Category: Economy

  • MIL-OSI USA News: Establishing the United States Investment Accelerator

    Source: The White House

    class=”has-text-align-left”>By the authority vested in me as President by the Constitution and the laws of the United States of America, it is hereby ordered:

    Section 1.  Purpose.  The United States is the most powerful economy in the world, but slow, complex, and burdensome American regulatory processes at every stage of a company’s development and operation make significant domestic and foreign investment harder than necessary.  Regulations hamper investment, permitting, and site selection, and numerous overlapping Federal, State, and local legal regimes with complex and often duplicative requirements significantly delay construction.  It is in the interest of the American people that the Federal Government dramatically expand its assistance to companies seeking to invest and build in the United States.

    Sec2.  Policy.  It is the policy of the United States to modernize its processes to attract substantial domestic and foreign investment in the United States and to actively assist those building here for the benefit of our Nation’s economic prosperity to unleash investment from our small businesses to the largest companies.

    Sec3.  The United States Investment Accelerator.  (a)  Within 30 days of the date of this order, the Secretary of Commerce, in coordination with the Secretary of the Treasury and the Assistant to the President for Economic Policy, shall establish within the Department of Commerce an office named the United States Investment Accelerator (Investment Accelerator).  The Investment Accelerator shall facilitate and accelerate investments above $1 billion in the United States by assisting investors as they navigate United States Government regulatory processes efficiently, reduce regulatory burdens where consistent with applicable law, increase access to and use of our national resources where appropriate and consistent with applicable law, facilitate research collaborations with our national labs, and work with State governments in all 50 States to reduce regulatory barriers to, and increase, domestic and foreign investment in the United States. 
    (b)  The Investment Accelerator shall be headed by an Executive Director and staffed with legal, transactional, operational, and support staff as directed by the Secretary of Commerce.  The Investment Accelerator shall be responsible for the CHIPS Program Office within the Department of Commerce, which shall focus on delivering the benefit of the bargain for taxpayers by negotiating much better deals than those of the previous administration.
    (c)  The Investment Accelerator shall identify any existing mechanisms, exceptions, and opportunities in Federal law that can be used to assist foreign and domestic investors, consistent with the protection of national security. 

    Sec4.  General Provisions.  (a)  Nothing in this order shall be construed to impair or otherwise affect:
    (i)   the authority granted by law to an executive department or agency, or the head thereof; or
    (ii)  the functions of the Director of the Office of Management and Budget relating to budgetary, administrative, or legislative proposals.
    (b)  This order shall be implemented consistent with applicable law and subject to the availability of appropriations.
    (c)  This order is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.

                                   DONALD J. TRUMP

    THE WHITE HOUSE,
        March 31, 2025.

    MIL OSI USA News

  • MIL-OSI USA: President Pro Tempore John F. Kennedy Celebrates Full Passage of Third-Party Litigation Financing Legislation

    Source: US State of Georgia

    ATLANTA (March 31, 2025) — Today, Senate Bill 69, the “Georgia Courts Access and Consumer Protection Act,” achieved final passage after both the House and Senate Chambers agreed to changes made to the legislation. Authored by Senate President Pro Tempore John F. Kennedy (R–Macon), SB 69 would require a business offering Third-Party Litigation Financing (TPLF) to register with the state to promote greater transparency through the litigation process.

    “Alongside Senate Bill 68, our comprehensive tort reform legislation, SB 69 specifically cracks down on predatory litigation financers who seek to take advantage of unwary Georgia consumers,” said Sen. Kennedy. “This billion-dollar industry also includes foreign-affiliated financers, who have undue influence on our courts and act against the best interest of Georgians. With SB 69, we are banning these foreign entities from operating in the state, upholding the integrity of our legal system against bad actors and increasing oversight of financiers to improve consumer protections. Our adversaries have no place in our civil justice system, and by keeping these new registration documents open to the public, we are better equipped to hold this industry accountable.”

    Sen. Kennedy carried SB 69 on behalf of Governor Brian P. Kemp, who emphasized that tort reform was his top priority for the 2025 Legislative Session. Having passed both the Senate and the House, Senate Bill 69 now proceeds to the Governor’s desk to be signed into law.

    For more information about the legislation, read it here.

    # # # #

    Sen. John F. Kennedy serves as the President Pro Tempore of the Georgia State Senate. He represents the 18th Senate District, which includes Crawford, Monroe, Peach and Upson counties, as well as portions of Bibb and Houston counties. He may be reached at (404) 656-6578 or by email at John.Kennedy@senate.ga.gov.

    For all media inquiries, please reach out to SenatePressInquiries@senate.ga.gov.

    MIL OSI USA News

  • MIL-OSI: SOUTHERN MISSOURI BANCORP ANNOUNCES UPDATE TO ITS EXECUTIVE LEADERSHIP TEAM

    Source: GlobeNewswire (MIL-OSI)

    Poplar Bluff, Missouri, March 31, 2025 (GLOBE NEWSWIRE) —

    Southern Missouri Bancorp, Inc. (NASDAQ: SMBC), the parent corporation of Southern Bank, today announced an update to its executive leadership team. On March 27, 2025, the Boards of Directors of Southern Missouri Bancorp, Inc. (the “Company”) and its wholly-owned bank subsidiary, Southern Bank (the “Bank”) appointed Justin G. Cox to the newly-created position of Chief Banking Officer, to be effective as of May 1, 2025. Mr. Cox currently serves as the west region’s Regional President for the Company and the Bank, and he will remain an Executive Vice President of the Company and the Bank.

    The Board of Directors is implementing this change after assessing recommendations included in a recent process improvement project conducted for Southern Bank by a community banking consulting firm for the purposes of improving customer engagement, team member satisfaction, and organizational profitability. “We believe this structure will improve our organization, as we align our customer engagement leadership under a single executive who will devote his full attention to ensuring that business development and customer experience efforts are consistently performed well across our organization,” noted Chairman Greg A. Steffens.

