reports on SEDAR containing such information. The Company confirms that there is no other ‎material information concerning the affairs of the Company that has not been generally disclosed ‎as of the date of this press release‎.

    About Magnetic North Acquisition Corp.

    Magnetic North invests and manages businesses on behalf of its shareholders and believes that capital alone does not always lead to success. With offices in Calgary and Toronto, our experienced management team applies its considerable management, operations and capital markets expertise to ensure its investee companies are as successful as possible for shareholders. Magnetic North common shares and preferred shares trade on the TSX Venture Exchange under the stock symbol MNC and MNC.PR.A, respectively. The TSX Venture recently announced that Magnetic North is a “2021 TSX Venture 50” recipient. For more information about Magnetic North, visit its website at www.magneticnac.com. Magnetic North’s securities filings can also be accessed at www.sedar.com.

    For further information, please contact:

    Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

    CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

    Certain statements in this news release are “forward-looking statements”, which reflect current ‎‎expectations of the ‎management of Magnetic North regarding future events or Magnetic North’s ‎‎future performance. All statements other than ‎statements of historical fact contained in this news ‎‎release may be forward-looking statements. Such 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 the forward-looking ‎statements. Magnetic North believes ‎that the ‎expectations reflected in such forward-looking ‎statements are reasonable, but no ‎assurance can be given that these ‎expectations will prove to ‎be correct and such forward-‎looking statements should not be unduly relied upon. The ‎forward-‎looking statements are ‎expressly qualified in their entirety by this cautionary statement. The ‎forward-‎looking statements ‎are made as of the date of this news release and Magnetic North ‎assumes no obligation to ‎update or ‎revise them to reflect new events or circumstances, except ‎as expressly required by ‎applicable securities law. ‎Further information regarding risks and ‎uncertainties relating to ‎Magnetic North and its securities can be found in the ‎disclosure ‎documents filed by Magnetic ‎North with the securities regulatory authorities, available at ‎www.sedar.com‎.‎

    The MIL Network

  • MIL-OSI USA: Warren, DeLauro Push for Congressional Trade Transparency, Warn of Trump Admin Corruption

    US Senate News:

    Source: United States Senator for Massachusetts – Elizabeth Warren
    May 12, 2025
    Text of Letter (PDF)
    Washington, D.C. – Today, Senator Elizabeth Warren (D-Mass.) and Representative Rosa DeLauro (D-Conn.) wrote to Secretary of Commerce Howard Lutnick, Secretary of Treasury Scott Bessent, and U.S. Trade Representative Ambassador Jamieson Greer, calling out the Trump administration for withholding information on its supposedly ongoing bilateral “negotiations” from Congress—who retains the Constitutional authority to “regulate commerce with foreign nations.” 
    “The Trump administration’s chaotic and opaque tariff policies are causing layoffs; uncertainty for workers, businesses, and consumers; and the most extreme stock market collapse and volatility since the early days of COVID-19,” wrote the lawmakers. “These policies, levied indiscriminately on nearly every country in the world, are an abuse of the president’s power and will severely damage the U.S. economy if left unchecked.”
    Trump attempts to distract from this economic chaos by asserting that his on-and-off, indiscriminate tariffs were actually a bargaining chip meant to entice other countries to the negotiating table. However, the administration has provided almost no information on these trade talks, creating concern that the behind-closed-doors talks will only result in trade deals that line the pockets of Trump’s billionaire friends, leaving Americans to foot the bill for Trump’s “negotiating tactics.” 
    “The Trump administration has created additional economic uncertainty with these so-called negotiations: we do not know who the administration is negotiating with, what its strategic goals are, whether it will offer any concessions, and what it is specifically asking for,” wrote the lawmakers. 
    This concern is particularly acute in light of the fact that the administration has not provided any indication that it will obtain congressional approval of the resulting trade deals, despite Congress’s authority “to regulate Commerce with foreign Nations” and “lay and collect Taxes, Duties.” The lawmakers point out that this lack of transparency is a sharp deviation from historic practice. The lack of congressional oversight only increases the likelihood that Trump and his allies are using these trade talks for their own enrichment, as it allows the administration to actively engage with powerful industries, corporations, or sovereign states to seek quid-pro-quo deals, knowing that they are not being held back by Congress or the public. Already, there are reports that may be happening.
    “Congress should end Trump’s disastrous reciprocal tariffs once and for all, but in the meantime, we must ensure that any negotiated trade deals do not result in additional economic chaos and corruption or further undermine Congress’s constitutional authority to regulate trade,” continued the lawmakers. “As the administration officials charged with leading these negotiations, we ask that you provide additional information on these talks.”
    The lawmakers are demanding information, including the list of countries the administration is negotiating with, details of each meeting, clarification of the administration’s strategy, and assurances that the administration is bargaining on behalf of the American people, not Trump’s billionaire friends, from the administration officials by May 20, 2025.

    MIL OSI USA News

  • MIL-OSI USA: ABC News: Bipartisan pair of senators applaud DOJ investigation into egg producers

    US Senate News:

    Source: United States Senator for Massachusetts – Elizabeth Warren
    May 09, 2025
    A bipartisan pair of senators applauded the Justice Department’s ongoing investigation into major egg producers over rising prices and called on the department to look even further into the issue in a letter to Assistant Attorney General Gail Slater late Thursday evening.
    “We write to express support for the Department of Justice’s reported investigation into anticompetitive practices in the U.S. egg industry,” Democratic Sen. Elizabeth Warren and Republican Sen. Jim Banks wrote. “As you are aware, the sustained increase in egg prices has placed a significant financial strain on American families, particularly workingclass households. While egg producers and trade associations point to recent avian flu outbreaks as the cause of high prices, we are concerned that record high egg prices reflect noncompetitive behavior among large producers.”
    ABC News reported in March that the Department of Justice was in the early stages of investigating major egg producers over soaring egg prices. Sources told ABC News at the time that department investigators were looking into whether the major egg companies were sharing information about supply and pricing, possibly contributing to price increases.

    Read the full article here.
    By:  Allison Pecorin and Katherine FauldersSource: ABC News

    MIL OSI USA News

  • MIL-OSI USA: ICYMI: Attorney General Alan Wilson demands accountability from Chinese messaging app WeChat about fentanyl trafficking, money launderingRead More

    Source: US State of South Carolina

    (COLUMBIA, S.C.) – Attorney General Alan Wilson and five bipartisan attorneys general today demanded accountability from WeChat over concerns that the Chinese messaging app is a key enabler of fentanyl trafficking and illegal money laundering in the United States. Fentanyl has contributed to hundreds of thousands of deaths in the United States.  

    “WeChat has become a digital safe haven for fentanyl traffickers and money launderers, and they know it,” said Attorney General Wilson. “This Chinese-owned app is helping cartels push poison into our communities and move blood money across the globe. Enough is enough. If WeChat won’t shut down these criminal operations on their platform, we’ll use every legal tool available to expose them and stop them. South Carolina will not stand by while American lives are destroyed for profit.”

    WeChat is a messaging and payment app used by over a billion people in China and over 19 million people in the United States, including in South Carolina. Several law enforcement and financial crime investigations have revealed that WeChat allows for fentanyl traffickers to communicate about how to launder the money from fentanyl and other drug sales. WeChat is encrypted, so traffickers use the app to move millions of dollars in cash from the United States through a complicated set of transactions to China, and then to Mexico, where the bulk of fentanyl is produced.  

    In South Carolina and in the United States, it’s illegal to launder drug money. The attorneys general are demanding that WeChat provide specific answers to the states in the next 30 days about what steps WeChat is taking to stop this dangerous and unlawful activity from taking place on their platform.  

    Across the country, WeChat has played a key role in several criminal prosecutions targeting fentanyl trafficking operations, including:  

    • The 2021 conviction of money launderer Xizhi Li for running a transnational criminal ring using WeChat to move bulk cash between Chinese financial operations and drug cartels.  
    • Operation Chem Capture, a 2023 incident where eight companies and 12 people were indicted for using apps, including WeChat, to sell the chemicals used to make fentanyl.  
    • Mexico’s Sinaloa drug cartel and Chinese money laundering organizations use WeChat to launder the proceeds of fentanyl sales in the United States.  
    • Last month, the U.S. Department of Justice arrested and charged three members of an international money laundering ring in South Carolina for allegedly using WeChat to launder money from fentanyl sales. 

    Yet, despite this pattern of misuse, WeChat has not taken any action to address the issues in its app that facilitate fentanyl trafficking and money laundering.  

    North Carolina Attorney General Jeff Jackson, South Carolina Attorney General Alan Wilson, Colorado Attorney General Phil Weiser, Mississippi Attorney General Lynn Fitch, New Hampshire Attorney General John Formella, and New Jersey Attorney General Matt Platkin joined together on this letter to WeChat.  

    You can read the letter here.

    You can watch the press conference here.

    MIL OSI USA News

  • MIL-OSI Security: New Orleans Man Guilty of Fraudulent Vehicle Purchase Scheme

    Source: Office of United States Attorneys

    NEW ORLEANS, LOUISIANA – Acting U.S. Attorney Michael M. Simpson announced that KENNETH RICHMOND (“RICHMOND”), age 64, a resident of New Orleans, pled guilty on May 9, 2025, to Counts 1 and 6 of an indictment charging him with conspiracy to commit wire fraud, in violation of Title 18, United States Code, Section 1349, and aggravated identity theft, in violation of Title 18, United States Code, Section 1028A.

    RICHMOND faces up to twenty (20) years in prison and up to three (3) years of supervised release as to Count 1.  As to Count 6, he faces a mandatory consecutive prison sentence of two (2) years, followed by a term of supervised release for up to one (1) year.  For each count, RICHMOND also faces payment of a fine of up to $250,000, and a mandatory special assessment fee of $100. 

    According to court documents, in 2022, RICHMOND conspired with another person to use fake and stolen personal identifying information to make fraudulent vehicle purchases from a local car dealership.  The vehicle purchases were financed through a financial institution, and several of the loans went into default.  This fraud caused a loss of approximately $124,031.41 to the dealership.  As part of this scheme, RICHMOND knowingly used a real person’s name, date of birth, and Social Security Number, without permission, to purchase a Dodge Challenger in July of 2022. 

    The Honorable Barry Ashe set RICHMOND’s sentencing for August 14, 2025.

    The U.S. Attorney’s Office would like to acknowledge the work of the United States Secret Service, St. John the Baptist Parish Sheriff’s Office, and the Louisiana Department of Public Safety.  The prosecution of this case is being handled by Assistant United States Attorney Maria Carboni of the Financial Crimes Unit.

    *        *       *

    MIL Security OSI

  • MIL-OSI Security: Indictment Unsealed in Bank Fraud Conspiracy Involving Hundreds of Forged Checks Stolen from the Mail

    Source: Office of United States Attorneys

    OKLAHOMA CITY – A federal Indictment has been unsealed, charging DERRY LEE DAVIS, 23, ANTAJAUN MONZELLE BROWN, JR., 24, AMAURION RAMONE NORMENT, 21, OLIVERNAESHA OLIEAH WOODS, 21, LORENZO JONES IV, 23, and MATEI LEANN BASS, 22, all of Oklahoma City, DAZJUAN JERAE DEMOND MATTHEWS, 21, of Kansas, and AMARION ADRIONE WHITESIDE, 21, of Texas, for their roles in a conspiracy to steal mail from mail deposit boxes across the Oklahoma City metro area using a stolen United States Postal Service (USPS) arrow key and forge checks found in the stolen mail to obtain cash from financial institutions. The announcement was made by U.S. Attorney Robert J. Troester.

    On April 16, 2025, a federal Grand Jury returned a 19-count Indictment against the defendants, charging them for their roles in the conspiracy. According to the Indictment, beginning in 2022, Davis possessed a stolen USPS arrow key, which he and other conspirators used to access and steal mail from mail deposit boxes across the Oklahoma City area in search of checks. Davis, Brown, and Norment would then alter information on stolen checks, so that they could be deposited into the bank accounts of other conspirators who agreed to participate in the scheme. In order to find people willing to join the scheme, the indictment alleges that Davis, Brown, and others advertised the scheme on social media urging those interested to contact them. The Indictment further alleges that Matthews, Whiteside, Woods, Jones, Bass, and others agreed to join the conspiracy and deposited or allowed forged checks to be deposited into their bank accounts in exchange for a portion of the check proceeds.

    The defendants have all been charged with conspiracy to commit bank fraud, for which they face up to 30 years in federal prison if found guilty. In addition to conspiracy to commit bank fraud:

    • Davis has been charged with bank fraud, possession of a forged security, possession of a stolen USPS key, and possession of stolen mail.  Davis faces up to 30 years in federal prison if found guilty of bank fraud and faces up to 25 years if found guilty of the remaining counts;
    • Brown, Jr. has been charged with four counts of bank fraud, possession of a forged security, and possession of stolen mail. Brown faces up to 30 in federal prison if found guilty for each count of bank fraud and faces up to 15 years if found guilty of the remaining counts; and
    • Norment has been charged with seven counts of bank fraud and possession of a forged security. Norment faces up to 30 years in federal prison if found guilty for each count of bank fraud and faces up to 10 years if found guilty of the remaining count.

    The public is reminded these charges are merely allegations, and that the defendants are innocent unless and until proven guilty beyond a reasonable doubt.

    This case is the result of an investigation by the United States Postal Inspection Service. Assistant U.S. Attorney Jackson D. Eldridge is prosecuting the case.

    Reference is made to public filings for additional information.

    MIL Security OSI

  • MIL-OSI USA: Trump Signs Ricketts’ Consumer Payment CRA into Law

    US Senate News:

    Source: United States Senator Pete Ricketts (Nebraska)
    WASHINGTON, D.C. – Over the weekend, President Donald Trump signed a congressional review act resolution introduced by U.S. Senator Pete Ricketts (R-NE) into law. The resolution nullifies a Biden-era rule governing digital payment applications from the Consumer Financial Protection Bureau (CFPB). This CFPB rule stifled innovation and made financial transactions more difficult. Now, it will be easier for consumers to send and receive money among family and friends.
    “Following their election loss, the Biden-Harris CFPB rushed an eleventh-hour rule to attack non-bank digital consumer payment applications,” said Ricketts. “I am happy President Trump signed my resolution into law to reverse this regulation and support American consumers. These are widely popular applications among consumers. President Trump is continuing to pass common sense measures by reversing this Biden-era rule.”
    BACKGROUND 
    On November 21, 2024, the CFPB finalized a rule entitled “Defining Larger Participants of a Market for a General-Use Digital Consumer Payment Applications.” The rule was one of the Biden Administration’s many midnight rulemakings at the end of the year. Effective Jan. 9, 2025, the rule stretched CFPB’s powers to establish new supervision and examination authority. It claimed new authority over nonbank entities identified as “larger participants” in the general-use digital consumer payment applications market. These entities include payment apps, digital wallets, peer-to-peer payment apps, and other entities. “Larger participants” are entities that facilitate at least 50 million consumer payment transactions annually.
    Many payment companies are already regulated at the federal and state level. Consumers are having positive experiences in engaging with these services. Despite minimal consumer complaints about payment services—accounting for only 1% of the CFPB’s 1.3 million complaints in 2023—the CFPB chose to layer additional oversight on an already well-regulated industry.
    This one-size-fits-all solution in search of a problem expands CFPB’s authority without properly identifying a specific market it seeks to supervise. It fails to identify the risks within a specific market that pose harm to consumers that existing regulation doesn’t already mitigate. It also layers overreaching, duplicative regulation that could stifle innovation and lead to fewer services and increased costs. Further, the cost-benefit analysis supporting the rule is insufficient, unrealistic, and notably underestimates a CFPB exam to cost just $25,001.

    MIL OSI USA News

  • MIL-OSI: 3D Systems Reports First Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    ROCK HILL, S.C., May 12, 2025 (GLOBE NEWSWIRE) — 3D Systems Corporation (NYSE:DDD) announced today its financial results for the first quarter ended March 31, 2025.

    • Revenue of $95 million as growth in new hardware systems and related services was offset by a decline in materials sales driven primarily by inventory management in the dental aligner market.
    • Previously announced $50 million cost savings initiative proceeding on schedule for completion by mid-2026. Reduction in operating expenses in Q1 continues to reflect the Company’s focus on cost and efficiency.
    • Company announcing an additional cost reduction initiative estimated to deliver $20 million incremental savings in 2025 to accelerate organizational alignment in response to potential macroeconomic and tariff risks.
    • Company withdrawing full year guidance due to risk of protracted weakness in customer capex spending. Top priority on delivering profitability at current scale. Strong new product portfolio spanning all metal and polymer platforms positions company well for accelerated growth and profitability when customer capex rebounds.
    • Balance sheet significantly strengthened as April sale of Geomagic portfolio provided over $100 million post-tax increase to Company cash reserves, which totaled approximately $250 million as of April 30, 2025.
    Unaudited Three Months Ended
    (in millions, except per share data) March 31, 2025   March 31, 2024
    Revenue $ 94.5     $ 102.9  
    Gross profit $ 32.7     $ 40.9  
    Gross profit margin   34.6 %     39.8 %
    Operating expense $ 69.5     $ 80.8  
    Operating loss $ (36.8 )   $ (39.9 )
    Net loss attributable to 3D Systems Corporation $ (37.0 )   $ (16.0 )
    Diluted loss per share $ (0.28 )   $ (0.12 )
           
    Non-GAAP measures for year-over-year comparisons    
    Non-GAAP gross profit margin   35.0 %     40.1 %
    Non-GAAP operating expense $ 61.6     $ 66.3  
    Adjusted EBITDA $ (23.9 )   $ (20.1 )
    Non-GAAP diluted loss per share $ (0.21 )   $ (0.17 )
                   

    Summary Comments on Results

    Dr. Jeffrey Graves, president and CEO of 3D Systems said, “Our first quarter revenues reflect a continuation of challenging top-line pressures as many customers are delaying their capital investments in order to get greater clarity around potential tariff impacts on their manufacturing and distribution strategies. This is in addition to the ongoing geopolitical and broader macroeconomic uncertainty that we have been experiencing for some time. We believe that these factors led to a noticeable dampening of our customers’ near-term capital spending, particularly in consumer-facing and service bureau related end markets. While we were pleased to see this growth in new printer sales for the second straight quarter, the rate was clearly impacted by these capital spending delays. Encouragingly, this growth in printer sales was driven predominantly by our newest hardware systems, as our strengthened technology portfolio delivered strategic wins for all three of our metal printing platforms, and steady growth broadly in Aerospace and Defense markets. These wins bode well for the future, particularly in the high-reliability Healthcare and Industrial markets, which include Aerospace and Defense, and AI infrastructure, areas that have been an increasing focus for us for some time. These trends were true not only in our US markets, but also in Europe, Asia and the Middle East. With regard to materials sales, the decline we experienced was primarily related to short-term inventory management in the dental orthodontics market. More broadly within our Healthcare segment, we delivered impressive results in spite of the broader economy, with 17% growth in our Personalized Healthcare business, and 18% in our manufacturing operations for FDA-approved parts – both crucial elements of our growth strategy moving forward.”

    Dr. Graves continued, “While margins remained under pressure given lower volumes and less favorable mix, we are focused intently on the items within our direct control. In this respect, our cost reduction plans that we announced last quarter are gaining momentum and contributed approximately $5 million of year-over-year improvement in operating expenses in Q1. While this is the progress we had anticipated, as we continue to assess the unpredictability of the current demand environment, we are taking a more conservative view with respect to revenue expectations for the remainder of 2025 and have announced additional, incremental actions to drive profitability improvements. These latest actions will ensure that our organizational capacity is aligned to our current demand environment. These new actions will be taken in the short term and are designed to deliver $20 million of in-year savings for 2025. Our deliberate preservation of R&D investments over the last few years has yielded a significant wave of new technology introduction across the entirety of our product portfolio, including both our polymer and metal platforms. While the short-term impact on profitability from these investments has been painful, based upon the strong customer interest we have received in these new products, we believe the strength of our offerings and the groundwork we have laid through our application specialists, will be a key competitive differentiator in the market as the headwinds on customer capex spending recede and new production inroads are expanded upon. This is particularly true in metal applications, where our new systems are increasingly preferred for high-quality/high-reliability component manufacturing, for applications within the human body, and in advanced industrial systems. With many of these new products now entering the critical phase of commercialization, our focus can expand to cost reduction activities, including significant footprint consolidations, simplification and modernization of our back-office activities, and a reorganization of our workforce to better align it with current market conditions. Given the scale of our company, we believe these actions can deliver profitability and the positive cash performance needed to sustain our development efforts and serve our customers’ production needs as they expand around the world. In addition, with the closing of our Geomagic asset sale in early April, we have strengthened our balance sheet by adding over $100 million of net proceeds, ending the most recent month with approximately $250 million of cash.”

    Dr. Graves concluded, “So, in short, we have followed a very deliberate strategy for the last three years of investing to be a technology leader in both metals and polymers, and one that has full control over all design, production and sourcing operations that are essential to the quality of our products, as the market for new production applications of 3D printing now opens in earnest. While the short term headwinds driven by tariff risks and other factors are painful and require us to implement significant cost savings initiatives, in the longer-term the new opportunities for localized manufacturing within the US, Europe, India and other nations is a significant driver for long-term value creation for all of our stakeholders.”

    First Quarter 2025 Results

    Revenue for the first quarter of 2025 decreased 8% to $94.5 million compared to the same period last year. The revenue decrease primarily reflects lower materials sales, partially offset by growth in services and hardware systems.

    Healthcare Solutions revenue decreased 9% to $41.3 million compared to the prior year period.

    Industrial Solutions revenue decreased 7% to $53.2 million compared to the prior year period.

    Gross profit margin for the first quarter of 2025 was 34.6% compared to 39.8% in the same period last year. Non-GAAP gross profit margin was 35.0% compared to 40.1% in the same period last year and decreased primarily due to lower volumes and unfavorable price and mix.

    Net loss attributable to 3D Systems Corporation increased by $21.0 million to a loss of $37.0 million in the first quarter of 2025 compared to the same period in the prior year.

    Adjusted EBITDA decreased by $3.8 million to a loss of $23.9 million in the first quarter of 2025 compared to the same period last year primarily driven by lower volumes and unfavorable price and mix, partially offset by an improvement in operating expenses as result of previously announced cost reduction actions.

    2025 Outlook

    Due to the risk of protracted weakness in customer capital investment spending, the Company is withdrawing full year guidance for 2025 as it continues to focus on delivering profitability at its current scale. The Company believes with its strong new product portfolio, spanning all metal and polymer platforms, it is well-positioned for accelerated growth and profitability when customer spending on capex rebounds.

    Financial Liquidity

    At March 31, 2025, cash and cash equivalents totaled $135.0 million and decreased $36.3 million since December 31, 2024. This decrease resulted primarily from cash used in operations of $33.8 million and capital expenditures of $2.8 million. At March 31, 2025, the company had total debt, net of deferred financing costs of $212.3 million.

    Q1 2025 Conference Call and Webcast

    The company will host a conference call and simultaneous webcast to discuss these results on May 13, 2025, which may be accessed as follows:

    Date: Tuesday, May 13, 2025
    Time: 8:30 a.m. Eastern Time
    Listen via webcast: www.3dsystems.com/investor
    Participate via telephone: 201-689-8345

    A replay of the webcast will be available approximately two hours after the live presentation at www.3dsystems.com/investor.

    Forward-Looking Statements

    Certain statements made in this release that are not statements of historical or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. In many cases, forward looking statements can be identified by terms such as “believes,” “belief,” “expects,” “may,” “will,” “estimates,” “intends,” “anticipates” or “plans” or the negative of these terms or other comparable terminology. Forward-looking statements are based upon management’s beliefs, assumptions and current expectations and may include comments as to the company’s beliefs and expectations as to future events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the control of the company. The factors described under the headings “Forward-Looking Statements” and “Risk Factors” in the company’s periodic filings with the Securities and Exchange Commission, as well as other factors, could cause actual results to differ materially from those reflected or predicted in forward-looking statements. Although management believes that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements are not, and should not be relied upon as a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at which such performance or results will be achieved. The forward-looking statements included are made only as the date of the statement. 3D Systems undertakes no obligation to update or revise any forward-looking statements made by management or on its behalf, whether as a result of future developments, subsequent events or circumstances or otherwise, except as required by law.

    About 3D Systems

    More than 35 years ago, Chuck Hull’s curiosity and desire to improve the way products were designed and manufactured gave birth to 3D printing, 3D Systems, and the additive manufacturing industry. Since then, that same spark continues to ignite the 3D Systems team as we work side-by-side with our customers to change the way industries innovate. As a full-service solutions partner, we deliver industry-leading 3D printing technologies, materials and software to high-value markets such as medical and dental; aerospace, space and defense; transportation and motorsports; AI infrastructure; and durable goods. Each application-specific solution is powered by the expertise and passion of our employees who endeavor to achieve our shared goal of Transforming Manufacturing for a Better Future. More information on the company is available at www.3dsystems.com.