    “Justin has been successful over many years with Southern Bank, leading our west region team as it has grown our loan and deposit business there. That background provides an excellent basis for him to take on this new role. Our team and our customers can look forward to a better-unified customer engagement process with his new role,” added President and Chief Administrative Officer Matthew T. Funke.

    Mr. Cox has 22 years of experience in the banking industry, including 15 years with the Company. After joining Southern Bank as a lending officer in 2010, he advanced quickly to leadership roles of Community Bank President and later, Regional President. Mr. Cox holds a Bachelor of Science degree in Business Administration-Marketing & Management from Southwest Baptist University, Bolivar, Missouri.

    Southern Missouri Bancorp, Inc., is a Missouri corporation organized in 1994 to become the parent company of Southern Bank. Southern Bank was originally chartered in 1887 as a mutually-owned Missouri savings and loan association. In 2004, the Bank converted from a Missouri-chartered stock savings bank to become a Missouri-chartered trust company with banking powers. Southern Bank operates 67 locations in Missouri, Arkansas, Illinois, and Kansas. The Company holds total assets of approximately $4.9 billion, including loans, net of the allowance for credit losses, of $4.0 billion, and deposits of $4.2 billion. The Company’s common stock is quoted under the ticker “SMBC” on the NASDAQ Global Market.

    Forward-Looking Information:

    Except for the historical information contained herein, the matters discussed in this press release may be deemed to be forward-looking statements that are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from the forward-looking statements, including: potential adverse impacts to the economic conditions in the Company’s local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, expected cost savings, synergies and other benefits from our merger and acquisition activities might not be realized to the extent expected, within the anticipated time frames, or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention and labor shortages, might be greater than expected and goodwill impairment charges might be incurred; the strength of the United States economy in general and the strength of local economies in which we conduct operations; fluctuations in interest rates and the possibility of a recession; monetary and fiscal policies of the FRB and the U.S. Government and other governmental initiatives affecting the financial services industry; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses; our ability to access cost-effective funding; the timely development and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors’ products and services; fluctuations in real estate values in both residential and commercial real estate markets, as well as agricultural business conditions; demand for loans and deposits; legislative or regulatory changes that adversely affect our business; changes in accounting principles, policies, or guidelines; results of regulatory examinations, including the possibility that a regulator may, among other things, require an increase in our reserve for credit losses or write-down of assets; the impact of technological changes; and our success at managing the risks involved in the foregoing. Any forward-looking statements are based upon management’s beliefs and assumptions at the time they are made. We undertake no obligation to publicly update or revise any forward-looking statements or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed might not occur, and you should not put undue reliance on any forward-looking statements.

    The MIL Network

  • MIL-OSI USA: SCHUMER REVEALS: THIS WEEK CONGRESS WILL TAKE FINAL VOTE TO RAISE ‘JUNK’ BANK FEES—STARTING WITH OVERDRAFT FEES—FROM $5 TO $35, COSTING CONSUMERS HUNDREDS; CHAIRS OF HOUSE FINANCE & SENATE BANKING…

    US Senate News:

    Source: United States Senator for New York Charles E Schumer
    Schumer Exposes Final Leg Of Quiet Plan In House Financial Services & Senate Banking To Overturn CFPB Rule Limiting Excessive Bank Fees, That Would Cost New York Households More—Because Most Upstate NY Residents Have Bank Account 
    Plan To Overturn CFPB Overdraft Fee Rule Would Allow Banks To Extract $5 Billion In Excessive Fees – But, WORSE, Would Open Door To Even More Fees Across NY; Schumer Announces Full Opposition, Urges NY House Republicans To Vote “NO” On Tuesday 
    Schumer: Quiet Plan To Side With Big Banks Over Families Could Mean A Waterfall Of Fees That Would Drown New Yorkers With More Costs
    Amidst the anti-consumer, pro-big bank effort to dismantle the Consumer Financial Protection Bureau (CFPB), U.S. Senator Chuck Schumer revealed and exposed the FINAL leg of Congressional Republicans’ quiet plan to raise Americans’ bank fees, that will drive up unwanted fees for millions of Upstate New Yorkers. Schumer explained that Congressional Republicans will try to seal the deal to protect financial special interests with a vote on Tuesday when the House will vote to overturn the Consumer Financial Protection Bureau’s (CFPB) overdraft fee rule that caps most big bank overdraft fees at just $5.
    “Republicans’ quiet plan to side with big banks against the little guy and working families could mean a waterfall of fees for Upstate New Yorkers already struggling to make ends meet,” said Senator Schumer. “Working families have been ripped off by abusive bank fees and practices in the past, and the CFPB’s rule is about protecting hard-working families, not charging them more. So I urge my GOP colleagues to reverse course here and reject overturning this overdraft rule to put money back in people’s pockets and out of the hands of big predatory banks. If the Republicans let this one fee fly, a waterfall of fees will follow, and it is New Yorkers that will feel the brunt.”
    Schumer railed against this effort because it could hurt middle-class New Yorkers the hardest, given the number of consumer bank accounts in New York, which is higher than the national average. The rule would save upwards of $5 billion in excessive overdraft fees that millions of households pay. Overturning the rule, as proposed by the Republicans, would cost households an average of at least $225 each year, but MUCH more in New York, Schumer emphasized. Schumer said that some banks take billions of dollars a year from families and seniors that can least afford it. He said the banks don’t need to charge fees like this and that this effort to let fees run wild will open the door to even more excessive bank fees across Upstate New York.
    Schumer announced his opposition and is sounding the alarm on the clandestine pro-big bank GOP plan. Schumer said that the CFPB’s overdraft fee rule is designed to protect regular people from being ripped off by predatory bank fees. He urged the House Republicans to reject overturning the CFPB’s overdraft rule and to protect hard-working families instead of taking their hard-earned money to benefit big banks quietly and behind their backs.
    Last month, House Financial Service Committee Chairman French Hill (R-AR) and Senate Banking Committee Chairman Tim Scott (R-SC) introduced Congressional Review Act (CRA) resolutions to overturn the Consumer Financial Protection Bureau’s (CFPB) rule capping overdraft fees, and the Senate GOP green-lit it last week. 
    The rule caps most bank overdraft fees at just $5, down from the typical $35 charge per transaction, according to National Consumer Law Center (NCLC). With these fees, banks take billions of dollars a year from families that can least afford it, and the Republican chairmen are moving to give big banks this ability, Schumer explained. Banks, which are already profitable, don’t need to charge these fees and some banks, including Capitol One and Citibank, have completely eliminated overdraft fees and they continue to cover overdrafts. However, other banks take about $1 billion a year in overdraft and nonsufficient funds (NSF) fees, and Wells Fargo is one of the biggest offenders.
    The CFPB’s overdraft fee rule stops predatory practices that allow the biggest banks to earn billions in profits from the most vulnerable families and seniors. The rule doesn’t stop big banks from covering overdrafts—it caps fees for “overdraft coverage” at $5 or the bank’s costs. Banks can still offer overdraft lines of credit without any price cap, though they are required to provide the same annual percentage rate (APR) pricing disclosure that credit cards provide and to give people adequate time to repay, NCLC explained. 
    Schumer explained how the rule helps everyone—especially New York families as New York is more ‘banked’ compared to other states. Schumer explained that by lowering most big bank overdraft fees from $35 to $5, consumers save $5 billion per year, reducing manipulative practices, and increasing transparency and fair competition, according to economists.
    “Now that the word is out on Tuesday’s vote, you’ll see the banks, lobbyists, and the people that want to protect the banks’ ability to charge excessive fees start to scramble, and devise a plan to defend it. But it’s indefensible. Who is for excessive bank fees?” Schumer said. “Show me a politician that wants to run an ad on increasing all your bank fees. I am blowing the lid on this disastrous plan and so what happens next? Watch them try to run away from this issue, while siding with big banks over working families and the middle class.”
    Schumer warned that other fee increases and gaps in consumer protection could soon follow with:
    ATM fees 
    Minimum balance fees for checking and savings accounts
    Outlandish cashier’s check fees
    Notary fees 
    Account “inactivity” fees
    The removal of $8 cap on credit card late fees
    No more Fair Credit Reporting (excluding medical bills from consumers credit score)
    Selling consumer data without consent
    No regulator for consumers to report predatory products
    The New York Federal Reserve Bank’s Credit Insecurity Index may shed light on the number of people with access to mainstream financial services, such as a bank account, who will possibly be exposed to higher fees if Congressional Republicans wipe away this protection. An Upstate New York county-by-county breakdown of percentage of New Yorkers with credit and Credit Insecurity Index Scores for 2023 can be found below:

    Capital Region

    County

    Percentage With Credit

    Credit Insecurity Index Score

    Albany County

    77.4%

    22.6%

    Columbia County

    77.9%

    22.1%

    Greene County

    74.0%

    26.0%

    Rensselaer County

    78.9%

    21.1%

    Saratoga County

    88.8%

    11.2%

    Schenectady County

    81.3%

    18.7%

    Schoharie County

    73.7%

    26.3%

    Warren County

    82.4%

    17.6%

    Washington County

    72.2%

    27.8%

    Western New York

    County

    Percentage With Credit

    Credit Insecurity Index Score

    Cattaraugus County

    75.4%

    24.6%

    Chautauqua County

    76.2%

    23.8%

    Erie County

    80.0%

    20.0%

    Niagara County

    83.2%

    16.8%

    Rochester-Finger Lakes

    County

    Percentage With Credit

    Credit Insecurity Index Score

    Genesee County

    82.5%

    17.5%

    Livingston County

    76.3%

    23.7%

    Monroe County

    82.1%

    17.9%

    Ontario County

    82.6%

    17.4%

    Orleans County

    70.2%

    29.8%

    Seneca County

    76.0%

    24.0%

    Wayne County

    84.4%

    15.6%

    Wyoming County

    78.6%

    21.4%

    Yates County

    69.5%

    30.5%

    Central New York

    County

    Percentage With Credit

    Credit Insecurity Index Score

    Cayuga County

    75.5%

    24.5%

    Cortland County

    69.5%

    30.5%

    Madison County

    79.5%

    20.5%

    Onondaga County

    81.1%

    18.9%

    Oswego County

    79.1%

    20.9%

    Hudson Valley

    County

    Percentage With Credit

    Credit Insecurity Index Score

    Dutchess County

    82.30%

    17.7%

    Orange County

    81.50%

    18.5%

    Putnam County

    90.10%

    9.9%

    Rockland County

    86.80%

    13.2%

    Sullivan County

    70.10%

    29.9%

    Ulster County

    78.40%

    21.6%

    Westchester County

    85.00%

    15.0%

    Southern Tier

    County

    Percentage With Credit

    Credit Insecurity Index Score

    Allegany County

    65.3%

    34.7%

    Broome County

    74.0%

    26.0%

    Chemung County

    77.2%

    22.8%

    Chenango County

    78.7%

    21.3%

    Delaware County

    73.0%

    27.0%

    Otsego County

    70.85%

    29.15%

    Schuyler County

    77.95%

    22.05%

    Steuben County

    81.2%

    18.8%

    Tioga County

    83.2%

    16.8%

    Tompkins County

    69.6%

    30.4%

    North Country

    County

    Percentage With Credit

    Credit Insecurity Index Score

    Clinton County

    74.8%

    25.2%

    Franklin County

    76.8%

    23.2%

    Hamilton County

    85.3%

    14.7%

    Jefferson County

    74.5%

    25.5%

    Lewis County

    78.3%

    21.7%

    St. Lawrence County

    70.9%

    29.1%

    Essex County

    75.05%

    24.95%

    Mohawk Valley

    County

    Percentage With Credit

    Credit Insecurity Index Score

    Fulton County

    79.1%

    20.9%

    Herkimer County

    80.7%

    19.3%

    Montgomery County

    74.5%

    25.5%

    Oneida County

    75.4%

    24.6%

    MIL OSI USA News

  • MIL-OSI Canada: Protecting private career college students

    In recent years, there has been significant growth in Alberta’s private career college sector, with increases in student complaints, student enrolment and financial assistance applications being observed at some private career colleges. Alberta’s government is taking action to protect students by holding private career colleges accountable if they are not following legislative requirements or failing to meet their licensing obligations.