     
    3D SYSTEMS CORPORATION
    Condensed Consolidated Balance Sheets
    (Unaudited)
     
    (in thousands, except par value) March 31, 2025   December 31, 2024
    ASSETS      
    Current assets:      
    Cash and cash equivalents $ 135,040     $ 171,324  
    Accounts receivable, net of reserves — $2,621 and $2,433   104,691       101,471  
    Inventories   120,045       118,530  
    Prepaid expenses and other current assets   39,172       34,329  
    Assets held for sale   2,936       3,176  
    Total current assets   401,884       428,830  
    Property and equipment, net   50,918       51,044  
    Intangible assets, net   17,874       18,020  
    Goodwill   15,102       14,879  
    Operating lease right-of-use assets   51,983       50,715  
    Finance lease right-of-use assets   8,504       8,726  
    Long-term deferred income tax assets   2,107       2,063  
    Other assets   34,983       34,569  
    Total assets $ 583,355     $ 608,846  
    LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY      
    Current liabilities:      
    Current operating lease liabilities $ 11,775     $ 9,514  
    Accounts payable   39,767       41,833  
    Accrued and other liabilities   44,310       45,488  
    Customer deposits   5,750       4,712  
    Deferred revenue   32,110       27,298  
    Liabilities held for sale   10,305       10,251  
    Total current liabilities   144,017       139,096  
    Long-term debt, net of deferred financing costs   212,310       211,995  
    Long-term operating lease liabilities   51,525       52,527  
    Long-term deferred income tax liabilities   2,001       2,076  
    Other liabilities   25,829       25,001  
    Total liabilities   435,682       430,695  
    Commitments and contingencies      
    Redeemable non-controlling interest   2,034       1,958  
    Stockholders’ equity:      
    Common stock, $0.001 par value, authorized 220,000 shares; shares issued 135,361 and 135,510 as of March 31, 2025 and December 31, 2024, respectively   135       136  
    Additional paid-in capital   1,596,747       1,593,366  
    Accumulated deficit   (1,399,229 )     (1,362,243 )
    Accumulated other comprehensive loss   (52,014 )     (55,066 )
    Total stockholders’ equity   145,639       176,193  
    Total liabilities, redeemable non-controlling interest and stockholders’ equity $ 583,355     $ 608,846  
                   
    3D SYSTEMS CORPORATION
    Condensed Consolidated Statements of Operations
    (Unaudited)
     
      Three Months Ended
    (in thousands, except per share amounts) March 31, 2025   March 31, 2024
    Revenue:      
    Products $ 54,723     $ 64,051  
    Services   39,817       38,854  
    Total revenue   94,540       102,905  
    Cost of sales:      
    Products   37,365       39,587  
    Services   24,486       22,396  
    Total cost of sales   61,851       61,983  
    Gross profit   32,689       40,922  
    Operating expenses:      
    Selling, general and administrative   49,769       57,304  
    Research and development   19,683       23,480  
    Asset impairment charges          
    Total operating expenses   69,452       80,784  
    Loss from operations   (36,763 )     (39,862 )
    Non-operating income (loss):      
    Foreign exchange gain, net   1,139       1,909  
    Interest income   953       2,798  
    Interest expense   (581 )     (714 )
    Other (loss) income, net   (160 )     21,386  
    Total non-operating income   1,351       25,379  
    Loss before income taxes   (35,412 )     (14,483 )
    Provision for income taxes   (671 )     (1,371 )
    Loss on equity method investment, net of income taxes   (903 )     (247 )
    Net loss before redeemable non-controlling interest   (36,986 )     (16,101 )
    Less: net loss attributable to redeemable non-controlling interest         (100 )
    Net loss attributable to 3D Systems Corporation $ (36,986 )   $ (16,001 )
           
    Net loss per common share:      
    Basic $ (0.28 )   $ (0.12 )
    Diluted $ (0.28 )   $ (0.12 )
           
    Weighted average shares outstanding:      
    Basic   132,462       130,820  
    Diluted   132,462       130,820  
                   

    3D SYSTEMS CORPORATION
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)

      Three Months Ended
    (in thousands) March 31, 2025   March 31, 2024
    OPERATING ACTIVITIES      
    Net loss before redeemable non-controlling interest $ (36,986 )   $ (16,101 )
    Adjustments to reconcile net loss to net cash used in operating activities:      
    Depreciation and amortization   5,712       7,272  
    Accretion of debt discount   316       434  
    Stock-based compensation   4,168       8,252  
    Non-cash operating lease expense   2,371       2,728  
    Provision for inventory obsolescence   1,311       4,259  
    Provision for bad debts   325       (71 )
    Loss on the disposition of businesses, property, equipment and other assets   128       155  
    Gain on debt extinguishment         (21,518 )
    Provision for deferred income taxes and reserve adjustments   1,652       714  
    Loss on equity method investment, net of taxes   903       247  
    Changes in operating accounts:      
    Accounts receivable   (1,231 )     (2,391 )
    Inventories   (1,870 )     30  
    Prepaid expenses and other current assets   (4,078 )     (3,277 )
    Accounts payable   (2,799 )     (8,708 )
    Deferred revenue and customer deposits   5,745       7,854  
    Accrued and other liabilities   (4,144 )     (1,017 )
    All other operating activities   (5,309 )     (4,407 )
    Net cash used in operating activities   (33,786 )     (25,545 )
    INVESTING ACTIVITIES      
    Purchases of property and equipment   (2,795 )     (3,190 )
    Proceeds from sale of assets and businesses, net of cash sold         3  
    Acquisitions and other investments, net of cash acquired   (550 )      
    Other investing activities   (67 )      
    Net cash used in investing activities   (3,412 )     (3,187 )
    FINANCING ACTIVITIES      
    Repayment of borrowings/long-term debt         (87,150 )
    Taxes paid related to net-share settlement of equity awards   (285 )     (1,710 )
    Other financing activities   (364 )     (327 )
    Net cash used in financing activities   (649 )     (89,187 )
    Effect of exchange rate changes on cash, cash equivalents and restricted cash   1,178       (1,579 )
    Net decrease in cash, cash equivalents and restricted cash   (36,669 )     (119,498 )
    Cash, cash equivalents and restricted cash at the beginning of the year   172,883       333,111  
    Cash, cash equivalents and restricted cash at the end of the period $ 136,214     $ 213,613  
                   
    3D SYSTEMS CORPORATION
    Segment Information
    (Unaudited)
     
      Three Months Ended
    (in millions) March 31, 2025   March 31, 2024
    Revenue:      
    Healthcare Solutions $ 41.3     $ 45.4  
    Industrial Solutions $ 53.2     $ 57.5  
    Total $ 94.5     $ 102.9  
                   
    3D SYSTEMS CORPORATION
    Reconciliations of GAAP to Non-GAAP Measures
     

    Presentation of Information in this Press Release

    3D Systems reports its financial results in accordance with GAAP. Management also reviews and reports certain non-GAAP measures, including: non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP diluted income (loss) per share, non-GAAP Operating expense and Adjusted EBITDA. These non-GAAP measures exclude certain items that management does not view as part of 3D Systems’ core results as they may be highly variable, may be unusual or infrequent, are difficult to predict and can distort underlying business trends and results. Management believes that the non-GAAP measures provide useful additional insight into underlying business trends and results and provide meaningful information regarding the comparison of period-over-period results. Additionally, management uses the non-GAAP measures for planning, forecasting and evaluating business and financial performance, including allocating resources and evaluating results relative to employee compensation targets. 3D Systems’ non-GAAP measures are not calculated in accordance with or as required by GAAP and may not be calculated in the same manner as similarly titled measures used by other companies. These non-GAAP measures should thus be considered as supplemental in nature and not considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP.

    To calculate the non-GAAP measures, 3D Systems excludes the impact of the following items:

    • amortization of intangible assets, a non-cash expense, as 3D Systems’ intangible assets were primarily acquired in connection with business combinations;
    • costs incurred in connection with acquisitions and divestitures, such as legal, consulting and advisory fees;
    • stock-based compensation expenses, a non-cash expense;
    • charges related to restructuring and cost optimization plans, impairment charges, including goodwill, and divestiture gains or losses;
    • certain compensation expense related to the 2021 Volumetric acquisition; and
    • costs, including legal fees, related to significant or unusual litigation matters.

    Amortization of intangibles and acquisition and divestiture-related costs are excluded from non-GAAP measures as the timing and magnitude of business combination transactions are not predictable, can vary significantly from period to period and the purchase price allocated to amortizable intangible assets and the related amortization period are unique to each acquisition. Amortization of intangible assets will recur in future periods until such intangible assets have been fully amortized. While intangible assets contribute to the company’s revenue generation, the amortization of intangible assets does not directly relate to the sale of the company’s products or services. Additionally, intangible assets amortization expense typically fluctuates based on the size and timing of the company’s acquisition activity. Accordingly, the company believes excluding the amortization of intangible assets enhances the company’s and investors’ ability to compare the company’s past financial performance with its current performance and to analyze underlying business performance and trends. Although stock-based compensation is a key incentive offered to certain of our employees, the expense is non-cash in nature, and we continue to evaluate our business performance excluding stock-based compensation; therefore, it is excluded from non-GAAP measures. Stock-based compensation expenses will recur in future periods. Charges related to restructuring and cost optimization plans, impairment charges, including goodwill, divestiture gains or losses, and the costs, including legal fees, related to significant or unusual litigation matters are excluded from non-GAAP measures as the frequency and magnitude of these activities may vary widely from period to period. Additionally, impairment charges, including goodwill, are non-cash. Furthermore, the company believes the costs, including legal fees, related to significant or unusual litigation matters are not indicative of our core business’ operations. Finally, 3D Systems excludes contingent consideration recorded as compensation expense related to the 2021 Volumetric acquisition from non-GAAP measures as management evaluates financial performance excluding this expense, which is viewed by management as similar to acquisition consideration.

    The matters discussed above are tax effected, as applicable, in calculating non-GAAP diluted income (loss) per share.

    Adjusted EBITDA, defined as net income, plus income tax (provision) benefit, interest and other income (expense), net, stock-based compensation expense, amortization of intangible assets, depreciation expense, and other non-GAAP adjustments, all as described above, is used by management to evaluate performance and helps measure financial performance period-over-period.

    A reconciliation of GAAP to non-GAAP financial measures is provided in the accompanying schedules.

    Certain columns may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in thousands.

    3D Systems does not provide forward-looking guidance for certain measures on a GAAP basis. The company is unable to provide a quantitative reconciliation of forward-looking non-GAAP gross profit margin, Adjusted EBITDA, and non-GAAP operating expense to the most directly comparable forward-looking GAAP measures without unreasonable effort because certain items, including litigation costs, acquisition expenses, stock-based compensation expense, intangible assets amortization expense, restructuring expenses, and goodwill impairment charges are difficult to predict and estimate. These items are inherently uncertain and depend on various factors, many of which are beyond the company’s control, and as such, any associated estimate and its impact on GAAP performance could vary materially.

    Non-GAAP Gross Profit and Gross Profit Margin (unaudited)

      Three Months Ended
    (in millions) March 31, 2025   March 31, 2024
      Gross Profit   Gross Profit Margin (1)   Gross Profit   Gross Profit Margin (1)
    Gross profit (GAAP) $ 32.7       34.6 %   $ 40.9       39.8 %
    Amortization expense   0.2       0.2 %     0.3       0.3 %
    Restructuring expense   0.2       0.2 %           %
    Gross profit (Non-GAAP) $ 33.1       35.0 %   $ 41.2       40.1 %
                                   

    (1) Calculated as non-GAAP gross profit as a percentage of total revenue.

    Non-GAAP Operating Expense (unaudited)

      Three Months Ended
    (in millions) March 31, 2025   March 31, 2024
    Operating expense (GAAP) $ 69.5     $ 80.8  
    Amortization expense   (0.8 )     (2.0 )
    Stock-based compensation expense   (4.2 )     (8.2 )
    Acquisition and divestiture-related expense   (0.9 )     (0.1 )
    Legal and other expense   (1.1 )     (4.2 )
    Restructuring expense   (0.8 )      
    Non-GAAP operating expense $ 61.6     $ 66.3  
                   

    Net Loss Attributable to 3D Systems Corporation to Adjusted EBITDA (unaudited)

      Three Months Ended
    (in millions) March 31, 2025   March 31, 2024
    Net loss attributable to 3D Systems Corporation (GAAP) $ (37.0 )   $ (16.0 )
    Interest income, net   (0.4 )     (2.1 )
    Provision for income taxes   0.7       1.4  
    Depreciation expense   4.7       5.0  
    Amortization expense   1.0       2.3  
    EBITDA (Non-GAAP)   (31.0 )     (9.4 )
    Stock-based compensation expense   4.2       8.2  
    Acquisition and divestiture-related expense   0.9       0.1  
    Legal and other expense   1.1       4.2  
    Restructuring expense   1.0        
    Net loss attributable to redeemable non-controlling interest         (0.1 )
    Loss on equity method investment, net of tax   0.9       0.2  
    Gain on repurchase of debt         (21.5 )
    Other non-operating income   (1.0 )     (1.8 )
    Adjusted EBITDA (Non-GAAP) $ (23.9 )   $ (20.1 )
                   

    Diluted Loss per Share (unaudited)

      Three Months Ended
    (in dollars) March 31, 2025   March 31, 2024
    Diluted loss per share (GAAP) $ (0.28 )   $ (0.12 )
    Amortization expense   0.01       0.02  
    Stock-based compensation expense   0.03       0.06  
    Acquisition and divestiture-related expense   0.01        
    Legal and other expense   0.01       0.03  
    Restructuring expense   0.01        
    Gain on repurchase of debt         (0.16 )
    Loss on equity method investment and other   0.01        
    Non-GAAP diluted loss per share $ (0.21 )   $ (0.17 )
                   

    The MIL Network

  • MIL-OSI: Constellation Software Inc. Announces Results for the First Quarter Ended March 31, 2025 and Declares Quarterly Dividend

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, May 12, 2025 (GLOBE NEWSWIRE) — Constellation Software Inc. (TSX:CSU) (“Constellation” or the “Company”) today announced its financial results for the first quarter ended March 31, 2025 and declared a $1.00 per share dividend payable on July 11, 2025 to all common shareholders of record at close of business on June 20, 2025. This dividend has been designated as an eligible dividend for the purposes of the Income Tax Act (Canada). Please note that all dollar amounts referred to in this press release are in U.S. Dollars unless otherwise stated.

    The following press release should be read in conjunction with the Company’s Unaudited Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2025 and the accompanying notes, our Management Discussion and Analysis for the three months ended March 31, 2025 and with our annual Consolidated Financial Statements, prepared in accordance with International Financial Reporting Standards (“IFRS”) and our annual Management’s Discussion and Analysis for the year ended December 31, 2024, which can be found on SEDAR+ at www.sedarplus.com and on the Company’s website www.csisoftware.com. Additional information about the Company is also available on SEDAR+ at www.sedarplus.com

    Q1 2025 Headlines:

    • Revenue increased 13% (0.3% organic growth, 2% after adjusting for changes in foreign exchange rates) to $2,654 million compared to $2,353 million in Q1 2024.
    • Net income attributable to common shareholders was $115 million for Q1 2025 ($5.44 on a diluted per share basis), compared to net income attributable to common shareholders of $105 million ($4.95 on a diluted per share basis) in Q1 2024.
    • A number of acquisitions were completed for aggregate cash consideration of $94 million (which includes acquired cash).   Deferred payments associated with these acquisitions have an estimated value of $39 million resulting in total consideration of $133 million.
    • On January 31, 2025, the Company purchased 8,300,029 shares in Asseco Poland S.A. (“Asseco”) representing approximately 9.99% of the issued shares in Asseco. The shares were acquired at a price of 85 PLN per share for total consideration of $174 million.   During the three months ended March 31, 2025, the Company recorded a gain of $157 million within other comprehensive income reduced by transaction costs of $2 million.
    • Cash flows from operations (“CFO”) were $827 million, an increase of 12%, or $90 million, compared to $737 million for the comparable period in 2024.
    • Free cash flow available to shareholders1 (“FCFA2S”) were $510 million, an increase of 14%, or $64 million, compared to $446 million for the comparable period in 2024.

    Total revenue for the quarter ended March 31, 2025 was $2,654 million, an increase of 13%, or $300 million, compared to $2,353 million for the comparable period in 2024. The increase is primarily attributable to growth from acquisitions as the Company experienced organic growth of 0.3% in the quarter, 2% after adjusting for the impact of changes in the valuation of the US dollar against most major currencies in which the Company transacts business. For acquired companies, organic growth is calculated as the difference between actual revenues achieved by each company in the financial period following acquisition compared to the estimated revenues they achieved in the corresponding financial period preceding the date of acquisition by Constellation. Organic growth is not a standardized financial measure and might not be comparable to measures disclosed by other issuers.

    The net income attributable to common shareholders of CSI for the quarter ended March 31, 2025 was $115 million compared to $105 million for the same period in 2024. On a per share basis this translated into net income per basic and diluted share of $5.44 in the quarter ended March 31, 2025 compared to $4.95 for the same period in 2024.   There was no change in the number of shares outstanding.

    For the quarter ended March 31, 2025, CFO increased $90 million to $827 million compared to $737 million for the same period in 2024 representing an increase of 12%.

    For the quarter ended March 31, 2025, FCFA2S increased $64 million to $510 million compared to $446 million for the same period in 2024 representing an increase of 14%.

    1. See Non-IFRS measures.

    Forward Looking Statements

    Certain statements herein may be “forward looking” statements that involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Constellation or the industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward looking statements. These forward looking statements reflect current assumptions and expectations regarding future events and operating performance and are made as of the date hereof and Constellation assumes no obligation, except as required by law, to update any forward looking statements to reflect new events or circumstances.

    Non-IFRS Measures

    Free cash flow available to shareholders ‘‘FCFA2S’’ refers to net cash flows from operating activities less interest paid on lease obligations, interest paid on debt, debt transaction costs, payments of lease obligations, the IRGA / TSS membership liability revaluation charge, and property and equipment purchased, and includes interest and dividends received, and the proceeds from sale of interest rate caps. The portion of this amount applicable to non-controlling interests is then deducted. We believe that FCFA2S is useful supplemental information as it provides an indication of the uncommitted cash flow that is available to shareholders if we do not make any acquisitions, or investments, and do not repay any debts. While we could use the FCFA2S to pay dividends or repurchase shares, our objective is to invest all of our FCFA2S in acquisitions which meet our hurdle rate.

    FCFA2S is not a recognized measure under IFRS and, accordingly, readers are cautioned that FCFA2S should not be construed as an alternative to net cash flows from operating activities.

    The following table reconciles FCFA2S to net cash flows from operating activities:

        Three months ended March 31,    
        2025   2024    
      ($ in millions)  
               
    Net cash flows from operating activities   827     737      
    Adjusted for:          
    Interest paid on lease obligations   (4 )   (3 )    
    Interest paid on debt   (62 )   (41 )    
    Proceeds from sale of interest rate cap            
    Debt transaction costs   (0 )   (11 )    
    Payments of lease obligations   (31 )   (29 )    
    IRGA / TSS membership liability revaluation charge   (94 )   (81 )    
    Property and equipment purchased   (15 )   (10 )    
    Interest and dividends received   11     6      
               
        631     568      
    Less amount attributable to          
    Non-controlling interests   (121 )   (122 )    
               
    Free cash flow available to shareholders   510     446      
               
    Due to rounding, certain totals may not foot.          
               

    About Constellation Software Inc.

    Constellation’s common shares are listed on the Toronto Stock Exchange under the symbol “CSU”. Constellation acquires, manages and builds vertical market software businesses.

    For further information:

    Jamal Baksh
    Chief Financial Officer
    (416) 861-9677
    info@csisoftware.com
    www.csisoftware.com

    SOURCE: CONSTELLATION SOFTWARE INC.

     
    CONSTELLATION SOFTWARE INC.
    Condensed Consolidated Interim Statements of Financial Position
    (In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)
             
    Unaudited      
        March 31, 2025     December 31, 2024     March 31, 2024  
             
    Assets      
             
    Current assets:      
      Cash $ 2,477     $ 1,980     $ 2,078  
      Accounts receivable   1,363       1,291       1,205  
      Unbilled revenue   406       369       361  
      Inventories   58       56       56  
      Other assets   637       596       575  
          4,942       4,293       4,276  
             
    Non-current assets:      
      Property and equipment   222       223       142  
      Right of use assets   346       328       322  
      Deferred income taxes   237       219       157  
      Equity securities   353       13       14  
      Other assets   318       316       291  
      Intangible assets   7,477       7,465       6,746  
          8,954       8,565       7,671  
             
    Total assets $ 13,896     $ 12,857     $ 11,946  
             
    Liabilities and Shareholders’ Equity      
             
    Current liabilities:      
      Debt with recourse to Constellation Software Inc. $ 419     $ 303     $ 276  
      Debt without recourse to Constellation Software Inc.   365       319       348  
      Accounts payable and accrued liabilities   1,449       1,590       1,304  
      Dividends payable   21       21       21  
      Deferred revenue   2,511       1,967       2,272  
      Provisions   23       22       8  
      Acquisition holdback payables   216       219       172  
      Lease obligations   119       115       115  
      Income taxes payable   130       111       135  
          5,254       4,667       4,653  
             
    Non-current liabilities:      
      Debt with recourse to Constellation Software Inc.   1,865       1,855       1,832  
      Debt without recourse to Constellation Software Inc.   1,687       1,689       1,470  
      Deferred income taxes   692       673       634  
      Acquisition holdback payables   145       133       105  
      Lease obligations   266       252       244  
      Other liabilities   346       300       257  
          5,001       4,903       4,542  
             
    Total liabilities   10,255       9,569       9,195  
             
             
    Shareholders’ equity:      
      Capital stock   99       99       99  
      Accumulated other comprehensive income (loss)   (63 )     (224 )     (145 )
      Retained earnings   3,010       2,919       2,358  
      Non-controlling interests   595       493       439  
          3,641       3,288       2,752  
             
             
             
    Total liabilities and shareholders’ equity $ 13,896     $ 12,857     $ 11,946  
             
     
    CONSTELLATION SOFTWARE INC.
    Condensed Consolidated Interim Statements of Income (loss)
    (In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)
             
           
    Unaudited      
        Three months ended March 31,
          2025       2024  
             
             
    Revenue      
    License $ 96     $ 88  
    Professional services   487       470  
    Hardware and other   74       59  
    Maintenance and other recurring   1,996       1,737  
          2,654       2,353  
             
    Expenses      
    Staff   1,412       1,293  
    Hardware   40       35  
    Third party license, maintenance and professional services   254       215  
    Occupancy   17       14  
    Travel, telecommunications, supplies, software and equipment   131       112  
    Professional fees   47       38  
    Other, net   53       50  
    Depreciation   46       44  
    Amortization of intangible assets   272       242  
          2,272       2,042  
             
             
    Foreign exchange loss (gain)   32       (18 )
    IRGA/TSS Membership liability revaluation charge   94       81  
    Finance and other expense (income)   (45 )     (9 )
    Bargain purchase gain         (2 )
    Impairment of intangible and other non-financial assets   3       10  
    Redeemable preferred securities expense (income)         58  
    Finance costs   71       67  
          154       186  
             
    Income (loss) before income taxes   227       125  
             
    Current income tax expense (recovery)   136       127  
    Deferred income tax expense (recovery)   (49 )     (75 )
    Income tax expense (recovery)   87       52  
             
    Net income (loss)   140       74  
             
    Net income (loss) attributable to:      
    Common shareholders of Constellation Software Inc.   115       105  
    Non-controlling interests   24       (31 )
    Net income (loss)   140       74  
             
    Earnings per common share of Constellation Software Inc.      
      Basic and diluted $ 5.44     $ 4.95  
             
             
     
    CONSTELLATION SOFTWARE INC.
    Condensed Consolidated Interim Statements of Income (loss)
    (In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)
             
             
    Unaudited        
      Three months ended March 31,
      2025   2024
             
    Net income (loss) $ 140     $ 74  
             
    Items that are or may be reclassified subsequently to net income (loss):        
             
    Foreign currency translation differences from foreign operations and other, net of tax   79       (48 )
             
    Items that will not be reclassified to net income (loss):        
             
    Changes in the fair value of equity investments at FVOCI   155        
             
    Other comprehensive income (loss), net of income tax   234       (48 )
             
    Total comprehensive income (loss) $ 374     $ 25  
             
    Total other comprehensive income (loss) attributable to:        
    Common shareholders of Constellation Software Inc.   161       (40 )
    Non-controlling interests   74       (8 )
    Total other comprehensive income (loss) $ 234     $ (48 )
             
    Total comprehensive income (loss) attributable to:        
    Common shareholders of Constellation Software Inc.   276       65  
    Non-controlling interests   98       (40 )
    Total comprehensive income (loss) $ 374     $ 25  
                   
     
    CONSTELLATION SOFTWARE INC.
    Condensed Consolidated Interim Statement of Changes in Equity
    (In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)
                   
    Unaudited            
    Three months ended March 31, 2025            
        Equity Attributable to Common Shareholders of CSI
         
        Capital
    stock

        Accumulated other comprehensive income (loss)
      Retained
    earnings

        Total
        Non-controlling
    interests

        Total
    equity

     
                   
    Balance at January 1, 2025 $ 99     $ (224 )   $ 2,919     $ 2,795     $ 493     $ 3,288  
                   
    Total comprehensive income (loss):            
                   
    Net income (loss)               115       115       24       140  
                   
    Other comprehensive income (loss)            
                   
    Foreign currency translation differences from            
      foreign operations and other, net of tax and            
      changes in the fair value of equity investments at FVOCI         161             161       74       234  
                   
                 
    Total other comprehensive income (loss)         161             161       74       234  
                   
    Total comprehensive income (loss)         161       115       276       98       374  
                   
    Transactions with owners, recorded directly in equity            
                   
    Other movements in non-controlling interests               (4 )     (4 )     4       (0 )
                   
    Dividends paid to non-controlling interests                           (0 )     (0 )
                   
    Dividends to shareholders of the Company               (21 )     (21 )           (21 )
                   
    Balance at March 31, 2025 $ 99     $ (63 )   $ 3,010     $ 3,046     $ 595     $ 3,641  
                   
     
    CONSTELLATION SOFTWARE INC.
    Condensed Consolidated Interim Statement of Changes in Equity
    (In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)
                   
    Unaudited            
    Three months ended March 31, 2024            
                   
        Equity Attributable to Common Shareholders of CSI
         
        Capital
    stock

        Accumulated other comprehensive income (loss)
      Retained
    earnings

        Total
        Non-controlling interests
        Total
    equity

     
                   
    Balance at January 1, 2024 $ 99     $ (99 )   $ 1,876     $ 1,877     $ 85     $ 1,961  
                   
    Total comprehensive income (loss):            
                   
    Net income (loss)               105       105       (31 )     74  
                   
    Other comprehensive income (loss)            
                   
    Foreign currency translation differences from            
      foreign operations and other, net of tax         (40 )           (40 )     (8 )     (48 )
                   
    Total other comprehensive income (loss)         (40 )           (40 )     (8 )     (48 )
                   
    Total comprehensive income (loss)         (40 )     105       65       (40 )     25  
                   
    Transactions with owners, recorded directly in equity            
                   
    Non-controlling interests arising from business combinations                           (0 )     (0 )
                   
    Conversion of Lumine Special Shares to subordinate voting shares of Lumine and settlement of accrued dividend on Lumine Special Shares through the issuance of subordinate voting shares of Lumine                           872       872  
                   
    Conversion of Lumine Preferred Shares to subordinate voting shares of Lumine and settlement of accrued dividend on Lumine Preferred Shares through the issuance of subordinate voting shares of Lumine         (6 )     400       394       (394 )      
                   
    Other movements in non-controlling interests               (1 )     (1 )     1       0  
                   
    Dividends paid to non-controlling interests                           (85 )     (85 )
                   
    Dividends to shareholders of the Company           (21 )     (21 )           (21 )
                   
    Balance at March 31, 2024 $ 99     $ (145 )   $ 2,358     $ 2,313     $ 439     $ 2,752  
                   
     
    CONSTELLATION SOFTWARE INC.
    Condensed Consolidated Interim Statements of Cash Flows
    (In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)
               
               
    Unaudited      
          Three months ended March 31,
            2025       2024  
               
    Cash flows from (used in) operating activities:      
      Net income (loss) $ 140     $ 74  
      Adjustments for:      
        Depreciation   46       44  
        Amortization of intangible assets   272       242  
        IRGA/TSS Membership liability revaluation charge   94       81  
        Finance and other expense (income)   (45 )     (9 )
        Bargain purchase (gain)         (2 )
        Impairment of intangible and other non-financial assets   3       10  
        Redeemable preferred securities expense (income)         58  
        Finance costs   71       67  
        Income tax expense (recovery)   87       52  
        Foreign exchange loss (gain)   32       (18 )
        Depreciation of third party costs   5        
      Change in non-cash operating assets and liabilities      
        exclusive of effects of business combinations   231       208  
      Transaction costs associated with equity securities classified as FVOCI   (2 )      
      Income taxes paid   (107 )     (68 )
      Net cash flows from (used in) operating activities   827       737  
               
    Cash flows from (used in) financing activities:      
      Interest paid on lease obligations   (4 )     (3 )
      Interest paid on debt   (62 )     (41 )
      Increase (decrease) in CSI facility         (578 )
      Increase (decrease) in Topicus revolving credit debt facility without recourse to CSI   31       114  
      Proceeds from issuance of Senior Notes         1,000  
      Proceeds from issuance of debt facilities without recourse to CSI   27       112  
      Repayments of debt facilities without recourse to CSI   (30 )     (18 )
      Other financing activities   (1 )     (2 )
      Dividends paid to non-controlling interests   (0 )     (85 )
      Debt transaction costs   (0 )     (11 )
      Payments of lease obligations, net of sublease receipts   (31 )     (29 )
      Distribution to the Joday Group         (64 )
      Principal repayments to the Joday Group pursuant to the Call Notice         (22 )
      Dividends paid to common shareholders of the Company   (21 )     (21 )
      Net cash flows from (used in) in financing activities   (91 )     351  
               
    Cash flows from (used in) investing activities:      
      Acquisition of businesses   (94 )     (223 )
      Cash obtained with acquired businesses   11       35  
      Post-acquisition settlement payments, net of receipts   (16 )     (76 )
      Purchases of investments and other assets   (175 )     (0 )
      Proceeds from sales of other investments and other assets         4  
      Decrease (increase) in restricted cash   7       (11 )
      Interest, dividends and other proceeds received   11       5  
      Property and equipment purchased   (15 )     (10 )
      Net cash flows from (used in) investing activities   (271 )     (277 )
               
    Effect of foreign currency on      
      cash   33       (17 )
               
    Increase (decrease) in cash   497       794  
               
    Cash, beginning of period $ 1,980     $ 1,284  
               
    Cash, end of period $ 2,477     $ 2,078  
               

    The MIL Network

  • MIL-OSI: iAnthus Reports First Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK and TORONTO, May 12, 2025 (GLOBE NEWSWIRE) — iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the first quarter ended March 31, 2025. The Company’s Quarterly Report on Form 10-Q (the “Quarterly Report”), which includes its unaudited interim condensed consolidated financial statements for the first quarter ended March 31, 2025 and the related management’s discussion and analysis of financial condition and results of operations, can be accessed on the Securities and Exchange Commission’s (“SEC’s”) website at www.sec.gov, on the System for Electronic Document Analysis and Retrieval’s (SEDAR+) website at www.sedarplus.com, and on the Company’s website at www.iAnthus.com. The Company’s financial statements are reported in accordance with U.S. generally accepted accounting principles (“GAAP”). All currency is expressed in U.S. dollars.