    The new Private Career College Registry will increase transparency about any compliance action taken against a private career college and will let prospective students search for actions taken against a school they are interested in attending.

    “Private career colleges play an important role in Alberta’s adult learning system, and they offer a diversity of learning approaches and vocational training. Unfortunately, there are also some bad actors, and it is our responsibility to ensure students are not taken advantage of and are spending their hard-earned money on high-quality educational experiences.”

    Rajan Sawhney, Minister of Advanced Education

    The Private Career College Registry offers a comprehensive list of all licensed vocational training programs in the province, providing key details like program names and duration, cost, location and licence status. The licence status of each program is clearly highlighted with indicators for active, stop order or suspended.

    Advanced Education can take a range of compliance actions under the Private Vocational Training Act, including issuing compliance orders that require specific steps to be taken. Stop orders are issued when serious non-compliance with legislation, regulation or licensing policies are found. Stop orders place restrictions on private career college operations, which may range from a prohibition on enrolling new students to temporarily ceasing operations while the stop order is in place. In more severe cases, licence suspension or cancellation may restrict colleges from offering any training programs at all.

    “A searchable online registry is a welcome change that can help improve student outcomes. This change makes it easier for students to find out if a college is breaking the rules. Students need transparent information on private career college costs and performance to make informed decisions on the schools and programs to attend.”

    Jeff Loomis, executive director, Momentum

    As part of ongoing efforts to ensure quality and compliance, Advanced Education has increased oversight and inspections of Alberta’s private career colleges, with a focus on colleges that have unusually high enrolment. Since June 2024, Advanced Education has issued compliance orders against 15 inspected institutions:

    • Aug. 20, 2024: Nova Career College
    • Oct. 10, 2024: QCOM College of Technology (QCT)
    • Oct. 23, 2024: ERP College
    • Nov.14, 2024: Alexander Brookes College
    • Nov. 25, 2024: City College of Management
    • Dec. 2, 2024: Glenbow College
    • Dec. 6, 2024: Rosewood College
    • Dec. 6, 2024: Aquinas College
    • Dec. 20, 2024: ONE Beauty Academy – Edmonton
    • Dec. 20, 2024: ONE Beauty Academy – Medicine Hat
    • Dec. 23, 2024: Cypress College
    • Feb. 26, 2025: Prairie Western College
    • March 5, 2025: Global College of Business & Technology
    • March 7, 2025: Alberta Paramount College

    Advanced Education has also revoked the private vocational training licence of Ambber & Salma College of Esthetics & Spa, effective Sept. 11, 2024. Ambber & Salma College of Esthetics & Spa has filed an application for judicial review of this decision. Advanced Education has also revoked the private vocational training licence of Capstone Edge College, effective Oct. 16, 2024.

    In addition to inspections, in 2024, Advanced Education completed audits of four Alberta private career colleges. These audits resulted in determinations under both the Student Financial Assistance Act and Private Vocational Training Act. The following private career colleges are no longer designated as eligible institutions for student aid, and they have Private Vocational Training Act compliance orders in place:

    • June 14, 2024: AGA Academy
    • June 26, 2024: Capstone Edge College
    • Sept. 12, 2024: Hamptons College
    • Sept. 30, 2024: Peerless Training Institute
    • Oct. 16, 2024: Capstone Edge College

    Alberta’s government is committed to protecting the investment students make in their education and supporting the integrity of the private career college sector.

    Quick facts

    • Alberta’s government regulates private career colleges across the province, ensuring compliance with the Private Vocational Training Act, regulations, and licensing policies.
    • For general inquiries or compliance concerns, contact [email protected].

    Related information

    • Private Career Colleges Registry
    • Private Vocational Training Act
    • Student Financial Assistance Act

    MIL OSI Canada News

  • MIL-OSI New Zealand: Health and Energy – Rising power costs puts health at risk

    Source: Asthma and Respiratory Foundation

    With a hike in power prices and cooler nights on the way, energy poverty is about to become more widespread in New Zealand.
    Energy poverty – where a household is not able to afford power to provide a healthy home – it can pose serious health risks, especially for those living with respiratory conditions such as asthma and COPD.
    Asthma and Respiratory Foundation Chief Executive Letitia Harding says she is deeply saddened that so many New Zealanders are in this position.
    “Cold, damp homes significantly worsen respiratory conditions such as asthma and COPD, leading to more hospital visits and poorer health outcomes overall.
    “It’s heartbreaking that people have to choose between heating their home and protecting their health.”
    From today, April 1, the average household power bill will increase by about $10 per month.
    Many families are already facing desperate choices, with Consumer NZ estimating that last year, 140,000 households had to take out a loan to pay their electricity bills, and 38,000 households were disconnected because they couldn’t pay their electricity bill at least once.
    Energy poverty is not just a financial issue but a public health crisis, Ms Harding says.
    “The health system is spending over $38 million per year treating illnesses linked to cold, damp housing.
    “Poor indoor air quality and inadequate heating contribute to respiratory flare-ups, infections, and hospital admissions,” she says.
    “Māori and Pacific communities, who are overrepresented in low-income households, are disproportionately affected.”
    Phil Squire, Fair Energy Manager at Toast Electric (New Zealand’s only not-for-profit electricity supplier), says that while insulation and heat pump products can make housing in Aotearoa warmer and healthier, people need to feel confident about using heating without feeling worried about unforeseen power costs.
    “The reality is, without access to affordable power, Kiwis in low-income situations are reluctant to turn on any heating for fear of unexpectedly high energy bills.”
    The optimal healthy temperature for a home is 18-21 degrees, Mr Squire says.
    “So at Toast we do everything we can to help whānau feel educated on how to use their heating efficiently, feel confident to turn it on, and ensure their home has adequate insulation and other items like lined curtains and draught stopping to keep that heat in.”

    MIL OSI New Zealand News

  • MIL-OSI: SolarMax Technology Reports 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    RIVERSIDE, Calif., March 31, 2025 (GLOBE NEWSWIRE) — SolarMax Technology, Inc. (Nasdaq SMXT) (“SolarMax” or the “Company”), an integrated solar energy company, today reported financial results for the year ended December 31, 2024.

    2024 Financial Highlights

    • Revenue: $23.0 million, compared with $54.1 million in 2023.
    • Gross profit: $2.3 million, compared with $11.1 million in 2023.   Cost of revenues in 2024 included a one-time, non-cash stock-based compensation expense of $1.3 million.
    • Total operating expense: $35.4 million, which included a one-time, non-cash stock-based compensation expense of $17.2 million and a $7.5 million goodwill impairment relating to our China segment, compared with $10.7 million in 2023.
    • Net loss: $35.0 million, or $0.79 per share, compared with net income of $434,786, or $0.01 per share, in 2023.

    David Hsu, CEO of SolarMax, stated, “Our 2024 results reflect a transitional year for SolarMax as we moved through a period of regulatory and market change in the residential solar segment. While revenue was lower compared to the prior year’s elevated levels, which were driven by pre-regulatory change purchasing activity. We also recognized certain one-time, non-cash expenses during the year, including goodwill impairment and stock-based compensation associated with our IPO, which are now fully reflected in our financials.”

    “Looking ahead, we are encouraged by the progress we’re making toward expanding our commercial and industrial solar portfolio,” continued Hsu. “These projects represent an important potential growth opportunity and reflect our continued evolution as a diversified solar solutions provider. We believe our platform is well positioned to support this next phase of development and are excited about what lies ahead although we don’t currently have any contracts for the commercial and industrial market.”

    About SolarMax Technology Inc.

    SolarMax, based in California and founded in 2008, is a leader within the solar and renewable energy sector focused on making sustainable energy both accessible and affordable. SolarMax has established a strong presence in southern California. SolarMax is looking to generate growth with strategic initiatives that aim to scale commercial solar development services and LED lighting solutions in the US. Our website is www.solarmaxtech.com.

    Any information contained on, or that can be accessed through, our website or any other website or any social media is not a part of this press release.

    Forward Looking Statements

    This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) as well as Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, that are intended to be covered by the safe harbor created by those sections. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy,” “future,” “likely” or other comparable terms, although not all forward-looking statements contain these identifying words. All statements other than statements of historical facts included in this press release regarding the Company’s strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements. Such forward-looking statements are subject to risk and uncertainties, including, but not limited to, including but not limited to the Company’s ability to develop its commercial solar business and to be accepted as a provider of commercial solar systems in the United States, and its ability to recommence its operations in China where is has not generated any revenue since 2021, and to respond to any changes in governmental policies relating to renewable energy and those factors described in “Cautionary Note on Forward-Looking Statements” “Item 1A. Risk Factors,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 31, 2025. SolarMax undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events except as required by law. You should read this press release with the understanding that our actual future results may be materially different from what we expect.

    Contact:
    For more information, contact:
    Stephen Brown, CFO
    (951) 300-0711

    The MIL Network

  • MIL-OSI USA: Wyden, Markey, Merkley and Van Hollen Release Bill to Protect Americans Against Musk, DOGE and Other Unauthorized Access to Sensitive Personal Information

    US Senate News:

    Source: United States Senator Ron Wyden (D-Ore)
    March 31, 2025
    The Privacy Act Modernization Act would empower Americans to sue officials for misuse of their data and federal systems
    Washington, D.C. — U.S. Senator Ron Wyden, D-Ore., and Sen. Edward J. Markey, D-Mass., today released legislation to protect Americans against Elon Musk, DOGE and other officials illegally accessing stores of personal data held by the government, including social security numbers, medical history, financial data and other sensitive information. The Privacy Act Modernization Act would make it easier for Americans to sue officials for violations and would increase the penalties for such violations.
    The bill is co-sponsored by Sens. Jeff Merkley, D-Ore., and Chris Van Hollen, D-Md.
    Since Trump took office, DOGE officials have reportedly accessed highly sensitive government databases at agencies, including Social Security, Medicare and Medicaid and the Internal Revenue Service, under flimsy justifications and with little oversight.
    “The seizure of millions of Americans’ sensitive information by Trump, Musk and other MAGA goons is plainly illegal, but current remedies are too slow and need more teeth,” Wyden said. “The Privacy Act was part of our country’s response to the FBI abusing its access to revealing sensitive records on the American people. Our bill defends against new threats to Americans’ privacy and the integrity of federal systems, and ensures individuals can go after the government when officials break the law, including quickly stopping their illegal actions with a court order.”
    “Over 50 years ago, Congress passed the Privacy Act to protect the public against the exploitation and misuse of their personal information held by the government,” Markey said. “Today, with Elon Musk and the DOGE team recklessly seeking to access Americans’ sensitive data, it’s time to bring this law into the digital age. I’m proud to partner with Senator Wyden on the Privacy Act Modernization Act to close loopholes and increase penalties in the law. The federal government should be a steward of our privacy–not a source of surveillance.”
    “Elon Musk and his minions have no business riffling through your personal data,” Merkley said. “Our bill protects millions of Americans who count on the federal government to safeguard sensitive personal information included on taxes, student loans, and disaster assistance.”
    “Elon Musk and his DOGE cronies are illegally raiding federal agencies, and in the process gaining access to troves of Americans’ sensitive personal data – from Social Security numbers to medical records to bank account information,” Van Hollen said. “This legislation will strengthen our ability to safeguard that private information by expanding the means of holding violators accountable, including by stiffening penalties for those who unlawfully access it. By sharpening these tools and penalties, we can better deter this abuse.”
    The Electronic Information Privacy Center and Public Citizen both endorsed the legislation.
    The Privacy Act of 1974 required agencies to disclose what personal data they collect and why, limited how officials could use or share that data, and created remedies for when the government held incorrect data about a person or otherwise broke the rules. This legislation was passed in light of the Watergate and Counterintelligence Program (COINTELPRO) scandals, which involved illegal government surveillance that undermined public trust and American democracy. Wyden’s legislation would make key updates to further protect government databases storing personal information against Trump and Musk’s ongoing abuses of Americans’ privacy and our democracy.
    Given the Privacy Act was created half a century ago, Wyden’s bill would update the law’s coverage, close loopholes and strengthen protections to support millions of Americans who have been harmed by Trump and Musk’s recent invasion by:
    Increasing civil and criminal penalties for violations of the Privacy Act, including making it a felony to disclose records for personal gain, malicious harm, or commercial advantage, punishable by fines of up to $250,000 and ten years in prison.
    Strengthening court authority to stop programs and actions while lawsuits are pending, and allowing Americans to recover for a range of damages, including the mental and emotional distress caused by privacy violations.
    Modernizing the law to cover any information that identifies or is linked or reasonably linkable to an individual or a device that is linked or reasonably linkable to an individual.
    Limiting information sharing to the minimum necessary for a legally authorized purpose, and only if consistent with what an agency previously stated they would use records for.
    Narrowing the so-called “routine use” exception for sharing information by further requiring that “routine use” disclosures be “appropriate and reasonably necessary.”
    Senator Wyden is a longtime champion of cybersecurity and privacy protections. In 2017, Wyden demanded the executive branch to finally reveal how many Americans have their phone calls, emails and other communications swept up – without warrants – under a surveillance program. In 2023, his legislation to stop data brokers from selling Americans’ personal data to the government passed the House, but did not advance in the Senate. In February 2025, Wyden demanded information on DOGE’s infiltration of IRS systems.
    The bill text is here. The one-page summary is here.