    First Quarter 2025 Financial Highlights

    • Revenue of $38.1 million, a decrease of $4.6 million from Q4 2024 and a decrease of $3.4 million from the same quarter in the prior year.
    • Gross profit of $18.9 million, a decrease of $0.3 million from Q4 2024 and an increase $1.7 million from the same quarter in the prior year.
    • Gross margin of 50%, reflecting an increase of 472 bps when compared to Q4 2024 and an increase of 814 bps from the same quarter in the prior year.
    • Net income of $5.1 million, or a net income of less than $0.00 per share, compared to a net income of $27.8 million, or a net income of less than $0.00 per share in Q4 2024, and compared to a net loss of $14.0 million, or a net loss of $0.00 per share, in the same quarter in the prior year.
    • Adjusted EBITDA(1) of $3.2 million, a decrease from an Adjusted EBITDA of $6.4 million in Q4 2024, and remains consistent from the same quarter in the prior year. EBITDA and Adjusted EBITDA are non-GAAP measures. Reconciliation tables of EBITDA and Adjusted EBITDA as used in this press release to GAAP are included below.
    Table 1: Financial Results
    in thousands of US$, except per share amounts (unaudited)   Q1 2025   Q4 2024   Q1 2024
    Revenue $ 38,121   $ 42,718   $ 41,564  
    Gross profit   18,878     19,139     17,201  
    Gross margin   49.5 %   44.8 %   41.4 %
    Net income (loss)   5,150     27,793     (13,998 )
    Net income (loss) per share   0.00     0.00     (0.00 )
    Table 2: Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA(1)
    in thousands of US$ (unaudited)   Q1 2025   Q4 2024   Q1 2024
    Net income (loss) $ 5,150   $ 27,793   $ (13,998 )
    Depreciation and amortization   4,709     6,045     6,371  
    Interest expense, net   4,212     4,427     4,151  
    Income tax (benefit) expense(2)   4,009     (34,602 )   4,356  
    EBITDA (Non-GAAP)(1) $ 18,080   $ 3,663   $ 880  
    Adjustments:            
    (Recoveries), write-downs and other charges, net   (149 )   (14 )   397  
    Inventory reserves and write-downs   110     247      
    Accretion expense   1,189     1,200     1,072  
    Share-based compensation   521     424     434  
    Losses (gains) from changes in fair value of financial instruments   4     18     (7 )
    Loss on equity method investments   17     50     62  
    Non-recurring charges(3)   374     994     720  
    Loss on debt extinguishment(4)           114  
    (Gains) losses from deconsolidation of subsidiaries(5)   (12,085 )        
    Other income(6)   (4,047 )   (171 )   (427 )
    Change in accounting estimate(7)   (811 )        
    Total Adjustments $ (14,877 ) $ 2,748   $ 2,365  
    Adjusted EBITDA (Non-GAAP)(1) $ 3,203   $ 6,411   $ 3,245  

    (1) See “Non-GAAP Financial Information” below for more information regarding the Company’s use of non-GAAP financial measures.

    (2) Prior period amounts have been conformed to follow an accounting policy change made by the Company to aggregate interest and penalties related to accrued income taxes within “income tax expense” from within “selling, general and administrative expenses” in its unaudited interim condensed consolidated statement of operations.

    (3) Includes one-time, non-recurring costs related to strategic review processes, ongoing legal disputes, severance and other non-recurring costs.

    (4) Q1 2024 reflects a loss of $0.1 million on debt extinguishment related to the second amendment of the $11.0 million senior secured bridge notes issued by iAnthus New Jersey, LLC on February 16, 2024.

    (5) Q1 2025 reflects a gain of $12.1 million from deconsolidation following the sale of Nevada and certain Arizona assets.

    (6) Q1 2025 reflects $3.0 million of Employee Retention Tax Credits received during the quarter and $1.0 million of forgiven deferred professional fees. Q4 2024 reflects approximately $0.2 million of accounts payable write-offs and vendor credits. Q1 2024 reflects $0.4 million of insurance refunds and accounts payable write-offs and vendor credits.

    (7) Effective January 2025, the Company implemented a change in accounting estimate with respect to inventory valuation from weighted average to standard costing.

    Non-GAAP Financial Information

    This press release includes certain non-GAAP financial measures as defined by the SEC and the Canadian Securities Administrators. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the tables above. This information should be considered as supplemental in nature and not as a substitute for, or superior to, any measure of performance prepared in accordance with GAAP.

    In evaluating our business, we consider and use EBITDA and Adjusted EBITDA as supplemental measures of operating performance. We define EBITDA as earnings before interest, taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA before share-based compensation, accretion expense, write-downs and impairments, gains and losses from changes in fair values of financial instruments, income or losses from equity-accounted investments, the effect of changes in accounting policy, non-recurring costs related to the Company’s Recapitalization Transaction, litigation costs related to ongoing legal proceedings, and other income. We present EBITDA because we believe it is frequently used by securities analysts, investors and other interested parties as a measure of financial performance of other similarly situated companies in our industry, and we present Adjusted EBITDA because it removes non-recurring, irregular and one-time items that we believe may distort the comparability of EBITDA from period-to-period and with other industry participants.

    EBITDA and Adjusted EBITDA are not standardized financial measures defined under GAAP, and are not a measure of operating income, operating performance or liquidity presented in accordance with GAAP. EBITDA and Adjusted EBITDA have limitations as an analytical tool, and when assessing the Company’s operating performance, investors should not consider EBITDA or Adjusted EBITDA in isolation, or as a substitute for net income (loss) or other consolidated income statement data prepared in accordance with GAAP. Among other things, EBITDA and Adjusted EBITDA do not reflect the Company’s actual cash expenditures. Other companies may calculate similar measures differently than us, limiting their usefulness as comparative tools. We compensate for these limitations by relying on GAAP results and using EBITDA and Adjusted EBITDA only as supplemental information.

    About iAnthus

    iAnthus owns and operates licensed cannabis cultivation, processing and dispensary facilities throughout the United States. For more information, visit www.iAnthus.com.

    Forward Looking Statements

    Statements in this press release contain forward-looking statements. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in the Company’s reports that it files from time to time with the SEC and the Canadian Securities Regulators, which you should review, including, but not limited to, the Annual Report filed with the SEC. When used in this press release, words such as “will,” “could,” “plan,” “estimate”, “expect”, “intend”, “may”, “potential”, “believe”, “should” and similar expressions identify forward-looking statements.

    Forward-looking statements may include, without limitation, statements relating to the Company’s financial performance, business development and results of operations.

    These forward-looking statements should not be relied upon as predictions of future events, and the Company cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty by the Company or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law.

    Neither the Canadian Securities Exchange nor the U.S. Securities and Exchange Commission has reviewed, approved or disapproved the content of this press release.

    The MIL Network

  • MIL-OSI: Satellogic Secures Multi-Million Dollar Agreement with Asia Pacific Customer

    Source: GlobeNewswire (MIL-OSI)

    DAVIDSON, N.C., May 12, 2025 (GLOBE NEWSWIRE) — Satellogic Inc. (NASDAQ: SATL), a leader in high-resolution Earth observation data, announced today it has entered into a multi-million dollar agreement with an Asia Pacific customer.

    The agreement provides the customer with rapid, flexible tasking of Satellogic’s NewSat constellation, enabling prompt delivery of imagery to support a range of applications. This agreement underscores the value and reliability of Satellogic’s satellite imagery for critical applications.

    The agreement enables the customer to leverage Satellogic’s Aleph platform, a cutting-edge self-service interface that empowers customers to schedule and manage their own imagery collections. This direct access and control over a world-class high-resolution constellation allows users to realize the benefits of constellation ownership without the associated high costs.

    “With Satellogic’s Aleph platform, organizations are gaining unprecedented control over their geospatial needs,” said Mark Carmichael, VP of Imagery and Data at Satellogic. “Our self-service platform for high-resolution, on-demand imagery empowers users to drive a more proactive, responsive, and resilient posture.”

    Satellogic remains committed to delivering cutting-edge satellite solutions for customers and is proud to introduce Aleph to accelerate data delivery and meet the growing global demands.

    For more information, please visit: www.satellogic.com

    About Satellogic

    Founded in 2010 by Emiliano Kargieman and Gerardo Richarte, Satellogic (NASDAQ: SATL) is the first vertically integrated geospatial company, driving real outcomes with planetary-scale insights. Satellogic is creating and continuously enhancing the first scalable, fully automated EO platform with the ability to remap the entire planet at both high-frequency and high-resolution, providing accessible and affordable solutions for customers.

    Satellogic’s mission is to democratize access to geospatial data through its information platform of high-resolution images to help solve the world’s most pressing problems including climate change, energy supply, and food security. Using its patented Earth imaging technology, Satellogic unlocks the power of EO to deliver high-quality, planetary insights at the lowest cost in the industry.

    With more than a decade of experience in space, Satellogic has proven technology and a strong track record of delivering satellites to orbit and high-resolution data to customers at the right price point.

    To learn more, please visit: http://www.satellogic.com

    Forward-Looking Statements

    This press release contains “forward-looking statements” within the meaning of the U.S. federal securities laws. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on Satellogic’s current expectations and beliefs concerning future developments and their potential effects on Satellogic. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. These statements are based on various assumptions, whether or not identified in this press release. These forward-looking statements are provided for illustrative purposes only and are not intended to serve, and must not be relied on by an 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 the control of Satellogic. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) our ability to generate revenue as expected, (ii) our ability to effectively market and sell our EO services and to convert contracted revenues and our pipeline of potential contracts into actual revenues, (iii) risks related to the secured convertible notes, (iv) the potential loss of one or more of our largest customers, (v) the considerable time and expense related to our sales efforts and the length and unpredictability of our sales cycle, (vi) risks and uncertainties associated with contracts, (vii) risk related to our pricing structure, (viii) our ability to scale production of our satellites as planned, (ix) unforeseen risks, challenges and uncertainties related to our expansion into new business lines, (x) our dependence on third parties to transport and launch our satellites into space, (xi) our reliance on third-party vendors and manufacturers to build and provide certain satellite components, products, or services, (xii) our dependence on ground station and cloud-based computing infrastructure operated by third parties for value-added services, and any errors, disruption, performance problems, or failure in their or our operational infrastructure, (xiii) risk related to certain minimum service requirements in our customer contracts, (xiv) market acceptance of our EO services and our dependence upon our ability to keep pace with the latest technological advances, (xv) competition for EO services, (xvi) challenges with international operations or unexpected changes to the regulatory environment in certain markets, (xvii) unknown defects or errors in our products, (xviii) risk related to the capital-intensive nature of our business and our ability to raise adequate capital to finance our business strategies, (xix) substantial doubt about our ability to continue as a going concern, (xx) uncertainties beyond our control related to the production, launch, commissioning, and/or operation of our satellites and related ground systems, software and analytic technologies, (xxi) the failure of the market for EO services to achieve the growth potential we expect, (xxii) risks related to our satellites and related equipment becoming impaired, (xxiii) risks related to the failure of our satellites to operate as intended, (xxiv) production and launch delays, launch failures, and damage or destruction to our satellites during launch and (xxv) the impact of natural disasters, unusual or prolonged unfavorable weather conditions, epidemic outbreaks, terrorist acts and geopolitical events (including the ongoing conflicts between Russia and Ukraine, in the Gaza Strip and the Red Sea region) on our business and satellite launch schedules. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Satellogic’s Annual Report on Form 10-K and other documents filed or to be filed by Satellogic from time to time with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Satellogic assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Satellogic can give no assurance that it will achieve its expectations.

    Media Contacts

    Satellogic, Inc.
    Ryan Driver, VP of Strategy & Corporate Development
    pr@satellogic.com

    The MIL Network

  • MIL-OSI: Vital Energy Reports First-Quarter 2025 Financial and Operating Results

    Source: GlobeNewswire (MIL-OSI)

    TULSA, OK, May 12, 2025 (GLOBE NEWSWIRE) — Vital Energy, Inc. (NYSE: VTLE) (“Vital Energy” or the “Company”) today reported first-quarter 2025 financial and operating results. Supplemental slides have been posted to the Company’s website and can be found at www.vitalenergy.com. A conference call to discuss results is planned for 7:30 a.m. CT, Tuesday, May 13, 2025. A webcast will be available through the Company’s website.

    First-Quarter 2025 Highlights

    • Reduced total and Net Debt1 by $145.0 million and $133.5 million, respectively, through free cash flow, net changes in working capital, and the sale of non-core assets
    • Reported a net loss of $18.8 million, Adjusted Net Income1 of $89.5 million and cash flow from operating activities of $351.0 million
    • Generated Consolidated EBITDAX1 of $359.7 million and Adjusted Free Cash Flow1 of $64.5 million
    • Reported in-line capital investments of $252.7 million, excluding non-budgeted acquisitions and leasehold expenditures
    • Reported lease operating expense (“LOE”) of $103.5 million or $8.20 per BOE, beating guidance
    • Produced 140.2 thousand barrels of oil equivalent per day (“MBOE/d”) and oil of 64.9 thousand barrels of oil per day (“MBO/d”), within guidance

    “Our first quarter performance highlights the quality of our inventory and the ongoing success of our optimization efforts,” said Jason Pigott, President and Chief Executive Officer. “Our team is focused on generating sustainable efficiency gains and lower costs across our business and delivering on our targets for Adjusted Free Cash Flow and debt reduction.”

    “Our hedge position for the remainder of the year has reduced our near-term price risks and today we have about 90% of our expected oil production swapped at around $71 per barrel WTI,” continued Pigott. “The quality of our assets and structure of our services contracts provide tremendous flexibility in how we choose to allocate future capital. We are closely monitoring commodity prices and services costs and have multiple options to quickly adjust our plans.”

    First-Quarter 2025 Financial and Operations Summary

    Financial Results. The Company had a net loss of $18.8 million, or $(0.50) per diluted share. Results were impacted by a non-cash pre-tax impairment loss on oil and gas properties of $158.2 million. Adjusted Net Income1 was $89.5 million, or $2.37 per adjusted diluted share. Cash flows from operating activities were $351.0 million and Consolidated EBITDAX1 was $359.7 million.

    _____________________
    1Non-GAAP financial measure; please see supplemental reconciliations of GAAP to non-GAAP financial measures at the end of this release.

    The impairment was the result of the full cost ceiling limitation, driven in part by the decline in the trailing 12-month oil price calculation, and excludes the value of $145.9 million for the Company’s commodity derivative positions and only includes the 185 proved undeveloped locations in the Company’s reserve report out of approximately 925 inventory locations.

    Non-core Divestiture. On March 6, 2025, Vital Energy closed on the sale of non-core assets in Reagan County for $20.5 million, including transaction expenses. The assets comprised approximately 9,100 net acres, production of 1,300 BOE/d (12% oil) and did not include any of the Company’s inventory locations. As a result of the sale, Vital Energy’s asset retirement obligation will be reduced by $8.4 million.

    Production. Vital Energy’s total and oil production averaged 140,159 BOE/d and 64,893 BO/d, respectively, with both exceeding the midpoint of guidance. Results were driven by accelerated TIL’s on wells drilled in the southern Delaware Basin.

    Capital Investments. Total capital investments, excluding non-budgeted acquisitions and leasehold expenditures, were $253 million, within guidance, and include drilling efficiencies that pulled forward capital into the quarter.

    Investments included $218 million in drilling and completions, $21 million in infrastructure investments, $8 million in other capitalized costs and $6 million in land, exploration and data-related costs.

    Operating Expenses. LOE was 12% below guidance midpoint at $103.5 million, or $8.20 per BOE. The beat was related to actual expenses on the Point Energy assets being lower than initial estimates in both the fourth quarter of 2024 and first-quarter 2025 and lower workover activity in the period.

    General and Administrative (“G&A”) Expenses. Total G&A expenses were below guidance at $22.7 million, or $1.80 per BOE.

    Liquidity. At March 31, 2025, the Company had $735 million outstanding on its $1.5 billion senior secured credit facility and cash and cash equivalents of $29 million.

    As of May 8, 2025, through its regular semi-annual redetermination process, the Company’s lenders have set the senior secured credit facility’s borrowing base and elected commitment at $1.4 billion, a $100 million reduction from the prior amount of $1.5 billion.

    2025 Outlook

    Vital Energy remains committed to maximizing cash flow and reducing debt. Cash flows are supported by its significant hedge position, with ~90% of expected oil production for the remainder of the year swapped at an average WTI price of $70.61 per barrel.

    While the Company today reiterated its full-year 2025 outlook, it is closely monitoring commodity prices and service costs and has significant flexibility to adjust its development plans, should market conditions warrant, with no rig or completions contracts extending beyond March 2026.

    For full-year 2025, the Company expects to generate approximately $265 million of Adjusted Free Cash Flow at current oil prices of ~$59 per barrel WTI, inclusive of hedging proceeds, and to reduce Net Debt by approximately $300 million, inclusive of proceeds from the non-core asset sale in March.

    Second-Quarter 2025 Guidance

    The table below reflects the Company’s guidance for production and capital investments.

       
      2Q-25E
    Total production (MBOE/d) 133.0 – 139.0
    Oil production (MBO/d) 61.0 – 65.0
    Capital investments, excluding non-budgeted acquisitions ($ MM) $215 – $245
       
       

    The table below reflects the Company’s guidance for select revenue and expense items.

       
      2Q-25E
    Average sales price realizations (excluding derivatives):  
    Oil (% of WTI) 101%
    NGL (% of WTI) 24%
    Natural gas (% of Henry Hub) 14%
       
    Net settlements received (paid) for matured commodity derivatives ($ MM):  
    Oil $69
    NGL $3
    Natural gas $21
       
    Selected average costs & expenses:  
    Lease operating expenses ($ MM) $112 – $118
    Production and ad valorem taxes (% of oil, NGL and natural gas sales revenues) 6.60%
    Oil transportation and marketing expenses ($ MM) $10.7 – $11.7
    Gas gathering, processing and transportation expenses ($ MM) $6.7 – $7.7
    General and administrative expenses (excluding LTIP and transaction expenses, $ MM) $21.0 – $22.5
    General and administrative expenses (LTIP cash, $ MM) $0.6 – $0.7
    General and administrative expenses (LTIP non-cash, $ MM) $3.0 – $3.5
    Depletion, depreciation and amortization ($ MM) $180 – $190
       

    Conference Call Details

    Vital Energy plans to host a conference call at 7:30 a.m. CT on Tuesday, May 13, 2025, to discuss its first-quarter 2025 financial and operating results. Supplemental slides will be posted to the Company’s website. Interested parties are invited to listen to the call via the Company’s website at www.vitalenergy.com, under the tab for “Investor Relations | News & Presentations | Upcoming Events.”

    About Vital Energy

    Vital Energy, Inc. is an independent energy company with headquarters in Tulsa, Oklahoma. Vital Energy’s business strategy is focused on the acquisition, exploration and development of oil and natural gas properties in the Permian Basin of West Texas.

    Additional information about Vital Energy may be found on its website at www.vitalenergy.com.

    Forward-Looking Statements
    This press release and any oral statements made regarding the contents of this release, including in the conference call referenced herein, contain forward-looking statements as defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, that address activities that Vital Energy assumes, plans, expects, believes, intends, projects, indicates, enables, transforms, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. Such statements are not guarantees of future performance and involve risks, assumptions and uncertainties.

    General risks relating to Vital Energy include, but are not limited to: the volatility of oil, NGL and natural gas prices, including the Company’s area of operation in the Permian Basin; changes, uncertainty and instability in domestic and global production, supply and demand for oil, NGL and natural gas, and actions by the Organization of the Petroleum Exporting Countries members and other oil exporting nations (“OPEC+”); changes in general economic, business or industry conditions and market volatility, including as a result of slowing growth, inflationary pressures, monetary policy, tariffs, trade barriers, price and exchange controls and other regulatory requirements, including such changes that may be implemented by the United States (“U.S.”) and foreign governments; the Company’s ability to execute its strategies, including its ability to successfully identify and consummate strategic acquisitions at purchase prices that are accretive to its financial results and to successfully integrate acquired businesses, assets and properties; the Company’s ability to optimize spacing, drilling and completions techniques in order to maximize its rate of return, cash flows from operations and stockholder value; the ongoing instability and uncertainty in the U.S. and international energy, financial and consumer markets that could adversely affect the liquidity available to the Company and its customers and the demand for commodities, including oil, NGL and natural gas; competition in the oil and gas industry; the Company’s ability to discover, estimate, develop and replace oil, NGL and natural gas reserves and inventory; insufficient transportation capacity in the Permian Basin and challenges associated with such constraint, and the availability and costs of sufficient gathering, processing, storage and export capacity; a decrease in production levels which may impair the Company’s ability to meet its contractual obligations and ability to retain its leases; risks associated with the uncertainty of potential drilling locations and plans to drill in the future; the inability of significant customers to meet their obligations; revisions to the Company’s reserve estimates as a result of changes in commodity prices, decline curves and other uncertainties; the availability and costs of drilling and production equipment, supplies, labor and oil and natural gas processing and other services; ongoing war and political instability in Ukraine, Israel and the Middle East and the effects of such conflicts on the global hydrocarbon market and supply chains; risks related to the geographic concentration of the Company’s assets; the Company’s ability to hedge commercial risk, including commodity price volatility, and regulations that affect the Company’s ability to hedge such risks; the Company’s ability to continue to maintain the borrowing capacity under its Senior Secured Credit Facility or access other means of obtaining capital and liquidity, especially during periods of sustained low commodity prices; the Company’s ability to comply with restrictions contained in its debt agreements, including its Senior Secured Credit Facility and the indentures governing its senior unsecured notes, as well as debt that could be incurred in the future; the Company’s ability to generate sufficient cash to service its indebtedness, fund its capital requirements and generate future profits; drilling and operating risks, including but not limited to, risks related to hydraulic fracturing, securing sufficient electricity to produce its wells without limitation, natural disasters and other matters beyond the Company’s control; U.S. and international economic conditions and legal, tax, political and administrative developments, including the effects of energy, trade and environmental policies and existing and future laws and government regulations; the Company’s ability to comply with federal, state and local regulatory requirements; the impact of repurchases, if any, of securities from time to time; the Company’s ability to maintain the health and safety of, as well as recruit and retain, qualified personnel, including senior management or other key personnel, necessary to operate its business; evolving cybersecurity risks such as those involving unauthorized access, denial-of-service attacks, third-party service provider failures, malicious software, data privacy breaches by employees, insiders or others with authorized access, cyber or phishing attacks, ransomware, social engineering, physical breaches or other actions; and the Company’s belief that the outcome of any current legal proceedings will not materially affect its financial results and operations, and other factors, including those and other risks described in its Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), subsequent Quarterly Reports on Form 10-Q and those set forth from time to time in other filings with the Securities and Exchange Commission (“SEC”). These documents are available through Vital Energy’s website at www.vitalenergy.com under the tab “Investor Relations” or through the SEC’s Electronic Data Gathering and Analysis Retrieval System at www.sec.gov. Any of these factors could cause Vital Energy’s actual results and plans to differ materially from those in the forward-looking statements. Therefore, Vital Energy can give no assurance that its future results will be as estimated. Any forward-looking statement speaks only as of the date on which such statement is made. Vital Energy does not intend to, and disclaims any obligation to, correct, update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

    This press release and any accompanying disclosures include financial measures that are not in accordance with generally accepted accounting principles (“GAAP”), such as Adjusted Free Cash Flow, Adjusted Net Income, Net Debt and Consolidated EBITDAX. While management believes that such measures are useful for investors, they should not be used as a replacement for financial measures that are in accordance with GAAP. For a reconciliation of such non-GAAP financial measures to the nearest comparable measure in accordance with GAAP, please see the supplemental financial information at the end of this press release.

    Unless otherwise specified, references to “average sales price” refer to average sales price excluding the effects of the Company’s derivative transactions.

    All amounts, dollars and percentages presented in this press release are rounded and therefore approximate.

       
     
       
       
       
     
       
    Vital Energy, Inc.
    Selected operating data
       
     
       
       
      Three months ended March 31,
        2025       2024
      (unaudited)
    Sales volumes:      
    Oil (MBbl)   5,840       5,327
    NGL (MBbl)   3,484       2,934
    Natural gas (MMcf)   19,742       18,534
    Oil equivalent (MBOE)(1)   12,614       11,349
    Average daily oil equivalent sales volumes (BOE/d)(1)   140,159       124,719
    Average daily oil sales volumes (Bbl/d)(1)   64,893       58,534
    Average sales prices(1):      
    Oil ($/Bbl)(2) $ 72.31     $ 78.06
    NGL ($/Bbl)(2) $ 17.72     $ 16.05
    Natural gas ($/Mcf)(2) $ 1.38     $ 0.98
    Average sales price ($/BOE)(2) $ 40.54     $ 42.39
    Oil, with commodity derivatives ($/Bbl)(3) $ 75.78     $ 74.95
    NGL, with commodity derivatives ($/Bbl)(3) $ 17.09     $ 15.92
    Natural gas, with commodity derivatives ($/Mcf)(3) $ 1.52     $ 1.41
    Average sales price, with commodity derivatives ($/BOE)(3) $ 42.18     $ 41.60
    Selected average costs and expenses per BOE sold(1):      
    Lease operating expenses $ 8.20     $ 9.32
    Production and ad valorem taxes   2.63       2.70
    Oil transportation and marketing expenses   0.80       0.87
    Gas gathering, processing and transportation expenses   0.54       0.21
    General and administrative (excluding LTIP and transaction expenses)   1.56       2.11
    Total selected operating expenses $ 13.73     $ 15.21
    General and administrative (LTIP):      
    LTIP cash $ (0.02 )   $ 0.17
    LTIP non-cash $ 0.26     $ 0.28
    General and administrative (transaction expenses) $     $ 0.03
    Depletion, depreciation and amortization $ 15.05     $ 14.64

    ____________________

    (1) The numbers presented are calculated based on actual amounts and may not recalculate using the rounded numbers presented in the table above.
    (2) Price reflects the average of actual sales prices received when control passes to the purchaser/customer adjusted for quality, certain transportation fees, geographical differentials, marketing bonuses or deductions and other factors affecting the price received at the delivery point.
    (3) Price reflects the after-effects of the Company’s commodity derivative transactions on its average sales prices. The Company’s calculation of such after-effects includes settlements of matured commodity derivatives during the respective periods.
       