    MIL OSI USA News

  • MIL-OSI New Zealand: Māori economic growth plan aimed at boosting jobs and incomes

    Source: New Zealand Government

    Tōia mai te waka, ki te urunga te waka, ki te moenga te waka, ki te takotoranga i takoto ai te waka! 

    Creating jobs and boosting incomes is at the heart of a renewed Government Māori economic growth plan, Māori Development Minister Tama Potaka says. 

    “Today, the Government is releasing the ambitious Going for Growth with Māori | Tōnui Māori framework to boost Māori economic development.

    “The framework has three main prongs: increasing infrastructure investment, accelerating exports and unlocking the potential of whenua Māori. This may expand or change in the future.

    “The Māori contribution to the overall economy is growing fast, from $17 billion GDP in 2018 to $32 billion in 2023, and almost doubling in valued asset base. However, it continues to suffer from infrastructure deficits, barriers to accessing finance, and unproductive land laws.

    “To address this, we will work together across Government and connect to the Government’s broader Going for Growth agenda. That’s why the Going for Growth with Māori | Tōnui Māori framework has an initial focus on three key areas:
     

    • Increasing targeted infrastructure investment to drive employment and sustainable growth.
      For example, investment in Parininihi ki Waitōtara incorporation to accelerate work exploring the potential of a large-scale solar farm, capable of supplying over 8,500 homes. And the recent mahi tahi between the Government and Māori leaders at the Investment Infrastructure Summit.
    • Accelerating Māori business exports.
      For example, establishing a means to recognise traditional knowledge in the IP system that protects Māori point of difference and property rights.
    • Unlocking the growth potential of whenua Māori.
      For example, making targeted improvements to Te Ture Whenua Māori Act 1993 to simplify planning and related processes, encourage greater development opportunities and reduce red tape.

    “To progress this mahi, Te Puni Kōkiri has released a public discussion document to encourage ideas and feedback on improving Te Ture Whenua Māori Act 1993.

    “Māori land is often under-utilised, so we intend to make the Act more efficient, streamlined, and easier to navigate, with the aim of removing legislative barriers to economic development. 

    “It’s important that we hear from Māori landowners, whānau, hapū and iwi about these changes and I really encourage people to provide their feedback.”

    Going for Growth with Māori | Tōnui Māori has been released alongside a discussion document for public consultation on proposed changes to Te Ture Whenua Maori Act 1993.

    The discussion document is available on the Te Puni Kōkiri website. Consultation closes on May 23 2025.

    Ko te whāinga a te mahere whakatupu ōhanga Māori he whakarea i ngā tūranga mahi me ngā whiwhinga utu

    Tōia mai te waka, ki te urunga te waka, ki te moenga te waka, ki te takotoranga i takoto ai te waka! 

    Kei te ngako o te mahere whakatupu ōhanga Māori a te Kāwanatanga hou ko te waihanga tūranga mahi hou me te whakapiki ake i ngā whiwhinga utu, te kī a te Minita Whanaketanga Māori Tama Potaka. 

    “Nō te rangi nei, e whakarewa ana te Kāwanatanga i te anga pae tawhiti Going for Growth with Māori | Tōnui Māori hei hiki ake i te whanaketanga ōhanga Māori.

    “E toru ngā marau matua o te anga: ko te whakapiki i te whakapaunga ki te hanganga, ko te whakahohoro ake i ngā hokotai, me te huaki i te pitomata o te whenua Māori. Ka whānui ake, ka rerekē rānei tēnei ā ngā tau e tū ake nei.

    “Kua tere te piki haere o te takoha a te iwi Māori ki te ōhanga katoa o te motu, mai i te $17 piriona GDP i te tau 2018 ki te $32 piriona i te tau 2023, ka mutu, i tata tonu te whakatōpūtanga o te uara o te puna rawa. Heoi anō, nā te korenga o ētahi o ngā āhuatanga hanganga e tika ana, mai i ngā tauārai aukati pūtea tatū atu ki ngā ture whenua hua kore, kei te raru tonu, kei te raru tonu.

    “Hei whakatikatika i tēnei, ka mahi tahi mātou puta noa i te Kāwanatanga me te tūhonohono ki kaupapa whānui a te Kāwanatanga Going for Growth . Koia te take e aro tuatahitia ana te anga Going for Growth with Māori | Tōnui Māori ki ngā wāhi matua e toru:

     

    • Te whakapiki ake i te whakapaunga pūtea ki te hanganga hei kōkiri i te whakapikinga o ngā tūranga mahi me te whakapūmautanga o te whakatupuranga.
      Hei tauira, ko te whakapaunga pūtea ki te kaporeihana o Parininihi ki Waiotōtara ki te whakatere ake i ngā mahi tūhura i te pitomata o te pāmu kōmaru nui tonu, e āhei ana ki te whāngai hihiko ki ngā kāinga neke atu i te 8,500. Me te mahi tahi o nā noa nei i waenga i ngā manukura o te Kāwanatanga me te iwi Māori ki te Hui Taumata mō te Whakapaunga Pūtea Hanganga.
    • Te whakatere ake i ngā hokotai pakihi Māori.
      Hei tauira, ko te whakaritenga o te ara hei āhukahuka i te mātauranga o neherā ki te pūnaha IP hei whakamarumaru i ngā tūāhuatanga ahurei me ngā motika rawa o te Māori.
    • Te huaki i te pitomata tupuranga o te whenua Māori.
      Hei tauira, ko ngā whakatikatika i arotahitia ki Te Ture Whenua Māori 1993 ki te whakangāwari i ngā hātepe me ngā tukanga whai pānga, te whakatenatena i ngā arawātea whakawhanake, me te whakamarino i ngā wai karekare o te hunga kātipa.

    “Hei kauneke haere i tēnei mahi, kua whakaputaina e Te Puni Kōkiri te tuhinga matapakinga mā te iwi whānui hei whakatenatena i ngā ariā me ngā urupare e pā ana ki te whakapaitanga ake i Te Ture Whenua Māori 1993.

    “He nui ngā wā kāore i kaha te whakamahia o te whenua Māori, nō reira ko tō mātou koronga kia pai, kia kakama ake te whakahaere, kia ngāwari ake hoki te whakatere, me te whai kia whakakorea ngā tauārai ā-ture ki te whakawhanaketanga ā-ōhanga. 

    “He mea nui kia rongo mai mātou i ngā kaipupuri whenua Māori, ngā whānau, ngā hapū me ngā iwi i ngā kōrero mō ēnei huringa, ka mutu, kei te tino whakamanawa au i ngā tāngata ki te whakahoki mai i ā rātou kōrero urupare.

    Kua whakaputaina ko te Going for Growth with Māori | Tōnui Māori ki te taha o te tuhinga matapakinga mō te rūnanga tūmatanui e pā ana ki ngā huringa ki Te Ture Whenua Māori 1993 kua whakatakotoria.

    E wātea ana te tuhinga matapakinga ki te paetukutuku o Te Puni Kōkiri. Ka kati te matapakinga ā te 23 o Haratua, 2025.

    MIL OSI New Zealand News

  • MIL-OSI New Zealand: If it Pleases the Gods

    Source: ACT Party

    The Haps

    Last week Free Press extolled the Government’s RMA reforms. We thanked ACT and Simon Court for resource management law based on property rights. We think we understated it, Free Press has campaigned for this for a decade (yes, we are ten). RMA reforms are the best policy change so far this century. If New Zealanders cannot develop the land, we have no advantage as a country. It’s a country saver.

    Meanwhile the Greens have gone (more) insane. Last week one Green MP effectively said police patrols are worthless. The Press Gallery finally rounded on them, because young people in Central Wellington know the world can be a dangerous place and a few coppers are a welcome sight at night. Chlöe Swarbrick’s increasingly deranged economics become clearer every week in Question Time. She seems to think profit is a line item that businesses just add on to their customers’ bill. Now there are some serious questions for the Green Party leaders to answer around another one of their MPs’ social media accounts. Free Press predicts the Greens polling will soften this year.

    If it Pleases the Gods

    Free Press has seen correspondence demanding courts must now begin and end with a Karakia, or prayer in English and Māori. Gary Judd KC has written to MPs making (as usual) lucid arguments as to why this is wrong, and there are legal precedents from the Privy Council finding it is wrong for people in public service to be subject to prayers. 

    Parliament begins with a prayer, but Parliament is a self-Governing political body with rules decided by its members. Besides, there is no requirement to attend it. Judd points out, however, that lawyers are required to arrive before the judge and leave after, so they cannot avoid being present for the Karakia.

    They’ll be required to read along because “Large prints of the karakia will be installed in each courtroom for all those present to use to read along to.” Judd points out the Bill of Rights says, “Everyone has the right to freedom of thought, conscience, religion, and belief, including the right to adopt and to hold opinions without interference.”

    Judd goes on to reference precedent from the Privy Council. It found for a Muslim soldier in The Bahamas (a Commonwealth country) who did not want to be part of a Christian prayer during colours parades. The Privy Council relied on The Bahamas’ constitution, which is remarkably similar to New Zealand’s Bill of Rights.

    A lot of people might ask, so what, who cares? It’s up to the Court anyway and surely a minute of praying can’t hurt, even if technically it does interfere with some lawyers’ practice of their faith?

    Will it harm the impartiality of justice? Probably yes, it chips away at neutrality when the Courts give the nod to some religious or spiritual views but not others. Is that critical? Probably no. Is it the biggest problem we have right now? No.

    We’re writing about this because it is such a good example. Such a good example of people’s basic rights being trampled for no reason. The right to think your thoughts and speak your mind, or not, without being hindered and harassed by do-gooders. It could be any organisation, it just happens to be the Courts.

    At Free Press, we often wonder where these people come from. What drives their behaviour? Why can’t they just leave other people alone? Here’s our theory.