             
    Vital Energy, Inc.
    Consolidated balance sheets
             
    (in thousands, except share data)   March 31,
    2025
      December 31,
    2024
        (unaudited)
    Assets        
    Current assets:        
    Cash and cash equivalents   $ 28,649     $ 40,179  
    Accounts receivable, net     254,343       299,698  
    Derivatives     100,497       101,474  
    Other current assets     24,757       25,205  
    Total current assets     408,246       466,556  
    Property and equipment:        
    Oil and natural gas properties, full cost method:        
    Evaluated properties     13,842,969       13,587,040  
    Unevaluated properties not being depleted     213,610       242,792  
    Less: accumulated depletion and impairment     (9,308,110 )     (8,966,200 )
    Oil and natural gas properties, net     4,748,469       4,863,632  
    Midstream and other fixed assets, net     127,815       134,265  
    Property and equipment, net     4,876,284       4,997,897  
    Derivatives     53,211       34,564  
    Operating lease right-of-use assets     99,055       104,329  
    Deferred income taxes     241,698       239,685  
    Other noncurrent assets, net     32,999       35,915  
    Total assets   $ 5,711,493     $ 5,878,946  
    Liabilities and stockholders’ equity        
    Current liabilities:        
    Accounts payable and accrued liabilities   $ 163,362     $ 185,115  
    Accrued capital expenditures     115,626       95,593  
    Undistributed revenue and royalties     193,175       187,563  
    Operating lease liabilities     59,853       73,143  
    Other current liabilities     75,636       59,725  
    Total current liabilities     607,652       601,139  
    Long-term debt, net     2,310,268       2,454,242  
    Derivatives           5,814  
    Asset retirement obligations     74,999       82,941  
    Operating lease liabilities     30,760       26,733  
    Other noncurrent liabilities     5,309       7,506  
    Total liabilities     3,028,988       3,178,375  
    Commitments and contingencies        
    Stockholders’ equity:        
    Preferred stock, $0.01 par value, 50,000,000 shares authorized and zero issued as of March 31, 2025 and December 31, 2024            
    Common stock, $0.01 par value, 80,000,000 shares authorized, and 38,701,810 and 38,144,248 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively     387       381  
    Additional paid-in capital     3,824,006       3,823,241  
    Accumulated deficit     (1,141,888 )     (1,123,051 )
    Total stockholders’ equity     2,682,505       2,700,571  
    Total liabilities and stockholders’ equity   $ 5,711,493     $ 5,878,946  
                     
         
    Vital Energy, Inc.
    Consolidated statements of operations
         
        Three months ended March 31,
    (in thousands, except per share data)     2025       2024  
        (unaudited)
    Revenues:        
    Oil sales   $ 422,332     $ 415,784  
    NGL sales     61,739       47,075  
    Natural gas sales     27,338       18,245  
    Other operating revenues     771       1,235  
    Total revenues     512,180       482,339  
    Costs and expenses:        
    Lease operating expenses     103,485       105,728  
    Production and ad valorem taxes     33,225       30,614  
    Oil transportation and marketing expenses     10,120       9,833  
    Gas gathering, processing and transportation expenses     6,756       2,376  
    General and administrative     22,680       29,356  
    Depletion, depreciation and amortization     189,900       166,107  
    Impairment expense     158,241        
    Other operating expenses, net     1,913       1,018  
    Total costs and expenses     526,320       345,032  
    Gain (loss) on disposal of assets, net     110       130  
    Operating income (loss)     (14,030 )     137,437  
    Non-operating income (expense):        
    Gain (loss) on derivatives, net     44,171       (152,147 )
    Interest expense     (50,380 )     (43,421 )
    Gain (loss) on extinguishment of debt, net           (25,814 )
    Other income (expense), net     353       2,065  
    Total non-operating income (expense), net     (5,856 )     (219,317 )
    Income (loss) before income taxes     (19,886 )     (81,880 )
    Income tax benefit (expense)     1,049       15,749  
    Net income (loss)     (18,837 )     (66,131 )
    Preferred stock dividends           (349 )
    Net income (loss) available to common stockholders   $ (18,837 )   $ (66,480 )
    Net income (loss) per common share:        
    Basic   $ (0.50 )   $ (1.87 )
    Diluted   $ (0.50 )   $ (1.87 )
    Weighted-average common shares outstanding:        
    Basic     37,577       35,566  
    Diluted     37,577       35,566  
                     
         
    Vital Energy, Inc.
    Consolidated statements of cash flows
         
        Three months ended March 31,
    (in thousands)     2025       2024  
        (unaudited)
    Cash flows from operating activities:        
    Net income (loss)   $ (18,837 )   $ (66,131 )
    Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:        
    Share-settled equity-based compensation, net     3,604       3,501  
    Depletion, depreciation and amortization     189,900       166,107  
    Impairment expense     158,241        
    Mark-to-market on derivatives:        
    (Gain) loss on derivatives, net     (44,171 )     152,147  
    Settlements received (paid) for matured derivatives, net     20,687       (9,000 )
    (Gain) loss on extinguishment of debt, net           25,814  
    Deferred income tax (benefit) expense     (1,811 )     (16,924 )
    Other, net     9,551       5,402  
    Changes in operating assets and liabilities:        
    Accounts receivable, net     45,355       (51,475 )
    Other current assets     10       (5,646 )
    Other noncurrent assets, net     (3,634 )     (357 )
    Accounts payable and accrued liabilities     (21,754 )     (9,064 )
    Undistributed revenue and royalties     5,612       (12,865 )
    Other current liabilities     16,099       (21,347 )
    Other noncurrent liabilities     (7,867 )     (1,572 )
    Net cash provided by (used in) operating activities     350,985       158,590  
    Cash flows from investing activities:        
    Acquisitions of oil and natural gas properties, net     (1,636 )     (4,380 )
    Capital expenditures:        
    Oil and natural gas properties     (229,612 )     (195,372 )
    Midstream and other fixed assets     (1,825 )     (5,085 )
    Proceeds from dispositions of capital assets, net of selling costs     21,044       125  
    Other investing activities     (93 )     (952 )
    Net cash provided by (used in) investing activities     (212,122 )     (205,664 )
    Cash flows from financing activities:        
    Borrowings on Senior Secured Credit Facility     150,000       130,000  
    Payments on Senior Secured Credit Facility     (295,000 )      
    Issuance of senior unsecured notes           800,000  
    Extinguishment of debt           (453,518 )
    Stock exchanged for tax withholding     (3,923 )     (3,411 )
    Payments for debt issuance costs           (15,721 )
    Other, net     (1,470 )     (1,012 )
    Net cash provided by (used in) financing activities     (150,393 )     456,338  
    Net increase (decrease) in cash and cash equivalents     (11,530 )     409,264  
    Cash and cash equivalents, beginning of period     40,179       14,061  
    Cash and cash equivalents, end of period   $ 28,649     $ 423,325  
                     

    Vital Energy, Inc.
    Supplemental reconciliations of GAAP to non-GAAP financial measures

    Non-GAAP financial measures

    The non-GAAP financial measures of Adjusted Free Cash Flow, Adjusted Net Income, Consolidated EBITDAX, Net Debt and Net Debt to Consolidated EBITDAX, as defined by the Company, may not be comparable to similarly titled measures used by other companies. Furthermore, these non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP measures of liquidity or financial performance, but rather should be considered in conjunction with GAAP measures, such as net income or loss, operating income or loss or cash flows from operating activities.

    Adjusted Free Cash Flow

    Adjusted Free Cash Flow is a non-GAAP financial measure that the Company defines as net cash provided by (used in) operating activities (GAAP) before net changes in operating assets and liabilities and transaction expenses related to non-budgeted acquisitions, less capital investments, excluding non-budgeted acquisition costs. Management believes Adjusted Free Cash Flow is useful to management and investors in evaluating operating trends in its business that are affected by production, commodity prices, operating costs and other related factors. There are significant limitations to the use of Adjusted Free Cash Flow as a measure of performance, including the lack of comparability due to the different methods of calculating Adjusted Free Cash Flow reported by different companies.

    This release also includes certain forward-looking non-GAAP measures. Due to the forward-looking nature of such measures, no reconciliations of these non-GAAP measures to their respective most directly comparable GAAP measure are available without unreasonable efforts. This is due to the inherent difficulty of forecasting the timing or amount of various reconciling items that would impact the most directly comparable forward-looking GAAP financial measure, that have not yet occurred, are out of the Company’s control and/or cannot be reasonably predicted. Accordingly, such reconciliations are excluded from this release. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.

    The following table presents a reconciliation of net cash provided by (used in) operating activities (GAAP) to Adjusted Free Cash Flow (non-GAAP) for the periods presented:

         
        Three months ended March 31,
    (in thousands)     2025     2024  
        (unaudited)
    Net cash provided by (used in) operating activities   $ 350,985   $ 158,590  
    Less:        
    Net changes in operating assets and liabilities     33,821     (102,326 )
    General and administrative (transaction expenses)         (332 )
    Cash flows from operating activities before net changes in operating assets and liabilities and transaction expenses related to non-budgeted acquisitions     317,164     261,248  
    Less capital investments, excluding non-budgeted acquisition costs:        
    Oil and natural gas properties(1)     251,264     213,265  
    Midstream and other fixed assets(1)     1,407     4,635  
    Total capital investments, excluding non-budgeted acquisition costs     252,671     217,900  
    Adjusted Free Cash Flow (non-GAAP)   $ 64,493   $ 43,348  

    ____________________

    (1) Includes capitalized share-settled equity-based compensation and asset retirement costs.
       

    Adjusted Net Income

    Adjusted Net Income is a non-GAAP financial measure that the Company defines as net income or loss (GAAP) plus adjustments for mark-to-market on derivatives, premiums paid or received for commodity derivatives that matured during the period, organizational restructuring expenses, impairment expense, gains or losses on disposal of assets, income taxes, other non-recurring income and expenses and adjusted income tax expense. Management believes Adjusted Net Income helps investors in the oil and natural gas industry to measure and compare the Company’s performance to other oil and natural gas companies by excluding from the calculation items that can vary significantly from company to company depending upon accounting methods, the book value of assets and other non-operational factors.

    The following table presents a reconciliation of net income (loss) (GAAP) to Adjusted Net Income (non-GAAP) for the periods presented:

         
        Three months ended March 31,
    (in thousands, except per share data)     2025       2024  
        (unaudited)
    Net income (loss)   $ (18,837 )   $ (66,131 )
    Plus:        
    Mark-to-market on derivatives:        
    (Gain) loss on derivatives, net     (44,171 )     152,147  
    Settlements received (paid) for matured derivatives, net     20,687       (9,000 )
    Impairment expense     158,241        
    (Gain) loss on disposal of assets, net     (110 )     (130 )
    (Gain) loss on extinguishment of debt, net           25,814  
    Income tax (benefit) expense     (1,049 )     (15,749 )
    General and administrative (transaction expenses)           332  
    Adjusted income before adjusted income tax expense     114,761       87,283  
    Adjusted income tax expense(1)     (25,247 )     (19,202 )
    Adjusted Net Income (non-GAAP)   $ 89,514     $ 68,081  
    Net income (loss) per common share:        
    Basic   $ (0.50 )   $ (1.87 )
    Diluted   $ (0.50 )   $ (1.87 )
    Adjusted Net Income per common share:        
    Basic   $ 2.38     $ 1.91  
    Diluted   $ 2.38     $ 1.91  
    Adjusted diluted   $ 2.37     $ 1.84  
    Weighted-average common shares outstanding:        
    Basic     37,577       35,566  
    Diluted     37,577       35,566  
    Adjusted diluted     37,736       36,922  

    _____________________

    (1) Adjusted income tax expense is calculated by applying a statutory tax rate of 22% for each of the periods ended March 31, 2025 and 2024.
       

    Consolidated EBITDAX

    Consolidated EBITDAX is a non-GAAP financial measure defined in the Company’s Senior Secured Credit Facility as net income or loss (GAAP) plus adjustments for share-settled equity-based compensation, depletion, depreciation and amortization, impairment expense, organizational restructuring expenses, gains or losses on disposal of assets, mark-to-market on derivatives, accretion expense, interest expense, income taxes and other non-recurring income and expenses. Consolidated EBITDAX provides no information regarding a company’s capital structure, borrowings, interest costs, capital expenditures, working capital movement or tax position. Consolidated EBITDAX does not represent funds available for future discretionary use because it excludes funds required for debt service, capital expenditures, working capital, income taxes, franchise taxes and other commitments and obligations. However, management believes Consolidated EBITDAX is useful to an investor because this measure:

    • is used by investors in the oil and natural gas industry to measure a company’s operating performance without regard to items that can vary substantially from company to company depending upon accounting methods, the book value of assets, capital structure and the method by which assets were acquired, among other factors;
    • helps investors to more meaningfully evaluate and compare the results of the Company’s operations from period to period by removing the effect of the Company’s capital structure from the Company’s operating structure; and
    • is used by management for various purposes, including (i) as a measure of operating performance, (ii) as a measure of compliance under the Senior Secured Credit Facility, (iii) in presentations to the board of directors and (iv) as a basis for strategic planning and forecasting.

    There are significant limitations to the use of Consolidated EBITDAX as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect the Company’s net income or loss and the lack of comparability of results of operations to different companies due to the different methods of calculating Consolidated EBITDAX, or similarly titled measures, reported by different companies. The Company is subject to financial covenants under the Senior Secured Credit Facility, one of which establishes a maximum permitted ratio of Net Debt, as defined in the Senior Secured Credit Facility, to Consolidated EBITDAX. See Note 7 in the 2025 Annual Report, to be filed with the SEC, for additional discussion of the financial covenants under the Senior Secured Credit Facility. Additional information on Consolidated EBITDAX can be found in the Company’s Eleventh Amendment to the Senior Secured Credit Facility, as filed with the SEC on September 13, 2023.

    The following table presents a reconciliation of net income (loss) (GAAP) to Consolidated EBITDAX (non-GAAP) for the periods presented:

         
        Three months ended March 31,
    (in thousands)     2025       2024  
        (unaudited)
    Net income (loss)   $ (18,837 )   $ (66,131 )
    Plus:        
    Share-settled equity-based compensation, net     3,604       3,501  
    Depletion, depreciation and amortization     189,900       166,107  
    Impairment expense     158,241        
    (Gain) loss on disposal of assets, net     (110 )     (130 )
    Mark-to-market on derivatives:        
    (Gain) loss on derivatives, net     (44,171 )     152,147  
    Settlements received (paid) for matured derivatives, net     20,687       (9,000 )
    Accretion expense     1,034       1,020  
    Interest expense     50,380       43,421  
    (Gain) loss extinguishment of debt, net           25,814  
    Income tax (benefit) expense     (1,049 )     (15,749 )
    General and administrative (transaction expenses)           332  
    Consolidated EBITDAX (non-GAAP)   $ 359,679     $ 301,332  
                     

    The following table presents a reconciliation of net cash provided by (used in) operating activities (GAAP) to Consolidated EBITDAX (non-GAAP) for the periods presented:

         
        Three months ended March 31,
    (in thousands)     2025       2024  
        (unaudited)
    Net cash provided by (used in) operating activities   $ 350,985     $ 158,590  
    Plus:        
    Interest expense     50,380       43,421  
    Current income tax (benefit) expense     762       1,175  
    Net changes in operating assets and liabilities     (33,821 )     102,326  
    General and administrative (transaction expenses)           332  
    Other, net     (8,627 )     (4,512 )
    Consolidated EBITDAX (non-GAAP)   $ 359,679     $ 301,332  
                     

    Net Debt

    Net Debt is a non-GAAP financial measure defined in the Company’s Senior Secured Credit Facility as the face value of long-term debt plus any outstanding letters of credit, less cash and cash equivalents, where cash and cash equivalents are capped at $100 million when there are borrowings on the Senior Secured Credit Facility. Management believes Net Debt is useful to management and investors in determining the Company’s leverage position since the Company has the ability, and may decide, to use a portion of its cash and cash equivalents to reduce debt.

             
    (in thousands)   March 31,
    2025
      December 31,
    2024
        (unaudited)
    Total senior unsecured notes   $ 1,600,578   $ 1,600,578
    Senior Secured Credit Facility     735,000     880,000
    Total long-term debt   $ 2,335,578   $ 2,480,578
    Less: cash and cash equivalents     28,649     40,179
    Net Debt (non-GAAP)   $ 2,306,929   $ 2,440,399
                 

    Net Debt to Consolidated EBITDAX

    Net Debt to Consolidated EBITDAX is a non-GAAP financial measure defined in the Company’s Senior Secured Credit Facility as Net Debt divided by Consolidated EBITDAX for the previous four quarters, which requires various treatment of asset transaction impacts. Net Debt to Consolidated EBITDAX is used by the Company’s management for various purposes, including as a measure of operating performance, in presentations to its board of directors and as a basis for strategic planning and forecasting.

    Investor Contact:
    Ron Hagood
    918.858.5504
    ir@vitalenergy.com

    The MIL Network

  • MIL-OSI: Oxbridge Re Highlights Growth in Tokenized Reinsurance, Strategic Partnerships, and Reports Q1 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    GRAND CAYMAN, Cayman Islands, May 12, 2025 (GLOBE NEWSWIRE) — Oxbridge Re Holdings Limited (NASDAQ: OXBR), (the “Company”), which together with its subsidiary SurancePlus is engaged in the business of tokenized Real-World Assets (“RWAs”), initially in the form of tokenized reinsurance securities, and reinsurance business solutions to property and casualty casualty – bridging the gap between the SEC, blockchain, and tokenization. The company today, reported its results for the three months ended March 31, 2025.

    “As the first Nasdaq-listed company to issue a tokenized security in reinsurance, Oxbridge Re, through SurancePlus, is transforming access to this asset class,” said Jay Madhu, Chairman and CEO of Oxbridge Re. “We are proud of our progress and remain focused on expanding SurancePlus, democratizing access to reinsurance with a commitment to transparency and compliance.”

    The Company recently signed a Memorandum of Understanding (MOU) with Plume, a blockchain platform managing over $4.5 billion in assets and serving 18 million unique addresses. This partnership represents a significant opportunity to enhance distribution, while Oxbridge Re continues to explore additional partnerships to further broaden its reach.

    SurancePlus is also highlighting its previously launched 2025–2026 tokenized reinsurance offerings, which provide a diverse range of investment opportunities. These offerings include a balanced-yield product targeting a 20% annual return, designed for investors seeking stable, attractive yields with moderate risk, and a high-yield option targeting a 42% annual return. These options broaden the investor base, offering both risk-averse and high-return-seeking investors a compliant, blockchain-powered pathway to participate in the reinsurance sector.

    The company actively participated in major global tokenization and blockchain events, including Consensus 2024 in Austin, Texas, Token2049 in Singapore, and Token2049 in Dubai. These forums provided an opportunity to showcase SurancePlus, strengthen industry relationships, and explore collaborative opportunities with leading blockchain platforms.

    “Supported by a strong balance sheet and a disciplined approach, we are well-positioned to capitalize on emerging opportunities in the RWA sector,” added Madhu. “Looking ahead, we remain committed to scaling SurancePlus with integrity, innovation, and a focus on long-term value creation.” 

    Financial Performance

    Net premiums earned for the quarter ended March 31, 2025 increased to $595,000 from $549,000 for the quarter ended March 31, 2024. The increase is due to the rates on contracts that were in force in the quarter ended March 31, 2025 when compared to the contracts in force in the prior period.

    For the three months ended March 31, 2025, the Company generated net loss of $139,000 or ($0.02) per basic and diluted loss per share compared to net loss of $905,000 or ($0.15) per basic and diluted earnings per share, for the quarter ended March 31, 2024. The decrease in net loss is primarily due to the positive change in the fair value of equity securities and sale of investments in Jet.AI during the quarter ended March 31, 2025 when compared with the prior period.

    For the three months ended March 31, 2025, total expenses, including policy acquisition costs and general and administrative expenses, increased to $570,000 from $548,000 for the quarter ended March 31, 2024. The increase is primarily due to the value stock-based compensation incurred during the three-month period ending March 31, 2025 as a result of higher share price on grant date.

    As of March 31, 2025, our restricted cash, and cash equivalents increased by $3.7 million, or 62.85%, to $9.6 million, from $5.9 million as of December 31, 2024. The increase is primarily due to premium deposits made during the three months ending March 31, 2025 as well the completion of a registered direct offering that generated $2.7 million net of expenses.

    Financial Ratios

    Loss Ratio. The loss ratio is the ratio of losses and loss adjustment expenses incurred to premiums earned and measures the underwriting profitability of our reinsurance business. The loss ratio remained consistent at 0% for the quarter end March 31, 2025 compared with the quarter ended March 31, 2024.

    Acquisition Cost Ratio. The acquisition cost ratio is the ratio of policy acquisition costs and other underwriting expenses to net premiums earned. The acquisition cost ratio measures our operational efficiency in producing, underwriting and administering our reinsurance business.

    The acquisition cost ratio remained consistent at 10.9% for the quarter end March 31, 2025 compared with the quarter ended March 31, 2024.

    Expense Ratio. The expense ratio is the ratio of policy acquisition costs and general and administrative expenses to net premiums earned. We use the expense ratio to measure our operating performance. The expense ratio decreased marginally from 99.8% for the three-month period ended March 31, 2024 to 95.8% for the three-month period ended March 31, 2025. The decrease is due to higher net premiums earned during the three-month period ended March 31, 2025, when compared with the prior period.

    Combined ratio. We use the combined ratio to measure our underwriting performance. The combined ratio is the sum of the loss ratio and the expense ratio. The combined ratio decreased marginally from 99.8% for the three-month period ended March 31, 2024 to 95.8% for the three-month period ended March 31, 2025. The decrease is due to higher net premiums earned during the three-month period ended March 31, 2025, when compared with the prior period.

    Conference Call

    Management will host a conference call later today to discuss these financial results, followed by a question and answer session. The Company’s President and Chief Executive Officer Jay Madhu and Chief Financial Officer Wrendon Timothy will host the call starting at 4:30 p.m. Eastern time. The live presentation can be accessed by dialing the number below.

    Date: May 12, 2025
    Time: 4.30 p.m. Eastern time
    Toll-free number: 877-524-8416
    International number: +1 412-902-1028

    Please call the conference telephone number 15 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact InComm Conferencing at +1-201-493-6280 or media@incommconferencing.com

    A replay of the call will be available by telephone after 4:30 p.m. Eastern time on the same day of the call until May 26, 2025.

    Toll-free replay number: 877-660-6853
    International replay number: +1-201-612-7415
    Conference ID: 13753764

    About Oxbridge Re Holdings Limited

    Oxbridge Re Holdings Limited (NASDAQ: OXBR, OXBRW) (“Oxbridge Re”) is headquartered in the Cayman Islands. The company offers tokenized Real-World Assets (“RWAs”) as tokenized reinsurance securities and reinsurance business solutions to property and casualty insurers, through its wholly owned subsidiaries Oxbridge Reinsurance Limited, Oxbridge Re NS, and SurancePlus Inc.

    Insurance businesses in the Gulf Coast region of the United States purchase property and casualty reinsurance through our licensed reinsurers Oxbridge Reinsurance Limited and Oxbridge Re NS.

    Our new Web3-focused subsidiary, SurancePlus Inc. (“SurancePlus”), has developed the first “on-chain” reinsurance RWA of its kind to be sponsored by a subsidiary of a publicly traded company. By digitizing interests in reinsurance contracts as on-chain RWAs, SurancePlus has democratized the availability of reinsurance as an alternative investment to both U.S. and non-U.S. investors.

    Forward-Looking Statements

    This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” contained in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on 26th March 2025. The occurrence of any of these risks and uncertainties could have a material adverse effect on the Company’s business, financial condition and results of operations. Any forward-looking statements made in this press release speak only as of the date of this press release and, except as required by law, the Company undertakes no obligation to update any forward-looking statement contained in this press release, even if the Company’s expectations or any related events, conditions or circumstances change.

    Company Contact:

    Oxbridge Re Holdings Limited
    Jay Madhu, CEO
    345-749-7570
    jmadhu@oxbridgere.com

    OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
    Consolidated Balance Sheets
    (expressed in thousands of U.S. Dollars, except per share and share amounts)

        At March 31, 2025     At December 31, 2024  
                 
    Assets                
    Equity securities, at fair value (cost: $1,532 and $1,532)   $ 116       113  
    Cash and cash equivalents     4,963       2,135  
    Restricted cash and cash equivalents     4,634       3,758  
    Premiums receivable     223       1,059  
    Other Investments           48  
    Deferred policy acquisition costs     44       109  
    Operating lease right-of-use assets     122       148  
    Prepayment and other assets     160       94  
    Property and equipment, net     1       1  
    Total assets   $ 10,263       7,465  
                     
    Liabilities and Shareholders’ Equity                
    Liabilities:                
    Notes payable to noteholders     118       118  
    Unearned Premium Reserve     397       991  
    Operating lease liabilities     122       148  
    Accounts payable and other liabilities     432       366  
    Total liabilities     1,069       1,623  
                     
    Mezzanine Equity                
    Due to EpsilonCat Re / DeltaCat Re Tokenholders     1,979       1,732  
                     
    Shareholders’ equity:                
    Ordinary share capital, (par value $0.001, 50,000,000 shares authorized; 7,442,922 and 6,379,002 shares issued and outstanding)     6       6  
    Additional paid-in capital     37,335       34,105  
    Accumulated Deficit     (30,302 )     (30,163 )
    Total Oxbridge shareholders’ equity     7,039       3,948  
    Non-controlling interests     176       162  
    Total shareholders’ equity     7,215       4,110  
    Total liabilities and shareholders’ equity   $ 10,263       7,465  


    OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

    Consolidated Statements of Operations
    (Unaudited)
    (expressed in thousands of U.S. Dollars, except per share amounts)

        Three Months Ended March 31,  
        2025     2024  
                 
    Revenue                
    Net premiums earned     595       549  
    Net investment and other income     79       63  
    Net realized investment gain            
    Interest and gain on redemption of loan receivable           41  
    Unrealized gain on other investments     (20 )     (688 )
    Realized gain on other investments     35        
    Change in fair value of equity securities     3       (90 )
                     
    Total revenue     692       (125 )
                     
    Expenses                
    Policy acquisition costs and underwriting expenses     65       60  
    General and administrative expenses     505       488  
                     
    Total expenses     570       548  
                     
    Income (loss) before income attributable to tokenholders and non-controlling interests     122       (673 )
                     
    Income attributable to tokenholders     (247 )     (232 )
                     
    Loss before income attributable to non-controlling interests     (125 )     (905 )
                     
    Income attributable to non-controlling interests     (14 )      
    Net loss attributable to ordinary shareholders     (139 )     (905 )
                     
    Loss per share attributable to ordinary shareholders                
    Basic and Diluted     (0.02 )     (0.15 )
                     
    Weighted-average shares outstanding                
    Basic and Diluted     6,899,062       6,005,162  
                     
    Performance ratios to net premiums earned:                
    Loss ratio     0.0 %     0.0 %
    Acquisition cost ratio     10.9 %     10.9 %
    Expense ratio     95.8 %     99.8 %
    Combined ratio     95.8 %     99.8 %

    The MIL Network

  • MIL-Evening Report: What did the parties say on TikTok in the election, and how? Here’s the campaign broken down in 5 charts

    Source: The Conversation (Au and NZ) – By Hannah Oates, PhD Candidate, School of Social Sciences, Monash University

    TikTok emerged as a key battleground in an election where young voters comprised a dominant share of the electorate. All the prominent political parties used the platform – especially after tactics by Labor contributed to its electoral success in 2022.

    With 60% of Gen Z now getting their news primarily from social media, this shift reflects a welcome effort to meet young voters where they are.

    But on these platforms, visibility alone isn’t enough. What you say, and how you say it, matters just as much.

    Collecting the data

    We collected and manually analysed more than 500 TikTok posts from the official accounts of Labor, the Liberals, the Greens and One Nation during the federal election campaign period (March 28 to May 2).

    Data was collected using web-scraping software, and included captions, sounds, hashtags and engagement metrics.

    Our analysis focused on both the discursive content (what was said) and performative use of the platform (how it was said).

    We manually categorised posts by their focus, whether political, apolitical, or blending politics and entertainment (“politainment”). We also grouped them according to their primary purpose:

    • promoting the party’s own policies

    • attacking opponents

    • or shaping their public image to appeal to a TikTok audience.

    We also coded posts by topic, including key campaign issues, such as the economy, health, housing and climate.

    What we found

    Labor had the highest total number of posts, which correlated to the highest views and a fairly strong engagement rate (10.5%). Engagement rates are calculated by the total number of user interactions with a post (comments, likes, shares) relative to how many people viewed the post.

    Labor also had a relatively balanced gender reach, skewing young.



    The Liberals posted frequently, as well, with an ever so slightly lower engagement rate (10.1%) and a more male-leaning audience.

    One Nation, though with far fewer posts, still achieved notable reach.



    Despite a smaller post volume than major parties, the Greens stood out for having the highest engagement rate by far (14.4%), along with the highest share of female and young audience followers.

    Focus, tone and messaging

    Clear differences emerge in how parties used TikTok to communicate.

    The Liberals leaned heavily into politainment (75%) and attack ads (nearly 90%). They rarely promoted their own policies, with only 12% of posts being solely focused on their campaign promises.



    Their content was strongly centred around the economy (60%) and energy (26%). Three-quarters of their posts were designed to target and appeal primarily to young audiences through the inclusion of informal language, youth-focused policies and youth slang and trends.

    One Nation, in contrast, was the most overtly political (94%) and traditional in tone (88% professional language). It directed its messaging to a general audience with a strong focus on attack content (82%).

    On the whole, One Nation’s content consisted of long formal news interviews and speeches, and was not well-adapted to suit the TikTok medium.



    Labor blended politainment (58%) with substantive political messaging (42%). About 35% of the videos were promoting party policy, while 53% were attack ads. It focused most on Medicare (44%), education, and housing – all issues particularly resonant with younger people (68% of their audience).

    The Greens had the highest share of policy-focused content (60%). These posts were strongly youth-oriented (77%), and covered climate change (27%), taxes (27%), and education (23%). Their posts were the most informal, with Greens leaders often using the platform to speak directly to TikTok users in a “selfie” style.

    Follow the money

    A closer look at the policy messaging on TikTok reveals a strong focus on the economy and health. These are two of the most decisive issues for voters across generations, according to the Australian Election Study.



    Given the rising cost of living, it’s no surprise this election played out around hip-pocket concerns. Yet, it’s notable that Labor didn’t lean heavily into economic messaging on TikTok, despite cost of living being the top concern for young people.

    The Liberals, by contrast, stuck to their traditional strength, making the economy a central theme of their content.

    Did it translate to electoral victory?

    Our analysis reveals a highly coordinated Labor campaign on TikTok, backed by serious resourcing and a keen understanding of platform dynamics. From short-form videos to youth-oriented podcasts and influencer briefings, Labor went all-in.

    While it’s hard to draw a straight line from TikTok posts to ballots cast, their dominant presence online mirrored their dominant result at the polls.

    The Greens, however, present a puzzle. They’ve traditionally performed well with young voters and achieved enviable engagement rates on TikTok: about 14% during the campaign, the kind most influencers dream of.

    Their content resonated, especially when it featured positive messaging or direct, informal engagement from party leaders. They didn’t rely on minimising political issues with memes and trends.

    But they posted far less than Labor and didn’t invest as heavily in trend-based posting. That likely reflects a smaller budget rather than a flawed strategy, but the result was fewer overall views and reach.




    Read more:
    Greens’ election hubris – how the minor party lost its way and now its leader


    Ultimately, this isn’t a story about young voters being swayed by viral videos. They’re politically engaged, issue-aware, and looking for credibility.

    Labor’s full-spectrum campaign was slick, and while they also backed that style with substance, they relied heavily on trends and mass-posting, prioritising quantity over quality.

    The Greens’ more quality-focused approach connected with their audience, but led to them being out-performed and far less visible.

    Hannah Oates receives funding from the Australian Government in the form of a PhD stipend.

    Intifar Chowdhury 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. What did the parties say on TikTok in the election, and how? Here’s the campaign broken down in 5 charts – https://theconversation.com/what-did-the-parties-say-on-tiktok-in-the-election-and-how-heres-the-campaign-broken-down-in-5-charts-254793

    MIL OSI AnalysisEveningReport.nz

  • MIL-Evening Report: Trump heads to the Gulf aiming to bolster trade ties – but side talks on Tehran, Gaza could drive a wedge between US and Israel

    Source: The Conversation (Au and NZ) – By Asher Kaufman, Professor of History and Peace Studies, University of Notre Dame

    President Donald Trump and Saudi Arabia’s Crown Prince Mohammed Bin Salman attend the G20 Summit in Japan in 2019. Eliot Blondet/AFP via Getty Images

    President Donald Trump will sit down with the Saudi crown prince and Emirati and Qatari leaders on May 14, 2025, in what is being heavily touted as a high-stakes summit. Not invited, and watching warily, will be Israeli Prime Minister Benjamin Netanyahu.

    Like many other members of his right-wing coalition, Netanyahu appeared delighted at the election of Trump as U.S. president in November, believing that the Republican’s Middle East policies would undoubtedly favor Israeli interests and be coordinated closely with Netanyahu himself.

    But it hasn’t quite played out that way. Of course, Washington remains – certainly in official communications – Israel’s strongest global ally and chief supplier of arms. But Trump is promoting a Middle East policy that is, at times, distinctly at odds with the interests of Netanyahu and his government.

    In fact, in pushing for an Iran nuclear deal – a surprise reversal from Trump’s first administration – Trump is undermining long-held Netanyahu positions. Such is the level of alarm in Israeli right-wing circles that rumors have been circulating of Trump announcing unilateral U.S. support for a Palestinian state ahead of the Riyadh visit – something that would represent a clear departure for Washington.

    As a historian of Israel and the broader Middle East, I recognize that in key ways Trump’s agenda in Riyadh represents a continuation of the U.S. policies, notably in pursuing security relationships with Arab Gulf monarchies – something Israel has long accepted if not openly supported. But in the process, the trip could also put significant daylight between Trump and Netanyahu.

    Trump’s official agenda

    The four-day trip to the Gulf, Trump’s first policy-driven foreign visit since being elected president, is on the surface more about developing economic and security ties between the U.S. and traditional allies in the Persian Gulf.

    Trump is expected to cement trade deals worth tens of billions of dollars between the U.S. and Arab Gulf States, including unprecedented arms purchases, Gulf investments in the U.S. and even the floated Qatari gift of a palatial 747 intended for use as Air Force One.

    There is also the possibility of a security alliance between the U.S. and Saudi Arabia.

    So far, so good for Israel’s government. Prior to the Oct. 7 attacks, Israel was already in the process of forging closer ties to the Gulf states, with deals and diplomatic relations established with the United Arab Emirates and Bahrain through the Abraham Accords that the Trump administration itself facilitated in September 2020. A potential normalization of ties with Saudi Arabia was also in the offing.

    Dealing with Tehran

    But central to the agenda this week in Riyadh will be issues where Trump and Netanyahu are increasingly not on the same page. And that starts with Iran.

    While the country won’t be represented, Iran will feature heavily at Trump’s summit, as it coincides with the U.S. administration’s ongoing diplomatic talks with Tehran over its nuclear program. Those negotiations have now concluded four rounds. And despite clear challenges, American and Iranian delegations continue to project optimism about the possibility of reaching a deal.

    The approach marks a change of course for Trump, who in 2018 abandoned a similar deal to the one he is now largely looking to forge. It also suggests the U.S. is currently opposed to the idea of direct armed confrontation with Iran, against Netanayhu’s clear preference.

    Diplomacy with Tehran is also favored by Gulf states as a way of containing Iran’s nuclear ambitions. Even Saudi Arabia – Tehran’s long-term regional rival that, like Israel, opposed the Obama-era Iran nuclear diplomacy – is increasingly looking for a more cautious engagement with Iran. In April, the Saudi defense minister visited Tehran ahead of the recent U.S.-Iranian negotiations.

    Netanyahu has built his political career on the looming threat from a nuclearized Iran and the necessity to nip this threat in the bud. He unsuccessfully tried to undermine President Barack Obama’s initial efforts to reach an agreement with Iran – resulting in 2015’s Iran nuclear deal. But Netanyahu had more luck with Obama’s successor, helping convince Trump to withdraw from the agreement in 2018.

    So Trump’s about-turn on Iran talks has irked Netanyahu – not only because it happened, but because it happened so publicly. In April, the U.S. president called Netanyahu to the White House and openly embarrassed him by stating that Washington is pursuing diplomatic negotiations with Tehran.

    Split over Yemen

    A clear indication of the potential tension between the Trump administration and the Israeli government can be seen in the ongoing skirmishes involving the U.S., Israel and the Houthis in Yemen.

    After the Houthis fired a missile at the Tel Aviv airport on May 4 – leading to its closure and the cancellation of multiple international flights – Israel struck back, devastating an airport and other facilities in Yemen’s capital.

    But just a few hours after the Israeli attack, Trump announced that the U.S. would not strike the Houthis anymore, as they had “surrendered” to his demands and agreed not to block passage of U.S. ships in the Red Sea.

    It became clear that Israel was not involved in this new understanding between the U.S. and the Houthis. Trump’s statement was also notable in its timing, and could be taken as an effort to calm the region in preparation of his trip to Saudi Arabia. The fact that it might help smooth talks with Iran too – Tehran being the Houthis’ main sponsor – was likely a factor as well.

    Timing is also relevant in Israel’s latest attack on Yemeni ports. They took place on May 11 – the eve of Trump setting off for his visit to Saudi Arabia. In so doing, Netanyahu may be sending a signal not only to the Houthis but also to the U.S. and Iran. Continuing to attack the Houthis might make nuclear talks more difficult.

    Bibi’s political survival-first approach

    Critical observers of Netanyahu have long argued that he prioritizes continued war in Gaza over regional calm for the sake of holding together his far-right coalition, members of which desire full control of the Gaza Strip and de-facto annexation of the West Bank.

    Israel’s Prime Minister Benjamin Netanyahu warns of the Iran nuclear threat at the United Nations in 2012.
    Mario Tama/Getty Images

    This, many political commentators have argued, is the main reason why Netanyahu backed off from the last stage of the ceasefire agreement with Hamas in March – something which would have required the withdrawal of the Israeli army from the Gaza Strip.

    Since the collapse of the ceasefire, Israel’s army has mobilized in preparation for a renewed Gaza assault, scheduled to start after the end of Trump’s trip to the Gulf.

    With members of the Netanayhu government openly supporting the permanent occupation of the strip and declaring that bringing back the remaining Israeli hostages is no longer a top priority, it seems clear to me that deescalation is not on Netanyahu’s agenda.

    Trump himself has noted recently both the alarming state of the hostages and the grave humanitarian crisis in Gaza. Now, in addition to the release of Israeli-American hostage Edan Alexander, the U.S. is also engaged in negotiations with Hamas over ceasefire and aid – ignoring Netanyahu in the process.

    The bottom dollar

    Current U.S. policy in the region may all be serving a greater aim for Trump: to secure billions of dollars of Gulf money for the American economy and, some have said, himself. But to achieve that requires a stable Middle East, and continued war in Gaza and Iran inching closer to nuclear capabilities might disrupt that goal.

    Of course, a diplomatic agreement over Tehran’s nuclear plans is still some way off. And Trump’s foreign policy is notably prone to abrupt turns. But whether guided by a dealmaker’s instincts to pursue trade and economic deals with wealthy Gulf states, or by a genuine – and related – desire to stabilize the region, his administration is increasingly pursuing policies that go against the interests of the current Israeli government.

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

    ref. Trump heads to the Gulf aiming to bolster trade ties – but side talks on Tehran, Gaza could drive a wedge between US and Israel – https://theconversation.com/trump-heads-to-the-gulf-aiming-to-bolster-trade-ties-but-side-talks-on-tehran-gaza-could-drive-a-wedge-between-us-and-israel-256371

    MIL OSI AnalysisEveningReport.nz

  • MIL-Evening Report: From Zoo Quest to Ocean: The evolution of David Attenborough’s voice for the planet

    Source: The Conversation (Au and NZ) – By Neil J. Gostling, Associate Professor in Evolution and Palaeobiology, University of Southampton

    Over the course of seven decades, Sir David Attenborough’s documentaries have reshaped how we see the natural world, shifting from colonial-era collecting trips to urgent calls for environmental action.

    His storytelling has inspired generations, but has only recently begun to confront the scale of the ecological crisis. To understand how far nature broadcasting has come, it helps to return to where it started.

    When Attenborough’s broadcasting career began in the 1950s, Austrian filmmakers Hans and Lotte Hass were already pushing the boundaries of what was possible by taking cameras below the sea and touring the world aboard their schooner, the Xafira.

    In one of their 1953 Galapagos films, a crewman handled a sealion pup, having crawled across the volcanic rock of Fernandina honking at sealions to attract them. A penguin and giant tortoise were brought on board Xafira. And as Lotte Hass took photographs, she’d beseech some poor creature to “not be frightened” and “look pleasant”.

    This is a world away from today’s expectations, where both research scientists and amateur naturalists are taught to observe without touching or disturbing wildlife. When the Hasses visited the Galápagos, it was still five years before the creation of the national park and the founding of the island’s conservation organisation Charles Darwin Foundation. Now, visitors must stay at least two metres from all animals – and never approach them.


    Get your news from actual experts, straight to your inbox. Sign up to our daily newsletter to receive all The Conversation UK’s latest coverage of news and research, from politics and business to the arts and sciences. Join The Conversation for free today.


    At the same time, television was beginning to shape public perceptions of the natural world. In 1954, Attenborough was working as a young producer on Zoo Quest. By chance, he became its presenter when zoologist Jack Lester became ill.

    The programme followed zoologists collecting animals from around the world for London Zoo. Zoo Quest was filmed in exotic locations around the world and then in the studio where the animals found on the expedition were shown “up close”.

    Attenborough has since acknowledged that Zoo Quest reflected attitudes that would not be acceptable today. The series showed animals being captured from the wild and transported to London Zoo – practices which mirrored extractive, colonial-era approaches to science.

    David Attenborough’s Zoo Quest for a Dragon aired in 1956.

    Yet, Zoo Quest was also groundbreaking. The series brought viewers face-to-face with animals they might never have seen before and pioneered a visual style that made natural history television both entertaining and educational. It helped establish Attenborough’s reputation as a compelling communicator and laid the foundations for a new genre of science broadcasting – one that has evolved, like its presenter, over time.

    After a decade in production, Attenborough returned to presenting with Life on Earth (1979), a landmark series that traced the evolution of life from single-celled organisms to birds and apes. Drawing on his long-standing interest in fossils, the series combined zoology, palaeobiology and natural history to create an ambitious new template for science broadcasting.

    Life on Earth helped cement Attenborough’s reputation as a trusted communicator and became the foundation of the BBC’s “blue-chip” natural history format – big-budget, internationally produced films that put high-quality cinematic wildlife footage at the forefront of the story. The series did not simply document the natural world. It reframed it, using presenter-led storytelling and global spectacle to shape how audiences understood evolutionary processes.

    For much of his career, Attenborough has been celebrated for showcasing the beauty of the natural world. Yet, he has also faced criticism for sidestepping the environmental crises threatening it. Commentators such as the environmental journalist George Monbiot argued that his earlier documentaries, while visually stunning, often avoided addressing the human role in climate change, presenting nature as untouched and avoiding difficult truths about ecological decline.

    Building on the legacy of Life on Earth, Attenborough’s later series began to respond to these critiques. Blue Planet (2001) expanded the scope of nature storytelling, revealing the mysteries of the ocean’s most remote and uncharted ecosystems. Its 2017 sequel, Blue Planet II, introduced a more urgent tone, highlighting the scale of plastic pollution and the need for marine conservation.

    Although Blue Planet II significantly increased viewers’ environmental knowledge, it did not lead to measurable changes in plastic consumption behaviour – a reminder that awareness alone does not guarantee action. The subsequent Wild Isles (2023) continued the shift towards conservation messaging. While the main series aired in five parts, a sixth episode – Saving Our Wild Isles – was released separately and drew controversy amid claims the BBC had sidelined it for being too political. In reality, the episode delivered a clear call to action.

    Attenborough’s latest film, Ocean, continues in this more urgent register, pairing breathtaking imagery with an unflinching assessment of ocean health. After decades of gentle narration, he now speaks with sharpened clarity about the scale of the crisis and the need to act.

    A voice for action

    In recent years, Attenborough has taken on a new role – not just as a broadcaster, but as a powerful voice in environmental diplomacy. He has addressed world leaders at major summits such as the UN climate conference Cop24 and the World Economic Forum, calling for urgent action on climate change. He was also appointed ambassador for the UK government’s review on the economics of biodiversity.

    On the subject of environmemtal diplomacy, Monbiot recently wrote: “A few years ago, I was sharply critical of Sir David for downplaying the environmental crisis on his TV programmes. Most people would have reacted badly but remarkably, at 92, he took this and similar critiques on board and radically changed his approach.”

    Attenborough not only speaks. He listens. This is part of his charm and popularity. He is learning and evolving as much as his audience.

    What makes Attenborough stand out is the way he speaks. While official climate treaties often rely on technical or legal language, he communicates in emotional, accessible terms – speaking plainly about responsibility, urgency and the moral imperative to protect life on Earth. His calm authority and familiar voice make complex issues easier to grasp and harder to dismiss.

    Frequently named Britain’s most trusted public figure, Attenborough has become something of an unofficial diplomat for the planet – apolitical, measured, and often seen as a voice of reason amid populist noise. Despite his criticisms, Attenborough’s documentaries walk a careful line between fragility and resilience, using emotionally ambivalent imagery to prompt reflection. He shares his wonder with the natural world and brings people along with him

    Ocean shows our blue planet in more spectacular fashion than Lotte and Hans Hass could ever have imagined. But it is also Attenborough’s most direct reckoning with environmental collapse. With clarity and urgency, it confronts the damage wrought by industrial trawling and habitat destruction.

    After 70 years of gently guiding viewers through the natural world, Attenborough’s voice has sharpened. If he once opened our eyes to nature’s wonders, he now challenges us not to look away. As he puts it: “If we save the sea, we save our world. After a lifetime filming our planet, I’m sure that nothing is more important.”


    Don’t have time to read about climate change as much as you’d like?

    Get a weekly roundup in your inbox instead. Every Wednesday, The Conversation’s environment editor writes Imagine, a short email that goes a little deeper into just one climate issue. Join the 45,000+ readers who’ve subscribed so far.


    The authors 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. From Zoo Quest to Ocean: The evolution of David Attenborough’s voice for the planet – https://theconversation.com/from-zoo-quest-to-ocean-the-evolution-of-david-attenboroughs-voice-for-the-planet-251727

    MIL OSI AnalysisEveningReport.nz

  • MIL-Evening Report: A looming workforce crisis in NZ tourism and hospitality threatens industry growth plans

    Source: The Conversation (Au and NZ) – By Anthony Brien, Associate Professor, Department of Global Value Chains and Trade, Lincoln University, New Zealand

    Getty Images

    Last week’s big tourism conference in Rotorua saw plenty of optimism about the industry’s potential, but also warnings that airline capacity is hampering post-COVID growth.

    The focus on bringing more foreign tourists to New Zealand is understandable, given the sector accounts for 7.5% of GDP and is our second highest export earner. But there is deeper problem, too. We already struggle to serve current visitor numbers – how will we handle more?

    International tourism injected NZ$16.9 billion into the economy in the year to March 2024. Total tourism expenditure (domestic and international) hit a record $44.4 billion, up nearly 15% from the previous year.

    The government has responded with a $13.5 million global marketing boost, and business leaders are celebrating. The big question is whether we will have the workforce to match the ambition.

    Because right now, the pipeline of skilled, engaged people willing to work, grow and lead in tourism and hospitality isn’t flowing.

    Without an industry-led, well-funded campaign to rebuild the perception of tourism and hospitality as credible, rewarding and sustainable career options, New Zealand has a crisis in the making.

    Who wants to work in tourism and hospo?

    Fewer New Zealanders are choosing tourism and hospitality as a career. With the number of locals studying tourism and hospitality collapsing, both sectors are increasingly dependent on foreign workers.

    Tourism education numbers for the past decade show:

    • 1,355 equivalent full-time students were enrolled in tourism-related courses in 2024, down from 3,750 in 2015 – a 63% drop

    • enrolments in bachelor’s degrees in tourism management fell from 45 in 2015 to 25 in 2024 – a 44% drop

    • postgraduate enrolments in tourism management are down 75%, with only 20 in 2024.

    The figures for hospitality education paint an even grimmer picture:

    • enrolments in hospitality courses fell from from 915 in 2015 to just 250 in 2024 – a 73% drop

    • cookery course enrolments fell from 4,125 to 1,140 – a 72% drop

    • food and beverage service training fell from 1,445 in 2015 to just 340 in 2024 – a 76% drop

    • hospitality management degree enrolments fell from 380 in 2015 to 210 in 2024 – a 45% drop.

    These figures do not include actual workplace training, but they still illustrate a clear trend.

    The looming workforce shortage

    Minister of Tourism and Hospitality Louise Upston recently said, “We need to grow tourism businesses. We need to grow the value from the tourism visitors we have.” She’s right. But without a viable workforce, none of this is possible.

    As to why more New Zealanders aren’t keen to work in the sector, Upston said, “I just don’t think the sector’s promoted it well enough.” This is despite many years of industry exhortations to “grow the domestic workforce”, “attract more young people” and “build career pathways”.

    COVID-19 certainly hurt the industry’s image as a place to work. But the challenges around neglected workforce development, career promotion and long-term planning predate the pandemic.

    Other industries and professions – including construction, agriculture and accounting – have invested heavily in scholarships, internships, mentoring and reputation building. Tourism and hospitality haven’t matched this and now risk losing young people to global demand.

    If the pattern continues, there will be a national shortage of qualified staff and competent managers, and greater reliance on short-term and migrant labour. That leads in turn to overworked staff, poorer service, and businesses forced to reduce hours or close altogether.

    Investment in the future

    In the 1970s and 80s, New Zealand had to import tourism and hospitality talent to grow the industries. Without real change, those days may return.

    Apart from what is offered by two major hotel chains, few formal internships exist. Such programmes are not simply part-time jobs, they’re investments in future talent, involving professional guidance and meaningful experience. They take effort, but they work.

    Meanwhile, degree-level programmes are already being dropped. If lower-level course enrolments continue to fall, these programmes may close too. The burden then falls on businesses to train and educate staff. But those same businesses say they can’t find enough staff today.

    This is more than a workforce problem, it’s a national economic risk. Spending millions on attracting visitors only to deliver a substandard experience is not a good use of taxpayer money.

    Without people, there is no hospitality. Without hospitality, there is no tourism. And without a sustainable tourism industry, New Zealand’s economy will suffer.

    Anthony Brien is a member of Tourism Industry Aotearoa.

    ref. A looming workforce crisis in NZ tourism and hospitality threatens industry growth plans – https://theconversation.com/a-looming-workforce-crisis-in-nz-tourism-and-hospitality-threatens-industry-growth-plans-256212

    MIL OSI AnalysisEveningReport.nz

  • MIL-OSI USA: VIDEO: Huizenga Reintroduces BRAVE Burma Act to Sanction Junta, Gets Commitment from Treasury Secretary Bessent to Help the People of Burma

    Source: United States House of Representatives – Congressman Bill Huizenga (MI-02)

    Today, Congressman Bill Huizenga (R-MI) reintroduced H.R. 3190, the BRAVE Burma Act. This bill addresses the ongoing humanitarian crisis in Burma by cutting off the ruthless military junta from the revenue sources it uses to facilitate acts of genocide against the Burmese civilian population. Joining Congressman Huizenga in introducing H.R. 3190 was fellow Burma Caucus co-chair Rep. Betty McCollum (D-MN) as well as Rep. Seth Moulton (D-MA) and Rep. Ann Wagner (R-MO).

    “The United States can and must do more to protect the people of Burma and stop the genocide being committed by the military junta,” said Congressman Bill Huizenga. “This bipartisan bill moves to cut off the primary source of funding for the regime and diminish its ability to conduct horrific airstrikes on civilian populations.”

    “On behalf of the Burmese (Myanmar) community in the constituency, I would like to extend our gratitude to Congressman Huizenga for his leadership on Burma-related legislation. We view this bill as a testament to the Burma Caucus’s continued commitment and constructive engagement in matters concerning Burma. We urge the United States to take a leading role in restoring democracy in Burma through sustained and vigorous engagement. The Burmese diaspora also hopes that the Burma Caucus will work closely with Burmese advocacy groups, who often possess valuable insights into the situation on the ground.” – Dr. Than N. Oo, Co-Chair, Burma Center of Battle Creek

    [embedded content]

    Congressman Huizenga: Can I get your commitment that you are going to continue to work with my staff and us on a bipartisan basis as we try to address these issues in Burma?

    U.S. Treasury Secretary Scott Bessent: Congressman, we are happy to work with your staff on this legislation. Thank you for your leadership on this issue. I share your concern about imposing consequences on persons who threaten the peace and security of Burma. Treasury has tools to continue to take action for the people of Burma and working with you, we will continue to do so.

    Background:

    The BRAVE Burma Act requires the President to determine, on an annual basis, whether to impose stronger blocking sanctions on Myanma Oil and Gas Enterprise, Myanma Economic Bank, and foreign persons operating in the jet fuel sector of the Burmese economy.

    Additionally, BRAVE Burma Act would require the Secretary of the Treasury to limit any increase in Myanmar’s influence at the International Monetary Fund (IMF) as long as it is governed by the military junta. Not only will this prevent Myanmar from gaining in voting power, but it will also limit the junta’s ability to borrow from the IMF. Lastly, this bill appoints a Senate-approved Special Envoy for Burma at the Department of State. The goal of this position is to develop a comprehensive strategy for implementing the full range of US diplomatic capabilities to promote human rights and the restoration of a civilian government in Burma.  

    Congressman Huizenga established the first-ever Congressional Burma Caucus on February 1, 2024, to coincide with the three-year anniversary of the military coup in Burma. This caucus was created to bolster congressional support for the Burmese people in their fight for democracy and human rights against the brutal military junta. Congressman Huizenga serves as the Republican Co-Chair alongside Democrat Co-Chair Betty McCollum of Minnesota.

    MIL OSI USA News

  • MIL-OSI: Natural Gas Services Group, Inc. Reports First Quarter 2025 Financial and Operating Results; Increases 2025 Guidance

    Source: GlobeNewswire (MIL-OSI)

    Midland, Texas, May 12, 2025 (GLOBE NEWSWIRE) — Natural Gas Services Group, Inc. (“NGS” or the “Company”) (NYSE:NGS), a leading provider of natural gas compression equipment, technology, and services to the energy industry, today announced financial results for the three months ended March 31, 2025. The Company also raised the high-end of its full-year 2025 Adjusted EBITDA guidance to $79 million, citing continued strength in its business and growing demand across its fleet.

    First Quarter 2025 Highlights

    • Rental revenue of $38.9 million for the first quarter of 2025 representing a 15% year-over-year increase and a 2% sequential increase compared to the period ended December 31, 2024.
    • Net income of $4.9 million or $0.38 per diluted share for the first quarter of 2025 compared to net income of $5.1 million or $0.41 per diluted share for the comparable period; net income up $2.0 million sequentially.
    • Leverage ratio at March 31, 2025, was 2.18x.
    • Adjusted EBITDA of $19.3 million for the first quarter of 2025, representing a 14% year-over-year increase; Adjusted EBITDA up 7% sequentially. See Non-GAAP Financial Measures – Adjusted EBITDA, below.

    Management Commentary and Outlook
    “We are pleased to report another quarter of strong execution and continued momentum across our business,” said Justin Jacobs, Chief Executive Officer. “We are taking market share, expanding our presence in key basins, and investing in our fleet, including the deployment of large-horsepower electric motor units. Our recent credit facility expansion, which also decreased our interest rate and provided more flexible covenants, further improves our ability to take advantage of organic and inorganic growth opportunities.”

    Jacobs continued, “While broader market uncertainty increased in recent weeks—driven primarily by tariff concerns, commodity price volatility, and macroeconomic factors—we are not seeing any meaningful direct impact on our operations. We will continue to monitor indirect effects closely, but we remain confident in our ability to deliver results consistent with our guidance.”

    “We increased our EBITDA outlook to reflect our first quarter outperformance relative to internal expectations and our confidence in the trajectory of the business. We remain excited about our prospects as we look to the remainder of 2025 and into 2026. Our team remains focused on disciplined capital allocation, operational excellence, and long-term value creation for our shareholders.”

    Corporate Guidance — 2025 Outlook

    The Company today provides updates to its previously announced guidance for the 2025 Fiscal Year. Based on a strong start to the year in the first quarter and its confidence for the remainder of the year, the Company today increased the high-end of its adjusted EBITDA guidance to $79 million. The Company now anticipates adjusted EBITDA for the 2025 Fiscal Year to be in the range of $74 – $79 million.

    The Company also reaffirms its outlook for 2025 growth capital expenditures of between $95 – $120 million, which are mostly  comprised of new units (essentially all of which are under contract). Once all these units are deployed, which is expected by early 2026, the Company expects its rented horsepower fleet to increase by approximately 90,000 horsepower, representing an increase of approximately 18% compared to year-end 2024. Customer deployments remain on schedule and the timing of deployments as previously noted is heavily weighted to the second half of 2025 and early 2026. Additionally, the Company anticipates 2025 maintenance expenditures of $10 – $13 million, consistent with its prior guidance and its target return on invested capital of 20% remains unchanged.

    The Company also reiterates the statement from the 2024 year end release that once all the 2025 growth capital expenditures are spent and the units are deployed, its “run rate” Adjusted EBITDA should increase at a rate (when compared to the fourth quarter of 2024) well in excess of (but less than double the rate of) the Company’s anticipated horsepower growth of 18%.

      Outlook
    NEW FY 2025 Adjusted EBITDA $74 million – $79 million
    FY 2025 Growth Capital Expenditures $95 million – $120 million
    FY 2025 Maintenance Capital Expenditures $10 million – $13 million
    Target Return on Invested Capital At least 20%

    Jacobs concluded, “We have multiple pathways to build on our industry-leading growth and drive shareholder value: fleet optimization, asset utilization (both unutilized units and non-cash assets), new rental units (both electric motor and natural gas engine), and accretive mergers and acquisitions. Given our strong balance sheet, low relative leverage, and recent increase in our borrowing capacity, we are well positioned to capitalize on opportunities for significant growth throughout the remainder of 2025.”

    2025 First Quarter Financial Results

    Revenue:  Total revenue for the three months ended March 31, 2025, increased 12% to $41.4 million from $36.9 million for the three months ended March 31, 2024. This increase was primarily due to higher rental revenues for the comparable periods. Rental revenue increased 15% to $38.9 million from $33.7 million in the first quarter of 2024 due to the addition of higher horsepower packages and pricing improvements. As of March 31, 2025, we had 492,679 rented horsepower (1,202 rented units) compared to 444,220 horsepower (1,245 rented units) as of March 31, 2024, reflecting an 11% increase in total utilized horsepower. Sequentially, total revenue increased 2% from $40.7 million primarily related to higher rental revenue for the current period.

    Gross Margins and Adjusted Gross Margins: Total gross margins, including depreciation expense increased to $15.7 million for the three months ended March 31, 2025, compared to $14.2 million for the same period in 2024 and increased on a sequential basis from $14.6 million for the three months ended December 31, 2024. Total adjusted gross margin, exclusive of depreciation expense, increased to $24.3 million for the three months ended March 31, 2025, compared to $21.1 million for the same period in 2024. On a sequential basis, total adjusted gross margin, exclusive of depreciation expense increased by $1.3 million compared to $23.0 million for the period ended December 31, 2024. For a reconciliation of Gross Margin, see Non-GAAP Financial Measures – Adjusted Gross Margin, below.

    Operating Income:  Operating income for the three months ended March 31, 2025, was $9.5 million compared to operating income of $9.3 million for the comparable 2024 period. On a sequential basis, operating income increased $3.5 million compared to $6.0 million for the period ended December 31, 2024.

    Net Income: Net income for the three months ended March 31, 2025, was $4.9 million, or $0.38 per diluted share compared to net income of $5.1 million or $0.41 per diluted share for the comparable 2024 period. On a sequential basis, net income increased $2.0 million when compared to net income of $2.9 million, or $0.23 per diluted share, in the fourth quarter of 2024. The modest year-over-year decline in net income was primarily related to an adjustment to inventory allowance, retirement of rental equipment, a gain on the sale of property and equipment, as well as an increase in depreciation and amortization. The sequential improvement in net income was primarily driven by higher rental revenue and rental gross margin.

    Cash Flows: At March 31, 2025, cash and cash equivalents were approximately $2.1 million, while working capital was $24.7 million. For the three months ended March 31, 2025, cash flows provided by operating activities were $21.3 million, while cash flows used in investing activities was $19.3 million. This compares to cash flows from operating activities of $5.6 million and cash flows used in investing activities of $10.9 million for the comparable three-month period in 2024. Cash flow used in investing activities during the first quarter 2025 included $19.3 million in capital expenditures.

    Adjusted EBITDA: Adjusted EBITDA increased 14% to $19.3 million for the three months ended March 31, 2025, from $16.9 million for the same period in 2024. The increase was primarily attributable to higher rental revenue and rental adjusted gross margin. Sequentially, Adjusted EBITDA increased 7% when compared to $18.0 million for the three months ended December 31, 2024.

    Debt:  Outstanding debt on our revolving credit facility as of March 31, 2025, was $168 million. Our leverage ratio at March 31, 2025, was 2.18x and our fixed charge coverage ratio was 2.98x. The Company is in compliance with all terms, conditions and covenants of the credit agreement.

    Selected data: The tables below show revenue by product line, gross margin and adjusted gross margin for the trailing five quarters.   Adjusted gross margin is the difference between revenue and cost of sales, exclusive of depreciation.

      Revenues
      Three months ended
      March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025
      ($ in 000)   ($ in 000)   ($ in 000)   ($ in 000)   ($ in 000)  
    Rentals $                  33,734   $                  34,926   $                  37,350   $                  38,226   $                  38,910  
    Sales                        2,503                          2,270                          1,843                             997                          1,927  
    Aftermarket services                           670                          1,295                          1,493                          1,435                             546  
    Total $                  36,907   $                  38,491   $                  40,686   $                  40,658   $                  41,383  
      Gross Margin
      Three months ended
      March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025
      ($ in 000)   ($ in 000)   ($ in 000)   ($ in 000)   ($ in 000)  
    Rentals $                  13,761                       13,211                       15,043                       14,865   $                  15,634  
    Sales                           253                             (50)                           (258)                           (531)                           (181)  
    Aftermarket services                           163                             269                             151                             296                             264  
    Total $                  14,177   $                  13,430   $                  14,936   $                  14,630   $                  15,717  
                         
      Adjusted Gross Margin (1)
      Three months ended
      March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025
      ($ in 000)   ($ in 000)   ($ in 000)   ($ in 000)   ($ in 000)  
    Rentals                     20,620                       20,698                       22,908                       23,107                       24,070  
    Sales                           323                               21                           (185)                           (449)                             (89)  
    Aftermarket services                           170                             283                             169                             321                             275  
    Total $                  21,113   $                  21,002   $                  22,892   $                  22,979   $                  24,256  
                         
        Adjusted Gross Margin %
        Three months ended
        March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025
    Rentals   61.1 %   59.3 %   61.3 %   60.4 %   61.9 %
    Sales   12.9 %   0.9 %   (10.0) %   (45.0) %   (4.6) %
    Aftermarket services   25.4 %   21.9 %   11.3  %   22.4 %   50.4 %
    Total   57.2 %   54.6 %   56.3 %   56.5 %   58.6 %
      Compression Units (at end of period):
      Three months ended
      March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025
    Horsepower Utilized 444,220   454,568   475,534   491,756   492,679
    Total Horsepower 542,256   552,599   579,699   598,840   603,391
    Horsepower Utilization 81.9 %   82.3 %   82.0 %   82.1 %   81.7 %
                       
    Units Utilized 1,245   1,242   1,229   1,208   1,202
    Total Units 1,894   1,899   1,909   1,912   1,916
    Unit Utilization 65.7 %   65.4 %   64.4 %   63.2 %   62.7 %

    (1) For a reconciliation of adjusted gross margin to its most directly comparable financial measure calculated and presented in accordance with GAAP, please read “Non-GAAP Financial Measures – Adjusted Gross Margin” below.

    Non-GAAP Financial Measure – Adjusted Gross Margin: “Adjusted Gross Margin” is defined as total revenue less costs of revenues (excluding depreciation and amortization expense). Adjusted Gross Margin is included as a supplemental disclosure because it is a primary measure used by our management as it represents the results of revenue and costs (excluding depreciation and amortization expense), which are key components of our operations. Adjusted Gross Margin differs from gross margin, in that gross margin includes depreciation and amortization expense. We believe Adjusted Gross Margin is important because it focuses on the current operating performance of our operations and excludes the impact of the prior historical costs of the assets acquired or constructed that are utilized in those operations. Depreciation and amortization expense does not accurately reflect the costs required to maintain and replenish the operational usage of our assets and therefore may not portray the costs from current operating activity. Rather, depreciation and amortization expense reflects the systematic allocation of historical property and equipment costs over their estimated useful lives.

    Adjusted Gross Margin has certain material limitations associated with its use as compared to gross margin. These limitations are primarily due to the exclusion of depreciation and amortization expense, which is material to our results of operations. Because we use capital assets, depreciation and amortization expense is a necessary element of our costs and our ability to generate revenue. In order to compensate for these limitations, management uses this non-GAAP measure as a supplemental measure to other GAAP results to provide a more complete understanding of our performance. As an indicator of our operating performance, Adjusted Gross Margin should not be considered an alternative to, or more meaningful than, gross margin as determined in accordance with GAAP. Our Adjusted Gross Margin may not be comparable to a similarly titled measure of another company because other entities may not calculate Adjusted Gross Margin in the same manner.

    The following table shows gross margin, the most directly comparable GAAP financial measure, and reconciles it to Adjusted Gross Margin:

      Three months ended
      March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025
      (in thousands)
    Total revenue $              36,907 $              38,491 $                    40,686 $                 40,658 $              41,383
    Costs of revenue, exclusive of depreciation                (15,794)                (17,489)                     (17,794)                   (17,679)                (17,127)
    Depreciation allocable to costs of revenue                  (6,936)                  (7,572)                       (7,956)                     (8,349)                  (8,539)
    Gross margin                  14,177                  13,430                       14,936                    14,630                  15,717
    Depreciation allocable to costs of revenue                    6,936                    7,572                         7,956                       8,349                    8,539
    Adjusted Gross Margin $              21,113 $              21,002 $                    22,892 $                 22,979 $              24,256

    Non-GAAP Financial Measures – Adjusted EBITDA: “Adjusted EBITDA” is a non-GAAP financial measure that we define as net income (loss) before interest, taxes, depreciation and amortization, as well as an increase in inventory allowance, impairments, retirement of rental equipment, nonrecurring restructuring charges including severance and non-cash equity-classified stock-based compensation expenses. This term, as used and defined by us, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. However, management believes Adjusted EBITDA is useful to an investor in evaluating our operating performance because: (i) it is widely used by investors in the energy industry to measure a company’s operating performance without regard to items excluded from the calculation of Adjusted EBITDA, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors; (ii) it helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our capital structure and asset base from our operating structure; (iii) it is used by our management for various purposes, including as a measure of operating performance, in presentations to our Board of Directors, and as a basis for strategic planning and forecasting.

    Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows: (i) Adjusted EBITDA does not reflect all our cash expenditures, future requirements for capital expenditures, or contractual commitments; (ii) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (iii) Adjusted EBITDA does not reflect the cash requirements necessary to service interest or principal payments on our debt and finance leases; and (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any capital expenditures for such replacements.

    The following table reconciles our net income, the most directly comparable GAAP financial measure, to Adjusted EBITDA:

      Three months ended
      March 31, 2024   June 30, 2024   September 30, 2024   December 31, 2024   March 31, 2025
      (in thousands)
    Net income $               5,098                4,250   $                     5,014   $                    2,865   $                4,854
    Interest expense                  2,935                2,932                          3,045                         3,015                     3,170
    Income tax expense (benefit)                  1,479                1,294                          1,383                             283                     1,482
    Depreciation and amortization                  7,087                7,705                          8,086                         8,469                     8,636
    Impairments                        —                      —                             136                             705                           —
    Inventory allowance                        —                      —                                —                         1,863                           61
    Retirement of rental equipment                          5                      —                                —                               23                         728
    Severance and restructuring                        —                      33                                —                               —                           —
    Stock-based compensation                      274                    242                             522                             783                         359
    Adjusted EBITDA $             16,878   $         16,456   $                  18,186   $                  18,006   $              19,290

    Conference Call Details: The Company will host a conference call to review its fourth-quarter and year-end financial results on Tuesday, May 13, 2025 at 8:30 a.m. (EST), 7:30 a.m. (CST). To join the conference call, kindly access the Investor Relations section of our website at www.ngsgi.com or dial in at (800) 550-9745 and enter conference ID 167298 at least five minutes prior to the scheduled start time. Please note that using the provided dial-in number is necessary for participation in the Q&A section of the call. A recording of the conference will be made available on our Company’s website following its conclusion. Thank you for your interest in our Company’s updates.

    About Natural Gas Services Group, Inc. (NGS): Natural Gas Services Group is a leading provider of natural gas compression equipment, technology and services to the energy industry. The Company designs, rents, sells and maintains natural gas compressors for oil and natural gas production and plant facilities, primarily using equipment from third-party fabricators and OEM suppliers along with limited in-house assembly. The Company is headquartered in Midland, Texas, with a fabrication facility located in Tulsa, Oklahoma, and service facilities located in major oil and natural gas producing basins in the U.S. Additional information can be found at www.ngsgi.com.

    Forward-Looking Statements

    Certain statements herein (and oral statements made regarding the subjects of this release) constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions.

    These forward–looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors that could cause actual results to differ materially from such statements, many of which are outside the control of the Company. Forward–looking information includes, but is not limited to statements regarding: guidance or estimates related to EBITDA growth, projected capital expenditures; returns on invested capital, fundamentals of the compression industry and related oil and gas industry, valuations, compressor demand assumptions and overall industry outlook, and the ability of the Company to capitalize on any potential opportunities.
    While the Company believes that the assumptions concerning future events are reasonable, investors are cautioned that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. Some of these factors that could cause results to differ materially from those indicated by such forward-looking statements include, but are not limited to:

    • conditions in the oil and gas industry, including the supply and demand for oil and gas and volatility in the prices of oil and gas;
    • changes in general economic and financial conditions, inflationary pressures, the potential for economic recession in the U.S., tariffs and trade restrictions, including the imposition of new and higher tariffs on imported goods and retaliatory tariffs implemented by other countries on U.S. goods, and the potential effects on our financial condition, results of operations and cash flows;
    • our reliance on major customers;
    • failure of projected organic growth due to adverse changes in the oil and gas industry, including depressed oil and gas prices, oppressive environmental regulations and competition;
    • our inability to achieve increased utilization of assets, including rental fleet utilization and monetizing other non-cash balance sheet assets;
    • failure of our customers to continue to rent equipment after expiration of the primary rental term;
    • our ability to economically develop and deploy new technologies and services, including technology to comply with health and environmental laws and regulations;
    • failure to achieve accretive financial results in connection with any acquisitions we may make;
    • fluctuations in interest rates;
    • changes in regulation or prohibition of new or current well completion techniques;
    • competition among the various providers of compression services and products;
    • changes in safety, health and environmental regulations;
    • changes in economic or political conditions in the markets in which we operate;
    • the inherent risks associated with our operations, such as equipment defects, malfunctions, natural disasters and adverse changes in customer, employee and supplier relationships;
    • our inability to comply with covenants in our debt agreements and the decreased financial flexibility associated with our debt;
    • inability to finance our future capital requirements and availability of financing;
    • capacity availability, costs and performance of our outsourced compressor fabrication providers and overall inflationary pressures;
    • impacts of world events, such as acts of terrorism and significant economic disruptions and adverse consequences resulting from possible long-term effects of potential pandemics and other public health crises; and
    • general economic conditions.

    In addition, these forward-looking statements are subject to other various risks and uncertainties, including without limitation those set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

    Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

    For More Information, Contact:
    Anna Delgado, Investor Relations
    (432) 262-2700
    IR@ngsgi.com
    www.ngsgi.com

     NATURAL GAS SERVICES GROUP, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in thousands, except par value)
    (unaudited)
           
      March 31,
    2025
      December 31, 2024
    ASSETS      
    Current Assets:      
    Cash and cash equivalents $                2,147   $                2,142
    Trade accounts receivable, net of provision for credit losses                 15,415                   15,626
    Inventory, net of allowance for obsolescence                 17,343                   18,051
    Federal income tax receivable                 11,263                   11,282
    Prepaid expenses and other                      992                     1,075
    Total current assets                 47,160                   48,176
    Long-term inventory, net of allowance for obsolescence                         —                           —
    Rental equipment, net of accumulated depreciation               424,856                 415,021
    Property and equipment, net of accumulated depreciation                 23,570                   22,989
    Other assets                   6,105                     6,342
    Total assets $           501,691   $           492,528
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Current Liabilities:      
    Accounts payable $             14,977   $                9,670
    Accrued liabilities                   7,468                     7,688
    Total current liabilities                 22,445                   17,358
    Long-term debt               168,000                 170,000
    Deferred income taxes                 47,323                   45,873
    Other long-term liabilities                   3,659                     4,240
    Total liabilities               241,427                 237,471
    Commitments and contingencies      
    Stockholders’ Equity:      
    Preferred stock                         —                           —
    Common stock, 30,000 shares authorized, par value $0.01; 13,784 and 13,762 shares issued, respectively                      138                        138
    Additional paid-in capital               118,768                 118,415
    Retained earnings               156,362                 151,508
    Treasury shares, at cost, 1,310 shares for each of the dates presented, respectively               (15,004)                 (15,004)
    Total stockholders’ equity               260,264                 255,057
    Total liabilities and stockholders’ equity $           501,691   $           492,528
    NATURAL GAS SERVICES GROUP, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (in thousands, except earnings per share)
    (unaudited)
       
      Three months ended
      March 31,
      2025   2024
    Revenue:      
    Rental $             38,910   $             33,734
    Sales                   1,927                     2,503
    Aftermarket services                      546                        670
    Total revenue                 41,383                   36,907
    Cost of revenue (excluding depreciation and amortization):      
    Rental                 14,840                   13,114
    Sales                   2,016                     2,180
    Aftermarket services                      271                        500
    Total cost of revenues (excluding depreciation and amortization)                 17,127                   15,794
    Selling, general and administrative expense                   5,378                     4,702
    Depreciation and amortization                   8,636                     7,087
    Inventory allowance                         61                           —
    Retirement of rental equipment                      728                             5
    Gain on sale of assets, net                       (54)                           —
    Total operating costs and expenses                 31,876                   27,588
    Operating income                   9,507                     9,319
    Other income (expense):      
    Interest expense                 (3,170)                   (2,935)
    Other income (expense)                         (1)                        193
    Total other income (expense), net                 (3,171)                   (2,742)
    Income before income taxes                   6,336                     6,577
    Provision for income taxes                 (1,482)                   (1,479)
    Net income $                4,854   $                5,098
    Earnings per share:      
    Basic                     0.39                       0.41
    Diluted                     0.38                       0.41
    Weighted average shares outstanding:      
    Basic                 12,462                   12,380
    Diluted                 12,611                   12,465
    NATURAL GAS SERVICES GROUP, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in thousands)
    (unaudited)
      Three months ended
      March 31,
      2025   2024
    CASH FLOWS FROM OPERATING ACTIVITIES:      
    Net income $             4,854   $             5,098
    Adjustments to reconcile net income to net cash provided by operating activities:      
    Depreciation and amortization                 8,636                   7,087
    Inventory allowance                      61                        —
    Retirement of rental equipment                    728                          5
    Gain on sale of assets, net                    (54)                        —
    Amortization of debt issuance costs                    212                      150
    Deferred income taxes                 1,450                   1,456
    Stock-based compensation                    359                      274
    Provision for credit losses                    208                      110
    Loss (gain) on company owned life insurance                      17                    (184)
    Changes in operating assets and liabilities:      
    Trade accounts receivables                        3                 (3,265)
    Inventory                    647                   2,650
    Prepaid expenses and prepaid income taxes                      64                      250
    Accounts payable and accrued liabilities                 4,617                 (8,380)
    Other                  (535)                      358
    NET CASH PROVIDED BY OPERATING ACTIVITIES              21,267                   5,609
    CASH FLOWS FROM INVESTING ACTIVITIES:      
    Purchase of rental equipment, property and other equipment             (19,256)               (10,932)
    Purchase of company owned life insurance                      —                         (9)
    NET CASH USED IN INVESTING ACTIVITIES             (19,256)               (10,941)
    CASH FLOWS FROM FINANCING ACTIVITIES:      
    Proceeds from credit facility borrowings                 6,000                   8,000
    Repayments of credit facility borrowings               (8,000)                        —
    Payments of other long-term liabilities                      —                    (175)
    Taxes paid related to net share settlement of equity awards                       (6)                        —
    NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES               (2,006)                   7,825
    NET CHANGE IN CASH AND CASH EQUIVALENTS                        5                   2,493
    CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                 2,142                   2,746
    CASH AND CASH EQUIVALENTS AT END OF PERIOD $             2,147   $             5,239
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:      
    Interest paid $             3,510   $             6,220
    Income taxes paid $                   16   $                   —
    NON-CASH TRANSACTIONS      
    Accrued purchases of property and equipment $                 524   $                   —
    Right of use asset acquired through an finance lease $                   —   $                 532

    The MIL Network

  • MIL-OSI: Royalty Pharma Announces Shareholder Approval of its External Manager Acquisition

    Source: GlobeNewswire (MIL-OSI)

    • Received overwhelming shareholder approval with 99.9% of votes cast in favor
    • Simplified structure benefits shareholders through strengthened shareholder alignment, enhanced governance, significant cash savings and increased economic return on investments
    • Significant annual cash savings of greater than $100 million in 2026 growing to over $175 million in 2030, with cumulative savings of more than $1.6 billion over ten years
    • Royalty Pharma’s diversified royalty portfolio to be combined with intellectual capital and investment platform of the Manager to advance shareholder value creation

    NEW YORK, May 12, 2025 (GLOBE NEWSWIRE) — Royalty Pharma plc (Nasdaq: RPRX) today announced that shareholders overwhelmingly approved its previously announced external manager acquisition, with 99.9% voting in favor at Royalty Pharma’s 2025 Annual General Meeting and Special Meeting of Shareholders (the “Meeting”), marking a key milestone for the company.

    “We are pleased to announce shareholder approval of our manager internalization, an important step that strengthens our corporate governance, enhances transparency, and further aligns our leadership team with shareholder interests,” said Pablo Legorreta, founder and Chief Executive Officer of Royalty Pharma. “We are grateful for the strong support from our shareholders, and remain focused on delivering long-term value through our differentiated, innovation-focused business model.”

    With shareholder approval, Royalty Pharma will proceed with its transition from an external manager model to an integrated corporate structure, with the Royalty Pharma executive team and employees becoming direct employees of the company.

    Key Benefits to Shareholders

    The transaction is expected to result in multiple benefits for shareholders. On a financial basis, the acquisition is expected to reduce costs and enhance economic returns on investments. Specifically, the acquisition will generate cash savings of greater than $100 million in 2026 and greater than $175 million in 2030, and drive cumulative savings of greater than $1.6 billion over ten years. The acquisition also increases shareholder alignment, enhances corporate governance, ensures management continuity, maximizes employee retention as a result of the 5 to 9 year vesting of the shares received by management and simplifies Royalty Pharma’s corporate structure. Lastly, internalizing the Manager has the potential to expand Royalty Pharma’s shareholder base and further enhance the company’s valuation over time.

    Meeting Results

    At the Meeting held on May 12, 2025, 99.9% of votes cast were in favor of the internalization proposal.

    RP Management Internalization Transaction Terms

    Royalty Pharma will acquire the Manager for approximately 24.5 million shares of Royalty Pharma equity that will vest over 5 to 9 years, approximately $100 million in cash1, and the assumption of $380 million of existing Manager debt. The total transaction value of approximately $1.1 billion (based on the closing price of Royalty Pharma’s Class A ordinary shares of $26.20 on January 8, 2025), with the majority paid in long-term deferred equity, is expected to be more than offset by cumulative cash savings of greater than $1.6 billion over the next ten years. The equity component will represent approximately 4% of shares outstanding, assuming all shares vest.

    The closing of the internalization transaction will be subject to customary closing conditions, including required regulatory approvals. Royalty Pharma anticipates the transaction will close in May 2025.

    Background on the Manager

    Since its founding in 1996, Royalty Pharma had operated under an external management model, relying on a separate Manager, owned by Pablo Legorreta and other members of senior management, for all operations and personnel. The company paid quarterly fees to the Manager equal to 6.5% of Portfolio Receipts and 0.25% of the value of security investments. Following the internalization transaction, Royalty Pharma will no longer be externally managed, and all employees of the Manager will become employees of Royalty Pharma. Prior to 2024, Pablo Legorreta was the sole owner of the Manager. In early 2024, equity interests in the Manager were granted to 35 team members to support long-term succession planning and enhance alignment; these shares will vest over 10 years. Management (excluding Pablo Legorreta) will receive approximately 50% of the equity issued in the transaction, which will continue to vest through 2033. Pablo Legorreta agreed to have his equity vest over five years, despite no prior vesting requirement.

    About Royalty Pharma

    Founded in 1996, Royalty Pharma is the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry, collaborating with innovators from academic institutions, research hospitals and non-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. Royalty Pharma has assembled a portfolio of royalties which entitles it to payments based directly on the top-line sales of many of the industry’s leading therapies. Royalty Pharma funds innovation in the biopharmaceutical industry both directly and indirectly – directly when it partners with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when it acquires existing royalties from the original innovators. Royalty Pharma’s current portfolio includes royalties on more than 35 commercial products, including Vertex’s Trikafta, GSK’s Trelegy, Roche’s Evrysdi, Johnson & Johnson’s Tremfya, Biogen’s Tysabri and Spinraza, AbbVie and Johnson & Johnson’s Imbruvica, Astellas and Pfizer’s Xtandi, Novartis’ Promacta, Pfizer’s Nurtec ODT and Gilead’s Trodelvy, and 15 development-stage product candidates. For more information, visit www.royaltypharma.com.

    Forward-Looking Statements

    The information set forth herein does not purport to be complete or to contain all of the information you may desire. Statements contained herein are made as of the date of this document unless stated otherwise, and neither the delivery of this document at any time, nor any sale of securities, shall under any circumstances create an implication that the information contained herein is correct as of any time after such date or that information will be updated or revised to reflect information that subsequently becomes available or changes occurring after the date hereof. This document contains statements that constitute “forward-looking statements” as that term is defined in the United States Private Securities Litigation Reform Act of 1995, including statements that express the company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results, in contrast with statements that reflect historical facts. Examples include discussion of Royalty Pharma’s strategies, financing plans, growth opportunities, market growth, and plans for capital deployment, plus the benefits of the internalization transaction, including cash savings, enhanced alignment with shareholders, increased investment returns, expectations regarding management continuity, transparency and governance, and the benefits of simplification to its structure. In some cases, you can identify such forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “target,” “forecast,” “guidance,” “goal,” “predicts,” “project,” “potential” or “continue,” the negative of these terms or similar expressions. Forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to the company. However, these forward-looking statements are not a guarantee of Royalty Pharma’s performance, and you should not place undue reliance on such statements, including because the internalization transaction is subject to shareholder approval. Forward-looking statements are subject to many risks, uncertainties and other variable circumstances, and other factors. Such risks and uncertainties may cause the statements to be inaccurate and readers are cautioned not to place undue reliance on such statements. Many of these risks are outside of Royalty Pharma’s control and could cause its actual results to differ materially from those it thought would occur. The forward-looking statements included in this document are made only as of the date hereof. Royalty Pharma does not undertake, and specifically declines, any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by law. For further information, please reference Royalty Pharma’s reports and documents filed with the U.S. Securities and Exchange Commission (“SEC”) by visiting EDGAR on the SEC’s website at www.sec.gov.

    Use of Non-GAAP Measures

    Adjusted EBITDA and Portfolio Cash Flow are non-GAAP liquidity measures that exclude the impact of certain items and therefore have not been calculated in accordance with GAAP.

    Management believes that Adjusted EBITDA and Portfolio Cash Flow are important non-GAAP measures used to analyze liquidity because they are key components of certain material covenants contained within Royalty Pharma’s credit agreement. Royalty Pharma cautions readers that amounts presented in accordance with the definitions of Adjusted EBITDA and Portfolio Cash Flow may not be the same as similar measures used by other companies or analysts. These non-GAAP liquidity measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for the analysis of Royalty Pharma’s results as reported under GAAP.

    The definitions of Adjusted EBITDA and Portfolio Cash Flow used by Royalty Pharma are the same as the definitions in the credit agreement. Noncompliance with the interest coverage ratio, leverage ratio and Portfolio Cash Flow ratio covenants under the credit agreement could result in lenders requiring the company to immediately repay all amounts borrowed. If Royalty Pharma cannot satisfy these covenants, it would be prohibited under the credit agreement from engaging in certain activities, such as incurring additional indebtedness, paying dividends, making certain payments, and acquiring and disposing of assets. Consequently, Adjusted EBITDA and Portfolio Cash Flow are critical to the assessment of Royalty Pharma’s liquidity.

    Adjusted EBITDA and Portfolio Cash Flow are used by management as key liquidity measures in the evaluation of the company’s ability to generate cash from operations. Management uses Adjusted EBITDA and Portfolio Cash Flow when considering available cash, including for decision-making purposes related to funding of acquisitions, debt repayments, dividends and other discretionary investments. Further, these non-GAAP liquidity measures help management, the audit committee and investors evaluate the company’s ability to generate liquidity from operating activities.

    Royalty Pharma Investor Relations and Communications

    +1 (212) 883-6637
    ir@royaltypharma.com

    1 The cash component of the consideration consists of $200 million in cash less the amount of the management fees paid to the Manager from January 1, 2025 through the closing of the transaction. The transaction is estimated to close during the second quarter of 2025 and the management fee paid through the closing is expected to be approximately $100 million.

    The MIL Network

  • MIL-OSI USA: Department of Homeland Security Investigates State of California for Providing Federal Benefits to Illegal Aliens

    Source: US Federal Emergency Management Agency

    Headline: Department of Homeland Security Investigates State of California for Providing Federal Benefits to Illegal Aliens

    lass=”text-align-center”>Under Secretary Noem’s leadership, DHS will not allow U

    S

    taxpayer dollars to be squandered on illegal aliens 
    LOS ANGELES – Immigration and Customs Enforcement’s Homeland Security Investigations (HSI) Los Angeles Field Office issued a Title 8 subpoena to the State of California’s Cash Assistance Program for Immigrants (CAPI)

    This program provides benefits to aliens who are ineligible for Social Security benefits because of their immigration status

     The subpoena requests all records from the Los Angeles County Department of Public Social Services – who administers the state program – to determine if ineligible illegal aliens received Supplemental Security Income (SSI) from the Social Security Administration, between January 2021 to present

    HSI Los Angeles is subpoenaing the following records:

    Applicant’s Name and Date of Birth
    Copies of Applications
    Immigration Status
    Proof of Ineligibility for SSI from the Social Security Administration
    Affidavits in Support of the Application

    “Radical left politicians in California prioritize illegal aliens over our own citizens, including by giving illegal aliens access to cash benefits,” said Secretary Kristi Noem

    “The Trump Administration is working together to identify abuse and exploitation of public benefits and make sure those in this country illegally are not receiving federal benefits or other financial incentives to stay illegally

    If you are an illegal immigrant, you should leave now

    The gravy train is over

    While this subpoena focuses only on Los Angeles County – it is just the beginning

    ”On April 15, 2025, President Donald Trump signed the Memorandum Preventing Illegal Aliens from Obtaining Social Security Act Benefits to stop incentivizing illegal immigration and protect taxpayer dollars

    The Memorandum directs the Secretary of Homeland Security – in consultation with the Secretaries of Labor and Health and Human Services, the Commissioner of the Social Security Administration, and the Attorney General – to ensure ineligible illegal aliens do not receive funds from Social Security programs and prioritize civil or criminal enforcement against states or localities for potential violations of Title IV of the Personal Responsibility and Work Opportunity Reconciliation Act (PRWORA)

    Under the previous administration, more than 2 million ineligible illegal aliens received a Social Security Number in fiscal year 2024 alone

    Under President Trump’s leadership, the Department of Homeland Security will work with its federal partners to deliver on his promise to put Americans, and their tax dollars, first

    ###

    MIL OSI USA News

  • MIL-OSI USA: Shaheen Statement on U.S. and People’s Republic of China’s Tariff Reversal

    US Senate News:

    Source: United States Senator for New Hampshire Jeanne Shaheen
    (Washington, DC) – U.S. Senator Jeanne Shaheen (D-NH), Ranking Member of the U.S. Senate Foreign Relations Committee and a top member of the U.S. Senate Armed Services and Small Business Committees, released the following statement on the United States’ and the People’s Republic of China’s (PRC) agreement to temporarily roll back tariffs: 
    “For years, I’ve expressed the need to take strategic and targeted action to counter the People’s Republic of China’s unfair economic practices to safeguard American industries that are key to our national security and economic prosperity. Given the interconnectedness of global supply chains, this only works if we create a unified front with our allies and partners. On both counts, President Trump has done the exact opposite, with only economic damage and uncertainty to show for returning to square one. 
    “Across the board tariffs on allies and adversaries alike have driven up prices for American families and created uncertainty for domestic manufacturers and small business owners. And instead of taking a targeted approach against unfair PRC economic practices, President Trump imposed blanket tariffs that his own Treasury Secretary said were ‘unsustainable’ and then immediately folded to the PRC with little to show for it. 
    “While the administration sows chaos, confusion and calamity, let’s not forget that this whiplash hits everyday families and businesses the hardest. Granite Staters can trust that I’ll continue calling attention to the devastating impacts of President Trump’s policies and pushing back against the damages they cause for our state and country. I’m urging my colleagues to come together to pass my Protecting Americans from Tax Hikes on Imported Goods Act to prevent the President from raising and lowering tariffs on a whim, giving businesses certainty and keeping families’ costs lower.” 
    Senator Shaheen is helping lead efforts in Congress to mitigate the harmful impacts of President Trump’s tariffs. In a letter to U.S. Secretary of Defense Pete Hegseth last month, Shaheen raised concerns about how the President’s trade war harms defense supply chains and ultimately weakens America’s military readiness. Shaheen also took to the Senate floor to highlight the devastating impacts that President Trump’s tariffs and trade war will have on American families and the economy. In January, Shaheen introduced the Protecting Americans from Tax Hikes on Imported Goods Act which would limit the president’s ability to leverage sweeping tariffs that increase costs for American consumers and families. Her effort to pass this bill by unanimous consent was blocked by Senate Republicans. In recent months, Shaheen has traveled across the Granite State to visit businesses including Chatila’s Bakery, C&J, DCI Furniture, Mount Cabot Maple, American Calan Inc. and NH Ball Bearings to hear directly from Granite Staters impacted by the administration’s tariffs.      

    MIL OSI USA News

  • MIL-OSI: Main Street Financial Services Corp. Annual Meeting Voting Results

    Source: GlobeNewswire (MIL-OSI)

    WOOSTER, Ohio, May 12, 2025 (GLOBE NEWSWIRE) — On May 8, 2025, Main Street Financial Services Corp. (OTCQX: MSWV) (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The inspector of elections delivered its final report of voting results for each of the matters submitted to a vote.

    Proposal 1: To elect three (3) directors to serve until the 2028 annual meeting of stockholders.

    The three nominees who received a majority of “FOR” votes are elected as directors. The final report of the inspector of elections tabulation of voting results is set forth below:

    Board of Directors Nominees:

    Nominee For Withheld Broker Non-Votes
    David L. Lehman 4,202,702 213,723 1,436,249
    Debra A. Marthey 4,235,821 180,604 1,436,249
    Lance J. Ciroli 4,234,034 182,322 1,436,249

    Proposal 2: Vote on the Approval of the 2025 Equity Incentive Plan

    According to the final report of the inspector of election tabulation voting results, stockholders approved the proposed 2025 Equity Incentive Plan. The final report of the inspector of elections tabulation of voting results is set forth below:

    For Against Abstain Broker Non-Votes
    3,927,358 418,074 70,993 1,436,249

    Proposal 3: To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

    According to the final report of the inspector of election tabulation of voting results, stockholders ratified the appointment of Forvis Mazars, LLP as independent registered public accounting firm for the year ending December 31, 2025, by the votes indicated below:

    For Against Abstain Broker Non-Votes
    5,657,798 134,842 60,034

    Executive Chair Mark R. Witmer commented on the results, “We are incredibly grateful for the continued support and confidence of our shareholders. This past year marked a pivotal moment in our company’s history, with the successful completion of our merger and encouraging financial results. The approval of all the proposals at this year’s annual meeting reflects our shared vision for long-term growth and stability. We remain committed to delivering value, driving growth, and strengthening the communities we serve as we move forward together.”

    Forward-LookingStatements
    This release contains forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995) that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance and financial results. Actual results may differ materially from the results discussed in these forward-looking statements, because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. The forward-looking statements in this letter speak only as to the date of this release. Main Street Financial Services Corp. expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations upon which such statements are based.

    Contact Information:
    Matthew Hartzler
    SVP, Chief Financial Officer
    (330) 264-5767

    The MIL Network

  • MIL-OSI: CPS Announces First Quarter 2025 Earnings

    Source: GlobeNewswire (MIL-OSI)

    • Revenues of $106.9 million compared to $91.7 million in the prior year period
    • Net income of $4.7 million, or $0.19 per diluted share
    • Total portfolio balance of $3.615 billion, highest in company history
    • New contract purchases of $451.2 million

    LAS VEGAS, NV, May 12, 2025 (GLOBE NEWSWIRE) — Consumer Portfolio Services, Inc. (Nasdaq: CPSS) (“CPS” or the “Company”) today announced earnings of $4.7 million, or $0.19 per diluted share, for its first quarter ended March 31, 2025. This compares to a net income of $4.6 million, or $0.19 per diluted share, in the first quarter of 2024.

    Revenues for the first quarter of 2025 were $106.9 million, an increase of $15.2 million, or 16.6%, compared to $91.7 million for the first quarter of 2024.  Total operating expenses for the first quarter of 2025 were $100.1 million compared to $85.2 million for the 2024 period.  Pretax income for the first quarter of 2025 was $6.8 million compared to pretax income of $6.6 million in the first quarter of 2024.

    During the first quarter of 2025, CPS purchased $451.2 million of new contracts compared to $457.8 million during the fourth quarter of 2024, and $346.3 million during the first quarter of 2024. The Company’s receivables totaled $3.615 billion as of March 31, 2025, an increase from $3.491 billion as of December 31, 2024, and an increase from $3.021 billion as of March 31, 2024.

    Annualized net charge-offs for the first quarter of 2025 were 7.54% of the average portfolio as compared to 7.84% for the first quarter of 2024. Delinquencies greater than 30 days (including repossession inventory) were 12.35% of the total portfolio as of March 31, 2025, compared to 12.39% as of March 31, 2024.

    “We started off the year by posting the highest amount in new loan originations for any first quarter in company history,” said Charles E. Bradley, Chief Executive Officer. “This positions us well for the remainder of the year, as we remain focused on driving the company forward.”  

    Conference Call

    CPS announced that it will hold a conference call on May 13, 2025 at 1:00 p.m. ET to discuss its first quarter 2025 operating results. 

    Those wishing to participate can pre-register for the conference call at the following link https://register-conf.media-server.com/register/BIa727447d5fdf49d4b7da9c96f3d668b7. Registered participants will receive an email containing conference call details for dial-in options. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the schedule start time. A replay will be available beginning two hours after conclusion of the call for 12 months via the Company’s website at https://ir.consumerportfolio.com/investor-relations.

    About Consumer Portfolio Services, Inc.

    Consumer Portfolio Services, Inc. is an independent specialty finance company that provides indirect automobile financing to individuals with past credit problems or limited credit histories. We purchase retail installment sales contracts primarily from franchised automobile dealerships secured by late model used vehicles and, to a lesser extent, new vehicles. We fund these contract purchases on a long-term basis primarily through the securitization markets and service the contracts over their lives.

    Forward-looking statements in this news release include the Company’s recorded figures representing allowances for remaining expected lifetime credit losses, its estimates of fair value (most significantly for its receivables accounted for at fair value), its provision for credit losses, its entries offsetting the preceding, and figures derived from any of the preceding. In each case, such figures are forward-looking statements because they are dependent on the Company’s estimates of losses to be incurred in the future. The accuracy of such estimates may be adversely affected by various factors, which include the following: possible increased delinquencies; repossessions and losses on retail installment contracts; incorrect prepayment speed and/or discount rate assumptions; possible unavailability of qualified personnel, which could adversely affect the Company’s ability to service its portfolio; possible increases in the rate of consumer bankruptcy filings, which could adversely affect the Company’s rights to collect payments from its portfolio; other changes in government regulations affecting consumer credit; possible declines in the market price for used vehicles, which could adversely affect the Company’s realization upon repossessed vehicles; and economic conditions in geographic areas in which the Company’s business is concentrated. Any or all of such factors also may affect the Company’s future financial results, as to which there can be no assurance. Any implication that the results of the most recently completed quarter are indicative of future results is disclaimed, and the reader should draw no such inference. Factors such as those identified above in relation to losses to be incurred in the future may affect future performance.

    Investor Relations Contact

    Danny Bharwani, Chief Financial Officer

    949-753-6811

     
    Consumer Portfolio Services, Inc. and Subsidiaries
    Condensed Consolidated Statements of Operations
    (In thousands, except per share data)
    (Unaudited)
           
      Three months ended
      March 31,
        2025       2024  
    Revenues:      
    Interest income $ 101,933     $ 84,288  
    Mark to finance receivables measured at fair value   3,500       5,000  
    Other income   1,441       2,456  
        106,874       91,744  
    Expenses:      
    Employee costs   25,033       24,416  
    General and administrative   13,542       13,753  
    Interest   54,918       41,968  
    Provision for credit losses   (979 )     (1,635 )
    Other expenses   7,558       6,685  
        100,072       85,187  
    Income before income taxes   6,802       6,557  
    Income tax expense   2,108       1,967  
    Net income $ 4,694     $ 4,590  
           
    Earnings per share:      
    Basic $ 0.22     $ 0.22  
    Diluted $ 0.19     $ 0.19  
           
           
    Number of shares used in computing earnings per share:      
    Basic   21,444       21,143  
    Diluted   24,325       24,602  
                   
    Condensed Consolidated Balance Sheets
    (In thousands)
    (Unaudited)
           
           
      March 31,   December 31,
        2025       2024  
    Assets:      
    Cash and cash equivalents $ 29,841     $ 11,713  
    Restricted cash and equivalents   153,637       125,684  
    Finance receivables measured at fair value   3,449,106       3,313,767  
           
    Finance receivables   3,109       5,420  
    Allowance for finance credit losses   (249 )     (433 )
    Finance receivables, net   2,860       4,987  
           
           
    Deferred tax assets, net   826       1,010  
    Other assets   37,336       36,707  
      $ 3,673,606     $ 3,493,868  
           
    Liabilities and Shareholders’ Equity:      
    Accounts payable and accrued expenses $ 75,289     $ 70,151  
    Warehouse lines of credit   365,683       410,898  
    Residual interest financing   163,391       99,176  
    Securitization trust debt   2,743,269       2,594,384  
    Subordinated renewable notes   27,547       26,489  
        3,375,179       3,201,098  
           
    Shareholders’ equity   298,427       292,770  
      $ 3,673,606     $ 3,493,868  
                   
    Operating and Performance Data ($ in millions)        
         
        At and for the
        Three months ended
        March 31,
          2025       2024  
             
    Contracts purchased   $ 451.22     $ 346.30  
    Contracts securitized   $ 462.54     $ 300.61  
             
    Total portfolio balance (1)   $ 3,614.55     $ 3,021.19  
    Average portfolio balance (1)   $ 3,572.64     $ 2,993.82  
             
             
    Delinquencies (1)        
    31+ Days     9.75 %     9.98 %
    Repossession Inventory     2.60 %     2.41 %
    Total Delinquencies and Repo. Inventory     12.35 %     12.39 %
             
    Annualized Net Charge-offs as % of Average Portfolio (1)     7.54 %     7.84 %
             
    Recovery rates (1), (2)     27.7 %     33.3 %
                     
      For the
      Three months ended
      March 31,
      2025   2024
      $ (3)   % (4)   $ (3)   % (4)
    Interest income $ 101.93     11.4 %   $ 84.29     11.3 %
    Mark to finance receivables measured at fair value   3.50     0.4 %     5.00     0.7 %
    Other income   1.44     0.2 %     2.46     0.3 %
    Interest expense   (54.92 )   -6.1 %     (41.97 )   -5.6 %
    Net interest margin   51.96     5.8 %     49.78     6.7 %
    Provision for credit losses   0.98     0.1 %     1.64     0.2 %
    Risk adjusted margin   52.94     5.9 %     51.41     6.9 %
    Other operating expenses (5)   (46.13 )   -5.2 %     (44.85 )   -6.0 %
    Pre-tax income $ 6.80     0.8 %   $ 6.56     0.9 %
                               
    (1)  Excludes third party portfolios.
    (2)  Wholesale auction liquidation amounts (net of expenses) as a percentage of the account balance at the time of sale.
    (3)  Numbers may not add due to rounding.
    (4)  Annualized percentage of the average portfolio balance.  Percentages may not add due to rounding.  
    (5)  Total pre-tax expenses less provision for credit losses and interest expense.
                               

    The MIL Network

  • MIL-OSI: Resolute Holdings Reports First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, May 12, 2025 (GLOBE NEWSWIRE) — Resolute Holdings Management, Inc. (“Resolute Holdings”) (Nasdaq: RHLD), an operating management company responsible for providing management services to CompoSecure Holdings, L.L.C. (“CompoSecure Holdings”), a wholly owned subsidiary of CompoSecure, Inc. (“CompoSecure”) (Nasdaq: CMPO), today reported financial results for its fiscal first quarter ending March 31, 2025. Resolute Holdings reported first quarter earnings per share attributable to common stockholders of ($0.39) and Non-GAAP Fee-Related Earnings per share of ($0.07).

    “The first quarter was foundational for Resolute Holdings, with the spin-off from CompoSecure completed in February. We experienced a higher than normal tax provision and post spin-off professional fees in the quarter but reiterate our expectation for limited profitability for the full year with approximately $3.0mm of quarterly management fee revenue. I am pleased with the team we have assembled and believe our unique combination of permanent capital and differentiated operating capabilities position us well for the future,” said Tom Knott, Resolute Holdings’ Chief Executive Officer.

    Dave Cote, Resolute Holdings’ Executive Chairman added “We are encouraged by the ongoing work to improve operations, drive organic growth, and build a high-performance culture at CompoSecure. In the first quarter, we also increased our efforts to evaluate potential acquisitions and anticipate those efforts to remain significant through 2025 and beyond. We are pleased with our start to the year and remain focused on supporting CompoSecure while rigorously evaluating potential acquisitions that meet our core investment criteria.”

    As a result of the spin-off from CompoSecure and execution of the Management Agreement with CompoSecure Holdings, Resolute Holdings is required to consolidate the financial results of CompoSecure Holdings in accordance with U.S. GAAP. This presentation of financial results does not represent the underlying economics or the positive attributes of Resolute Holdings’ standalone business model, which consist of recurring, long-duration management fees and a relatively fixed expense base. The results of the Resolute Holdings standalone business and associated Non-GAAP Fee-Related Earnings calculation are included below to provide a clear picture of the economic performance of the business directly attributable to shareholders of RHLD. This release includes such results presented in accordance with U.S. GAAP, as well as certain Non-GAAP measures, including Fee-Related Earnings. See “Use of Non-GAAP Financial Measures” below.

    Resolute Holdings Segment Financial Information (GAAP); Fee-Related Earnings and Fee-Related Earnings Per Share (Non-GAAP) ($ in thousands except per share figures)
        
        Three months
        ended
        March, 31 2025
    Management fees   $ 1,129  
    Selling, general and administrative expenses     3,926  
    Income from operations     (2,797 )
    Total other income (expense)     (1 )
    Income (loss) before income taxes     (2,798 )
    Income tax (expense)     (568 )
    Net income (loss)     (3,366 )
    Net income (loss) attributable to non-controlling interest      
    Net income (loss) attributable to common stockholders     (3,366 )
    Net income (loss) per share attributable to common stockholders – diluted   $ (0.39 )
           
    Adjustments to reconcile Fee-Related Earnings to net income (loss) attributable to common stockholders:      
    Add: Equity-based compensation at CompoSecure (1)     1,148  
    Add: Pro forma management fees from Jan 1, 2025 to Feb 27, 2025 (2)     2,046  
    Add: Spin-Off costs (3)     290  
    Net tax impact of adjustments (4)     (724 )
    Fee-Related Earnings     (606 )
    Fee-Related Earnings per share – diluted   $ (0.07 )
    (1) Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the CompoSecure Equity Plan. Equity granted under the CompoSecure Equity Plan relates to CompoSecure Class A common stock and has no impact on Resolute Holdings’ common stock outstanding.
    (2) Incremental management fees as if the CompoSecure Management Agreement was executed on January 1, 2025.
    (3) One-time costs associated with the Spin-Off from CompoSecure.
    (4) Tax-effect of adjustments at a 31% effective tax rate. Only applied to those adjustments that would impact Resolute Holdings’ taxes. Equity-based compensation expense under the CompoSecure Equity Plan is expensed for tax purposes at CompoSecure and not Resolute Holdings.
     

    Exhibit – Structural Relationship & Non-GAAP Financial Summary

    About Resolute Holdings Management, Inc.

    Resolute Holdings (Nasdaq: RHLD) is an alternative asset management platform led by David Cote and Tom Knott that provides operating management services including the oversight of capital allocation strategy, operational practices, and M&A sourcing and execution at CompoSecure Holdings and other managed businesses in the future. Resolute Holdings brings a differentiated approach to long-term value creation through the systematic deployment of the Resolute Operating System, which will create value at both the underlying managed businesses and at Resolute Holdings. For additional information on Resolute Holdings, please refer to Resolute Holdings’ filings with the U.S. Securities and Exchange Commission or please visit www.resoluteholdings.com.

    Cautionary Note Concerning Forward-Looking Statements

    This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although Resolute Holdings believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, Resolute Holdings cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning Resolute Holdings’ expectations regarding personnel, future platform acquisitions, limited profitability for the year ending December 31, 2025, revenues from management fees, the deployment of the Resolute Operating System, market opportunities, possible or assumed future actions, business strategies, events, or results of operations, and other matters, are forward-looking statements. In some instances, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, among others, could affect Resolute Holdings’ future results and could cause those results or other outcomes to differ materially from those expressed or implied in Resolute Holdings’ forward-looking statements: the timing and amount of the management fees payable to Resolute Holdings, including unexpected fluctuations therein, unexpected changes in costs, risks associated with the implementation of the Resolute Operating System, unexpected market and macroeconomic developments, demand for Resolute Holdings’ services, the ability of Resolute Holdings to grow and manage growth profitably, compete within its industry and attract and retain its key employees; the possibility that Resolute Holdings may be adversely impacted by other global economic, business, competitive and/or other factors, including but not limited to inflationary pressures, volatile interest rates, variable tariff policies or intensified disruptions in the global financial markets; the outcome of any legal proceedings that may be instituted against Resolute Holdings or others; future exchange and interest rates; and other risks and uncertainties, including those under “Risk Factors” in filings that have been made or will be made with the Securities and Exchange Commission. Resolute Holdings undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

    Use of Non-GAAP Financial Measures

    This press release includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. Resolute Holdings believes Fee-Related Earnings and Fee-Related Earnings per share are useful to investors in evaluating Resolute Holdings’ financial performance. Resolute Holdings believes that these non-GAAP financial measures depict the performance of the business and underlying economics attributable to Resolute Holdings common stockholders. Fee-Related Earnings and Fee-Related Earnings per share should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from Fee-Related Earnings and Fee-Related Earnings per share are significant components in understanding and assessing Resolute Holdings’ financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income, net income per share, or any other performance measures derived in accordance with U.S. GAAP and may be different from similarly titled non-GAAP measures used by other companies.

    For investor inquiries, please contact:

    Resolute Holdings
    (212) 256-8405
    info@resoluteholdings.com

     
    Consolidated Balance Sheets
    Resolute Holdings Management, Inc.
    ($ in thousands, except par value and share amounts)
                 
           March 31,       December 31, 
        2025   2024
        Unaudited      
    ASSETS            
    CURRENT ASSETS            
    Cash and cash equivalents   $ 71,017     $ 71,589  
    Accounts receivable     54,188       47,449  
    Inventories, net     47,501       44,833  
    Prepaid expenses and other current assets     3,450       2,696  
    Deferred tax asset     24       24  
    Total current assets     176,180       166,591  
                 
    Property and equipment, net     21,917       23,448  
    Right of use assets, net     10,238       5,404  
    Derivative asset – interest rate swap     1,996       2,749  
    Deposits and other assets     3,957       3,600  
    Total assets   $ 214,288     $ 201,792  
                 
    LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)            
    CURRENT LIABILITIES            
    Accounts payable   $ 11,414     $ 5,691  
    Accrued expenses     16,196       20,062  
    Bonus payable     4,199       8,466  
    Commission payable     2,400       2,563  
    Current portion of long-term debt     12,500       11,250  
    Current portion of lease liabilities – operating leases     2,110       2,113  
    Total current liabilities     48,819       50,145  
                 
    Long-term debt, net of deferred financing costs     180,713       184,389  
    Lease liabilities, operating leases     8,762       3,888  
    Total liabilities     238,294       238,422  
                 
    Commitments and contingencies (Note 16)            
                 
    Preferred stock, $0.0001 par value; 100,000,000 shares authorized, 0 shares issued and outstanding            
    Common stock, $0.0001 par value; 1,000,000,000 shares authorized, 8,525,998 and 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.            
    Additional paid-in capital     14,569       1,544  
    Accumulated deficit     (5,700 )     (2,334 )
    Total stockholders’ equity (deficit)     8,869       (790 )
    Non-controlling interest     (32,875 )     (35,840 )
    Total equity (deficit)     (24,006 )     (36,630 )
    Total liabilities and stockholders’ equity (deficit)   $ 214,288     $ 201,792  
                     
    Consolidated Statements of Operations
    Resolute Holdings Management, Inc.
    ($ in thousands, except per share amounts)
                 
        Three months ended
        March 31, 
        2025   2024
    Net sales   $ 103,889     $ 104,010  
    Cost of sales     49,342       48,797  
    Gross profit     54,547       55,213  
    Operating expenses:            
    Selling, general and administrative expenses     28,926       22,770  
    Income from operations     25,621       32,443  
                 
    Other income (expense):            
    Change in fair value of derivative liability – convertible notes redemption make-whole provision           (297 )
    Interest income     1,077       1,104  
    Interest expense     (3,384 )     (6,537 )
    Amortization of deferred financing costs     (131 )     (327 )
    Total other expense, net     (2,438 )     (6,057 )
    Income (loss) before income taxes     23,183       26,386  
    Income tax (expense)     (568 )      
    Net income (loss)   $ 22,615     $ 26,386  
                 
    Net income (loss) attributable to non-controlling interest     25,981       26,386  
                 
    Net income (loss) attributable to common stockholders   $ (3,366 )   $  
                 
    Net income (loss) per share attributable to common stockholders – basic & diluted   $ (0.39 )   $  
                 
    Weighted average shares used to compute net income (loss) per share attributable to common stockholders – basic & diluted (in thousands)     8,526       8,526  
                 
    Consolidated Statements of Cash Flows
    Resolute Holdings Management, Inc.
    ($ in thousands)
     
        Three months ended March 31, 
           2025      2024
                 
    Cash flows from operating activities:            
    Net income (loss)   $ 22,615     $ 26,386  
    Adjustments to reconcile net income (loss) to net cash provided by operating activities            
    Depreciation and amortization     2,273       2,221  
    Equity-based compensation expense     6,046       4,167  
    Amortization of deferred financing costs     131       345  
    Non-cash operating lease expense     615       587  
    Change in fair value of derivative liability – convertible notes redemption make-whole provisions           297  
    Changes in assets and liabilities            
    Accounts receivable     (6,739 )     5,378  
    Inventories     (2,668 )     (2,657 )
    Prepaid expenses and other assets     (754 )     654  
    Accounts payable     5,723       (369 )
    Accrued expenses     (3,866 )     460  
    Lease liabilities     (578 )     (603 )
    Other liabilities     (4,430 )     (1,198 )
    Net cash provided by operating activities     18,368       35,668  
                 
    Cash flows from investing activities:            
    Purchase of property and equipment     (576 )     (1,613 )
    Capitalized software costs     (580 )      
    Net cash used in investing activities     (1,156 )     (1,613 )
                 
    Cash flows from financing activities:            
    Payment of term loan     (2,500 )     (4,688 )
    Distributions to CompoSecure Holdings members           (13,422 )
    Contribution by CompoSecure Holdings     11,869        
    Contribution to Resolute Holdings     (11,869 )      
    Payments for taxes related to net share settlement of CompoSecure equity awards     (15,284 )     (3,426 )
    Transfer to CompoSecure           (442 )
    Net cash used in financing activities     (17,784 )     (21,978 )
                 
    Net increase (decrease) in cash and cash equivalents     (572 )     12,077  
                 
    Cash and cash equivalents, beginning of period     71,589       38,191  
                 
    Cash and cash equivalents, end of period   $ 71,017     $ 50,268  
                 
    Supplementary disclosure of cash flow information:            
    Cash paid for interest expense   $ 3,299     $ 4,175  
    Supplemental disclosure of non-cash financing activities:            
    Consolidation of CompoSecure Holdings net assets (liabilities), excluding cash, from execution of CompoSecure Management Agreement   $ (98,508 )   $  
    Derivative asset – interest rate swap   $ (753 )   $ 487  
                     
    Segment Statements of Operations and Non-GAAP Reconciliations
    Resolute Holdings Management, Inc.
    ($ in thousands, except per share amounts)
     
          Three months ended
          March 31, 2025
          ($ in thousands except per share figures)
        Resolute   CompoSecure   Intercompany/      
        Holdings   Holdings   Eliminations   Consolidated
    Management fees   $ 1,129     $     $ (1,129 )   $  
    Product sales           103,889             103,889  
    Net sales     1,129       103,889       (1,129 )     103,889  
    Cost of sales           49,342             49,342  
    Gross profit     1,129       54,547       (1,129 )     54,547  
    Total selling, general and administrative expenses     3,926       27,939       (2,939 )     28,926  
    Income from operations     (2,797 )     26,608       1,810       25,621  
    Total other income (expense)     (1 )     (2,437 )           (2,438 )
    Income (loss) before income taxes     (2,798 )     24,171       1,810       23,183  
    Income tax (expense)     (568 )                 (568 )
    Net income (loss)     (3,366 )     24,171       1,810       22,615  
    Net income (loss) attributable to non-controlling interest           24,171       1,810       25,981  
    Net income (loss) attributable to common stockholders     (3,366 )                 (3,366 )
    Net income (loss) per share attributable to common stockholders – diluted   $ (0.39 )               $ (0.39 )
                             
    Adjustments to reconcile fee-related earnings to net income (loss) attributable to common stockholders:                        
    Add: Equity-based compensation at CompoSecure (1)     1,148                   1,148  
    Add: Pro forma management fees from Jan 1, 2025 to Feb 27, 2025 (2)     2,046                   2,046  
    Add: Spin-Off costs (3)     290                   290  
    Net tax impact of adjustments (4)     (724 )                 (724 )
    Fee-Related Earnings     (606 )                 (606 )
    Fee-Related Earnings per share – diluted   $ (0.07 )               $ (0.07 )
                             
    Weighted average shares used to compute net income (loss) per share attributable to common stockholders and Fee-Related Earnings per share – diluted (in thousands)     8,526                   8,526  
     
    (1) Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the CompoSecure Equity Plan. Equity granted under the CompoSecure Equity Plan relates to CompoSecure Class A common stock and has no impact on Resolute Holdings’ common stock outstanding.
    (2) Incremental management fees as if the CompoSecure Management Agreement was executed on January 1, 2025.
    (3) One-time costs associated with the Spin-Off from CompoSecure.
    (4) Tax-effect of adjustments at a 31% effective tax rate. Only applied to those adjustments that would impact Resolute Holdings’ taxes. Equity-based compensation expense under the CompoSecure Equity Plan is expensed for tax purposes at CompoSecure and not Resolute Holdings.
     
    Additional Information
    Segment Balance Sheets
    Resolute Holdings Management, Inc.
    ($ in thousands, except per share amounts)
     
        March 31, 2025
        ($ in thousands)
        Resolute   CompoSecure   Intercompany/      
        Holdings   Holdings   Eliminations   Consolidated
    ASSETS                        
    CURRENT ASSETS                        
    Cash and cash equivalents   $ 8,847     $ 62,170     $     $ 71,017  
    Accounts receivable     1,129       54,188       (1,129 )     54,188  
    Inventories, net           47,501             47,501  
    Prepaid expenses and other current assets     632       2,818             3,450  
    Deferred tax asset     24                   24  
    Total current assets     10,632       166,677       (1,129 )     176,180  
                             
    Property and equipment, net           21,917             21,917  
    Right of use assets, net     1,110       9,128             10,238  
    Derivative asset – interest rate swap           1,996             1,996  
    Deposits and other assets           3,957             3,957  
    Total assets     11,742       203,675       (1,129 )     214,288  
                             
    LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                        
    CURRENT LIABILITIES                        
    Accounts payable     112       11,236       66       11,414  
    Accrued expenses     1,651       15,674       (1,129 )     16,196  
    Bonus payable           4,199             4,199  
    Commission payable           2,400             2,400  
    Current portion of long-term debt           12,500             12,500  
    Current portion of lease liabilities – operating leases     71       2,039             2,110  
    Total current liabilities     1,834       48,048       (1,063 )     48,819  
                             
    Long-term debt, net of deferred financing costs           180,713             180,713  
    Lease liabilities, operating leases     1,039       7,723             8,762  
    Total liabilities     2,873       236,484       (1,063 )     238,294  
                             
    Additional paid-in capital     14,569                   14,569  
    Accumulated deficit     (5,700 )                 (5,700 )
    Total stockholders’ equity (deficit)     8,869                   8,869  
    Non-controlling interest           (32,809 )     (66 )     (32,875 )
    Total equity (deficit)     8,869       (32,809 )     (66 )     (24,006 )
    Total liabilities and stockholders’ equity (deficit)   $ 11,742     $ 203,675     $ (1,129 )   $ 214,288  
                                     

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/da9510b4-d572-4307-90a4-25015169fd4d

    The MIL Network

  • MIL-OSI: HighPeak Energy, Inc. Announces First Quarter 2025 Financial and Operating Results

    Source: GlobeNewswire (MIL-OSI)

    FORT WORTH, Texas, May 12, 2025 (GLOBE NEWSWIRE) — HighPeak Energy, Inc. (“HighPeak” or the “Company”) (NASDAQ: HPK) today announced financial and operating results for the quarter ended March 31, 2025, provided an updated 2025 development outlook and increased production guidance.

    First Quarter 2025 Highlights

    • Sales volumes averaged approximately 53.1 thousand barrels of crude oil equivalent per day (“MBoe/d”), representing a 6% increase from the fourth quarter 2024.
    • Net income was $36.3 million, or $0.26 per diluted share and EBITDAX (a non-GAAP financial measure defined and reconciled below) was $197.3 million, or $1.40 per diluted share. First quarter 2025 adjusted net income (a non-GAAP financial measure defined and reconciled below) was $42.7 million, or $0.31 per diluted share.
    • Lease operating expenses averaged $6.61 per Boe, excluding workover expenses, representing a 3% decrease compared to the fourth quarter 2024.
    • Generated free cash flow (a non-GAAP financial measure defined and reconciled below) of $10.7 million, reduced long-term debt by $30 million and paid $0.04 per share in dividends.
    • Realized increased drilling and completion efficiency gains, which translated to drilling and completing four additional wells during the first quarter.

    Recent Events

    • Narrowed 2025 production guidance range and increased the midpoint.
    • On May 12, 2025, the Company’s Board of Directors declared a quarterly dividend of $0.04 per common share outstanding payable in June 2025.

    Statement from Jack Hightower, Chairman and CEO:

    In March, we discussed our four pillars of success for 2025 which include: 1) improving corporate efficiency, 2) maintaining capital discipline, 3) optimizing our capital structure, and 4) delivering shareholder value. I would like to take this opportunity to update our shareholders on where we stand and the progress we have made to date.

    Improving Corporate Efficiency
    HighPeak delivered another strong quarter of results, beating production guidance and consensus estimates, while also realizing higher levels of operating efficiencies in our development program. We drilled over 25% faster than our previous expectations, which translated to drilling and completing four additional wells during the first quarter. We are running smoother and more efficiently than ever before, while continuing to keep development costs in line with internal expectations.

    Maintaining Capital Discipline
    Due to the global economic uncertainty and its impact on oil prices, we have moderated our development program by laying down one rig for four months, May through August. Despite the pause, we remain on track to drill and complete the same number of wells in our 2025 guidance because of the gains made through operational efficiencies.

    As detailed on our March conference call, the majority of our 2025 infrastructure capex was first-quarter weighted. Factoring in drilling and completing four additional wells, we accomplished an outsized portion of our planned annual development activity during the first quarter. Going forward, we expect our quarterly capital expenditures to be materially lower and the total for the year to fall within our 2025 guided capex range. Although our operations are running much more efficiently, this is not the proper time to accelerate development activity from our original plan. Additionally, we have complete flexibility from a land and operations perspective to reduce the budget and leave a rig down for longer than the current plan if conditions warrant.

    Optimizing our Capital Structure
    We remain committed to optimizing our capital structure and remain poised to execute our plan once the market has stabilized. We are in a healthy financial position with no near-term debt maturities and are taking proactive steps to keep our balance sheet strong as we navigate this turbulent market.

    Shareholder Value
    Given the current global macro-economic backdrop, this is a time to remain nimble and prudent, which our high-quality asset base allows. As large owners of the Company, management is fully aligned with shareholders and has a long-term outlook on value creation. While markets may be volatile, it is important to remember the fundamental value of our asset base is still strong.

    First Quarter 2025 Operational Update

    HighPeak’s sales volumes during the first quarter of 2025 averaged 53.1 MBoe/d, a six percent increase over the fourth quarter 2024. First quarter sales volumes consisted of approximately 72% crude oil and 86% liquids.

    The Company averaged two drilling rigs and one frac crew during the first quarter, drilled 16 gross (16.0 net) horizontal wells and turned-in-line 13 gross (12.9 net) producing wells. On March 31, 2025, the Company had 28 gross (28.0 net) horizontal wells in various stages of drilling and completion.

    The Company updated its 2025 production guidance range to 48,000 – 50,500 Boe/d.

    HighPeak President, Michael Hollis, commented, “Our strong first quarter production is allowing us to narrow our guided range and increase the midpoint. This speaks to our strong well performance and the high quality of our long lived oily inventory. As seen in the last few commodity price cycles, HighPeak is realizing deflationary cost pressures on both the capex and opex fronts. With our increased operational efficiency, we are doing more with less and at a lower overall cost.”

    First Quarter 2025 Financial Results

    HighPeak reported net income of $36.3 million for the first quarter of 2025, or $0.26 per diluted share, and EBITDAX of $197.3 million, or $1.40 per diluted share. HighPeak reported adjusted net income of $42.7 million for the first quarter of 2025, or $0.31 per diluted share.

    First quarter average realized prices were $71.64 per Bbl of crude oil, $24.21 per Bbl of NGL and $2.34 per Mcf of natural gas, resulting in an overall realized price of $53.84 per Boe, or 75% of the weighted average of NYMEX crude oil prices, excluding the effects of derivatives. HighPeak’s cash costs for the first quarter were $11.94 per Boe, including lease operating expenses of $6.61 per Boe, workover expenses of $0.83 per Boe, production and ad valorem taxes of $3.17 per Boe and G&A expenses of $1.33 per Boe. As a result, the Company’s unhedged EBITDAX per Boe was $41.90 per Boe, or 78% of the overall realized price per Boe for the quarter, excluding the effects of derivatives.

    HighPeak’s first quarter 2025 capital expenditures to drill, complete, equip, provide facilities and for infrastructure were $179.8 million.

    Hedging

    Crude oil. As of March 31, 2025, HighPeak had the following outstanding crude oil derivative instruments and the weighted average crude oil prices and premiums payable per Bbl:

                          Swaps     Collars, Enhanced Collars
    & Deferred
    Premium Puts
     
    Settlement
    Month
      Settlement
    Year
      Type of
    Contract
      Bbls
    Per
    Day
      Index   Price per
    Bbl
        Floor or
    Strike
    Price per
    Bbl
        Ceiling
    Price per
    Bbl
        Deferred
    Premium
    Payable
    per Bbl
     
    Crude Oil:                                                  
    Apr – Jun   2025   Swap     5,500   WTI Cushing   $ 76.37     $     $     $  
    Apr – Jun   2025   Collar     7,989   WTI Cushing   $     $ 64.38     $ 88.55     $ 2.00  
    Apr – Jun   2025   Put     9,000   WTI Cushing   $     $ 65.78     $     $ 5.00  
    Jul – Sep   2025   Swap     3,000   WTI Cushing   $ 75.85     $     $     $  
    Jul – Sep   2025   Collar     7,000   WTI Cushing   $     $ 65.00     $ 90.08     $ 2.28  
    Jul – Sep   2025   Put     9,000   WTI Cushing   $     $ 65.78     $     $ 5.00  
    Oct – Dec   2025   Collar     5,000   WTI Cushing   $     $ 60.00     $ 72.80     $  
    Jan – Mar   2026   Collar     5,000   WTI Cushing   $     $ 60.00     $ 72.80     $  
     

    The Company’s crude oil derivative contracts detailed above are based on reported settlement prices on the New York Mercantile Exchange for West Texas Intermediate pricing.

    Natural gas. As of March 31, 2025, the Company had the following outstanding natural gas derivative instruments and the weighted average natural gas prices payable per MMBtu.

    Settlement Month   Settlement
    Year
      Type of
    Contract
      MMBtu
    Per Day
      Index   Price per
    MMBtu
     
    Natural Gas:                          
    Apr – Jun   2025   Swap     30,000   HH   $ 4.43  
    Jul – Sep   2025   Swap     30,000   HH   $ 4.43  
    Oct – Dec   2025   Swap     30,000   HH   $ 4.43  
    Jan – Mar   2026   Swap     19,667   HH   $ 4.43  
     

    HighPeak added the following natural gas swaps in April 2025.

    Settlement Month   Settlement
    Year
      Type of
    Contract
      MMBtu
    Per Day
      Index   Price per
    MMBtu
     
    Natural Gas:                          
    Jan – Mar   2026   Swap     10,333   HH   $ 4.30  
    Apr – Jun   2026   Swap     30,000   HH   $ 4.30  
    Jul – Sep   2026   Swap     30,000   HH   $ 4.30  
    Oct – Dec   2026   Swap     30,000   HH   $ 4.30  
    Jan – Mar   2027   Swap     19,667   HH   $ 4.30  
     

    Dividends

    During the first quarter of 2025, HighPeak’s Board of Directors approved a quarterly dividend of $0.04 per share, or $5.0 million in dividends paid to stockholders during the quarter. In addition, in May 2025, the Company’s Board of Directors declared a quarterly dividend of $0.04 per share, or approximately $5.0 million in dividends, to be paid on June 25, 2025, to stockholders of record on June 2, 2025. 

    Conference Call

    HighPeak will host a conference call and webcast on Tuesday, May 13, 2025, at 10:00 a.m. Central Time for investors and analysts to discuss its results for the first quarter of 2025. Conference call participants may register for the call here. Access to the live audio-only webcast and replay of the earnings release conference call may be found here. A live broadcast of the earnings conference call will also be available on the HighPeak Energy website at www.highpeakenergy.com under the “Investors” section of the website. A replay will also be available on the website following the call.

    When available, a copy of the Company’s earnings release, investor presentation and Quarterly Report on Form 10-Q may be found on its website at www.highpeakenergy.com.

    About HighPeak Energy, Inc.

    HighPeak Energy, Inc. is a publicly traded independent crude oil and natural gas company, headquartered in Fort Worth, Texas, focused on the acquisition, development, exploration and exploitation of unconventional crude oil and natural gas reserves in the Midland Basin in West Texas. For more information, please visit our website at www.highpeakenergy.com.

    Cautionary Note Regarding Forward-Looking Statements

    The information in this press release contains forward-looking statements that involve risks and uncertainties. When used in this document, the words “believes,” “plans,” “expects,” “anticipates,” “forecasts,” “intends,” “continue,” “may,” “will,” “could,” “should,” “future,” “potential,” “estimate” or the negative of such terms and similar expressions as they relate to HighPeak Energy, Inc. (“HighPeak Energy” or the “Company”) are intended to identify forward-looking statements, which are generally not historical in nature. The forward-looking statements are based on the Company’s current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates. Although the Company believes that the expectations and assumptions reflected in the forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond the Company’s control. For example, the Company’s review of strategic alternatives may not result in a sale of the Company, a recommendation that a transaction occur or result in a completed transaction, and any transaction that occurs may not increase shareholder value, in each case as a result of such risks and uncertainties.

    These risks and uncertainties include, among other things, the results of the strategic review being undertaken by the Company’s Board and the interest of prospective counterparties, the Company’s ability to realize the results contemplated by its 2025 guidance, volatility of commodity prices, political instability or armed conflicts in crude or natural gas producing regions such as the ongoing war between Russia and Ukraine or Israel and Hamas, product supply and demand, the impact of a widespread outbreak of an illness, such as the coronavirus disease pandemic, on global and U.S. economic activity, competition, OPEC+ policy decisions, potential new trade policies, such as tariffs, could adversely affect the Company’s operations, business and profitability, inflationary pressures on costs of oilfield goods, services and personnel, the ability to obtain environmental and other permits and the timing thereof, other government regulation or action, the ability to obtain approvals from third parties and negotiate agreements with third parties on mutually acceptable terms, litigation, the costs and results of drilling and operations, availability of equipment, services, resources and personnel required to perform the Company’s drilling and operating activities, access to and availability of transportation, processing, fractionation, refining and storage facilities, HighPeak Energy’s ability to replace reserves, implement its business plans or complete its development activities as scheduled, access to and cost of capital, the financial strength of counterparties to any credit facility and derivative contracts entered into by HighPeak Energy, if any, and purchasers of HighPeak Energy’s oil, natural gas liquids and natural gas production, uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future, the assumptions underlying forecasts, including forecasts of production, expenses, cash flow from sales of oil and gas and tax rates, quality of technical data, environmental and weather risks, including the possible impacts of climate change, cybersecurity risks and acts of war or terrorism. These and other risks are described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and other filings with the SEC. The Company undertakes no duty to publicly update these statements except as required by law.

    Reserve engineering is a process of estimating underground accumulations of hydrocarbons that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. Reserves estimates included herein may not be indicative of the level of reserves or PV-10 value of oil and natural gas production in the future. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions could impact HighPeak’s strategy and change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil and natural gas that are ultimately recovered.

    Use of Projections

    The financial, operational, industry and market projections, estimates and targets in this press release and in the Company’s guidance (including production, operating expenses and capital expenditures in future periods) are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company’s control. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial, operational, industry and market projections, estimates and targets, including assumptions, risks and uncertainties described in “Cautionary Note Regarding Forward-Looking Statements” above. These projections are speculative by their nature and, accordingly, are subject to significant risk of not being actually realized by the Company. Projected results of the Company for 2025 are particularly speculative and subject to change. Actual results may vary materially from the current projections, including for reasons beyond the Company’s control. The projections are based on current expectations and available information as of the date of this release. The Company undertakes no duty to publicly update these projections except as required by law.

    Drilling Locations

    The Company has estimated its drilling locations based on well spacing assumptions and upon the evaluation of its drilling results and those of other operators in its area, combined with its interpretation of available geologic and engineering data. The drilling locations actually drilled on the Company’s properties will depend on the availability of capital, regulatory approvals, commodity prices, costs, actual drilling results and other factors. Any drilling activities conducted on these identified locations may not be successful and may not result in additional proved reserves. Further, to the extent the drilling locations are associated with acreage that expires, the Company would lose its right to develop the related locations.

    HighPeak Energy, Inc.
    Unaudited Condensed Consolidated Balance Sheet Data
    (In thousands)
        March 31,
    2025
      December 31,
    2024
     
    Current assets:              
    Cash and cash equivalents   $ 51,619     $ 86,649    
    Accounts receivable     78,356       85,242    
    Inventory     8,706       10,952    
    Prepaid expenses     8,301       4,587    
    Derivative instruments     5,620       7,582    
    Total current assets     152,602       195,012    
    Crude oil and natural gas properties, using the successful efforts method of accounting:              
    Proved properties     4,140,881       3,959,545    
    Unproved properties     71,359       70,868    
    Accumulated depletion, depreciation and amortization     (1,293,949 )     (1,184,684 )  
    Total crude oil and natural gas properties, net     2,918,291       2,845,729    
    Other property and equipment, net     3,141       3,201    
    Other noncurrent assets     19,047       19,346    
    Total assets   $ 3,093,081     $ 3,063,288    
                   
    Current liabilities:              
    Current portion of long-term debt, net   $ 120,000     $ 120,000    
    Accounts payable – trade     66,473       74,011    
    Accrued capital expenditures     53,240       35,170    
    Revenues and royalties payable     27,993       26,838    
    Other accrued liabilities     22,065       22,196    
    Derivative instruments     8,275       5,380    
    Operating leases     821       719    
    Advances from joint interest owners           316    
    Total current liabilities     298,867       284,630    
    Noncurrent liabilities:              
    Long-term debt, net     902,844       928,384    
    Deferred income taxes     242,337       232,398    
    Asset retirement obligations     15,058       14,750    
    Operating leases     581       670    
    Commitments and contingencies              
                   
    Stockholders’ equity              
    Common stock     13       13    
    Additional paid-in capital     1,166,786       1,166,609    
    Retained earnings     466,595       435,834    
    Total stockholders’ equity     1,633,394       1,602,456    
    Total liabilities and stockholders’ equity   $ 3,093,081     $ 3,063,288    
     
    HighPeak Energy, Inc.
    Unaudited Condensed Consolidated Statements of Operations
    (in thousands)
        Quarter Ended March 31,
     
        2025   2024
     
    Operating revenues:            
    Crude oil sales   $ 246,424     $ 282,369    
    NGL and natural gas sales     11,024       5,395    
    Total operating revenues     257,448       287,764    
    Operating costs and expenses:            
    Crude oil and natural gas production     35,562       30,271    
    Production and ad valorem taxes     15,152       14,402    
    Exploration and abandonments     264       498    
    Depletion, depreciation and amortization     109,325       130,850    
    Accretion of discount     244       239    
    General and administrative     6,345       4,685    
    Stock-based compensation     177       3,798    
    Total operating costs and expenses     167,069       184,743    
    Other expense           1    
    Income from operations     90,379       103,020    
    Interest income     810       2,392    
    Interest expense     (36,988 )     (43,634 )  
    Loss on derivative instruments, net     (7,927 )     (53,043 )  
    Income before income taxes     46,274       8,735    
    Provision for income taxes     9,939       2,297    
    Net income   $ 36,335     $ 6,438    
                 
    Earnings per share:            
    Basic net income   $ 0.26     $ 0.05    
    Diluted net income   $ 0.26     $ 0.05    
                 
    Weighted average shares outstanding:            
    Basic     123,913       125,696    
    Diluted     127,213       129,641    
                 
    Dividends declared per share   $ 0.04     $ 0.04    
     
    HighPeak Energy, Inc.
    Unaudited Condensed Consolidated Statements of Cash Flows
    (in thousands)
        Quarter Ended March 31,
     
        2025
      2024
     
    CASH FLOWS FROM OPERATING ACTIVITIES:            
    Net income   $ 36,335     $ 6,438    
    Adjustments to reconcile net income to net cash provided by operations:            
    Provision for deferred income taxes     9,939       1,688    
    Loss on derivative instruments     7,927       53,043    
    Cash paid on settlement of derivative instruments     (3,071 )     (5,148 )  
    Amortization of debt issuance costs     2,034       2,053    
    Amortization of discounts on long-term debt     2,426       2,453    
    Stock-based compensation expense     177       3,798    
    Accretion expense     244       239    
    Depletion, depreciation and amortization     109,325       130,850    
    Exploration and abandonment expense     4       274    
    Changes in operating assets and liabilities:            
    Accounts receivable     6,886       (14,414 )  
    Prepaid expenses, inventory and other assets     (1,314 )     (4,722 )  
    Accounts payable, accrued liabilities and other current liabilities     (13,860 )     (5,113 )  
    Net cash provided by operating activities     157,052       171,439    
    CASH FLOWS FROM INVESTING ACTIVITIES:            
    Additions to crude oil and natural gas properties     (179,819 )     (147,698 )  
    Changes in working capital associated with crude oil and natural gas property additions     25,172       1,705    
    Acquisitions of crude oil and natural gas properties     (2,517 )     (2,171 )  
    Proceeds from sales of properties     570          
    Other property additions           (59 )  
    Net cash used in investing activities     (156,594 )     (148,223 )  
    CASH FLOWS FROM FINANCING ACTIVITIES:            
    Repayments under Term Loan Credit Agreement     (120,000 )     (30,000 )  
    Dividends paid     (4,957 )     (5,050 )  
    Dividend equivalents paid     (531 )     (530 )  
    Repurchased shares under buyback program           (8,764 )  
    Debt issuance costs           (7 )  
    Net cash used in financing activities     (35,488 )     (44,351 )  
    Net decrease in cash and cash equivalents     (35,030 )     (21,135 )  
    Cash and cash equivalents, beginning of period     86,649       194,515    
    Cash and cash equivalents, end of period   $ 51,619     $ 173,380    
     
    HighPeak Energy, Inc.
    Unaudited Summary Operating Highlights
        Quarter Ended March 31,  
        2025   2024  
    Average Daily Sales Volumes:              
    Crude oil (Bbls)     38,222       39,959    
    NGLs (Bbls)     7,724       5,147    
    Natural gas (Mcf)     43,096       27,733    
    Total (Boe)     53,128       49,729    
                   
    Average Realized Prices (excluding effects of derivatives):              
    Crude oil per Bbl   $ 71.64     $ 77.65    
    NGL per Bbl   $ 24.21     $ 24.94    
    Natural gas per Mcf   $ 2.34     $ 1.33    
    Total per Boe   $ 53.84     $ 63.59    
                   
    Margin Data ($ per Boe):              
    Average price, excluding effects of derivatives   $ 53.84     $ 63.59    
    Lease operating expenses     (6.61 )     (6.30 )  
    Expense workovers     (0.83 )     (0.39 )  
    Production and ad valorem taxes     (3.17 )     (3.18 )  
    General and administrative expenses     (1.33 )     (1.04 )  
        $ 41.90     $ 52.68    
     
    HighPeak Energy, Inc.
    Unaudited Earnings Per Share Details
        Quarter Ended March 31,  
        2025   2024  
    Net income as reported   $ 36,335     $ 6,438    
    Participating basic earnings     (3,542 )     (605 )  
    Basic earnings attributable to common shareholders     32,793       5,833    
    Reallocation of participating earnings     47       1    
    Diluted net income attributable to common shareholders   $ 32,840     $ 5,834    
                   
    Basic weighted average shares outstanding     123,913       125,696    
    Dilutive warrants and unvested stock options     1,146       1,786    
    Dilutive unvested restricted stock     2,154       2,159    
    Diluted weighted average shares outstanding     127,213       129,641    
                   
    Net income per share attributable to common shareholders:              
    Basic   $ 0.26     $ 0.05    
    Diluted   $ 0.26     $ 0.05    
     
    HighPeak Energy, Inc.
    Unaudited Reconciliation of Net Income to EBITDAX, Discretionary Cash Flow and Net Cash Provided by Operations
    (in thousands)
     
        Quarter Ended March 31,  
        2025   2024  
    Net income   $ 36,335     $ 6,438    
    Interest expense     36,988       43,634    
    Interest income     (810 )     (2,392 )  
    Income tax expense     9,939       2,297    
    Depletion, depreciation and amortization     109,325       130,850    
    Accretion of discount     244       239    
    Exploration and abandonment expense     264       498    
    Stock based compensation     177       3,798    
    Derivative related noncash activity     4,856       47,895    
    Other expense           1    
    EBITDAX     197,318       233,258    
    Cash interest expense     (32,528 )     (39,128 )  
    Other (a)     550       1,558    
    Discretionary cash flow     165,340       195,688    
    Changes in operating assets and liabilities     (8,288 )     (24,249 )  
    Net cash provided by operating activities   $ 157,052     $ 171,439    
    (a)     Includes interest income net of current tax expense, other expense and operating portion of exploration and abandonment expenses.
     
    HighPeak Energy, Inc.
    Unaudited Reconciliation of Net Cash Provided by Operations and Free Cash Flow
    (in thousands)
        Quarter Ended March 31,  
        2025   2024  
    Net cash provided by operating activities   $ 157,052     $ 171,439    
    Add back: net change in operating assets and liabilities     8,288       24,249    
    Operating cash flow before working capital changes     165,340       195,688    
    Additions to crude oil and natural gas properties     (179,819 )     (147,698 )  
    Changes in working capital associated with crude oil and natural gas property additions     25,172       1,705    
    Free cash flow   $ 10,693     $ 49,695    
     
    HighPeak Energy, Inc.
    Unaudited Reconciliation of Net Income to Adjusted Net Income
    (in thousands, except per share data)
        Quarter Ended
    March 31, 2025
     
        Amounts   Amounts per Diluted Share  
    Net income   $ 36,335     $ 0.26    
    Derivative loss, net     7,927       0.06    
    Stock-based compensation     177       0.00    
    Income tax adjustment for above items *     (1,741 )     (0.01 )  
                       
    Adjusted net income   $ 42,698     $ 0.31    
                   
    * Assuming 21% statutory tax rate              
     

    Investor Contact:

    Ryan Hightower
    Vice President, Business Development
    817.850.9204
    rhightower@highpeakenergy.com

    Source: HighPeak Energy, Inc.

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