    For 100,000 years humans lived in tribes, closed societies where a person’s role was decided for them. The instinct to make other people conform to rituals is deep. They reassure you the people partaking are in your tribe. The idea of living as an individual choosing your own adventure in life is WEIRD. Specifically, Western, Educated, Industrialised, Rich and Democratic.

    Most people in most of history didn’t live weird lives. They lived tribal lives. Much of what is happening in New Zealand today, weird rituals, compulsory courses, demands to be part of a race first and a citizen second, it all comes from deep tribal urges.

    Free Press and friends and allies have to get better at explaining the alternative. A civilised society where each person is treated as a thinking and valuing being, required not to do any violence against anyone else but otherwise free to go about their lives unhindered. It would be a start.

    MIL OSI New Zealand News

  • MIL-OSI Submissions: Africa’s Business Heroes Launches 2025 Call for Applications, Building on Unprecedented Momentum

    SOURCE: Africa’s Business Heroes (ABH)

    Beyond funding, ABH finalists gain unparalleled media exposure and access to an exclusive network of Africa’s top business leaders, investors and fellow entrepreneurs
    KIGALI, Rwanda, March 31, 2025/ — Following the success of its 6th Summit and Grand Finale held in Kigali, Africa’s Business Heroes (ABH)  (www.AfricaBusinessHeroes.org) – the Jack Ma Foundation’s flagship philanthropic initiative in Africa – is proud to announce the launch of its 2025 Call for Applications. This year, ABH is building on its momentum to deepen its impact across the continent by actively encouraging applications from typically underrepresented regions in entrepreneurship competitions, including Francophone and Central Africa.
    In 2024, ABH saw a historic level of diversity:

    39% of applicants were women, with 60% of the Top 10 finalists being female entrepreneurs.
    For the first time, a Top 10 finalist hailed from the Democratic Republic of Congo (DRC) – a powerful milestone for Central Africa.
    And in another first, a Francophone entrepreneur – Henri Ousmane Gueye from Senegal – won the Grand Prize, marking a major moment for Francophone Africa.

    Now in its 7th edition, ABH continues its mission to spotlight and support exceptional African entrepreneurs who are creating positive impact in their communities.

    Why Apply? Unmatched Benefits for African Entrepreneurs

    Winning a spot among the ABH finalists unlocks the resources and support needed to elevate a business. The Top 10 finalists share $1.5 million in grant funding, with the grand prize winner receiving $300,000, the first runner-up $250,000, and the second runner-up $150,000. The remaining finalists each secure $100,000, plus an additional $100,000 for global immersion training.

    Beyond funding, ABH finalists gain unparalleled media exposure and access to an exclusive network of Africa’s top business leaders, investors and fellow entrepreneurs. This community enables high-level networking and collaboration as well as mentorship and strategic insights to help scale their ventures.

    Throughout the competition, they also receive valuable feedback from seasoned professionals, strengthening their business acumen, storytelling and long-term growth trajectory.

    A Testament to Resilience and Perseverance

    ABH Managing Director for Africa, Zahra Baitie-Boateng, emphasized the resilience needed to succeed in entrepreneurship, highlighting two standout examples from the 2024 competition. “Henri Ousmane Gueye from Senegal won the Grand Prize on his third attempt, and Alexander Odhiambo from Kenya, our second runner-up, applied twice before reaching the Top 10. Their journeys are a powerful reminder that success at ABH isn’t just about taking home the prize. It’s about resilience – the courage to keep showing up, to learn, to grow and to keep believing in your vision even when the odds are tough. That’s the true spirit of entrepreneurship, and exactly what ABH celebrates.”

    Eligibility Criteria

    ABH welcomes applications from entrepreneurs across all sectors and African countries. To qualify, applicants must be the founder or co-founder of a business that is registered, headquartered, and primarily operating in Africa. They must be African citizens or direct descendants and have at least three years of revenue with proven market traction.

    Application Process

    The ABH competition offers valuable learning opportunities at every stage. Judges rigorously review applications in the first round, selecting the Top 50 based on merit. These finalists then face in-depth interviews with seasoned business leaders, who assess their potential and narrow the pool to the Top 20.

    Following due diligence on the Top 20, they are announced and advance to the Semi-Final, where they pitch in person to a distinguished panel. Judges then select the Top 10, who compete in the Grand Finale’s live pitch competition to determine the winners of the $1.5 million grant funding.

    How to Apply

    Entrepreneurs eager to seize this opportunity can begin their journey by registering (https://apo-opa.co/4lc6DNy) an ABH account and confirming their eligibility. The application requires them to articulate their personal vision, business model and future plans, alongside submitting a reference and a video introduction. Aspiring business leaders across Africa are invited to take this bold step toward funding, mentorship and unparalleled exposure.

    About Africa’s Business Heroes:
    The Africa’s Business Heroes prize competition is the flagship philanthropic initiative spearheaded by the Jack Ma Foundation aimed at supporting and inspiring the next generation of African entrepreneurs across all sectors who are building a more sustainable and inclusive economy for the future of the continent. Over a 10-year period, ABH will recognize 100 African entrepreneurs and commit to allocating grant funding, training programs, and support for the development of an entrepreneurial ecosystem. Each year, the ABH prize competition and show features 10 Finalists as they pitch their business to win a share of US$1.5 million in grant money. Jack Ma, founder of Alibaba Group and the Jack Ma Foundation, created the prize after he made his first trip to Africa in 2017 and was inspired by the energy and entrepreneurial potential of the young people he met with there.

    MIL OSI – Submitted News

  • MIL-OSI Australia: Luxury car tax rate and thresholds

    Source:

    Luxury car tax rate

    Cars with a luxury car tax (LCT) value over the LCT threshold attract an LCT rate of 33%. You only pay LCT on the amount that is over the threshold.

    For the LCT rate before 3 October 2008, refer to A New Tax System (Luxury Car Tax Imposition – General) Act 1999.

    Luxury car tax thresholds

    The following table lists the LCT thresholds for the financial year the car was imported, acquired or sold.

    If you import or sell a car with a GST-inclusive value above these LCT thresholds, you must pay LCT except in certain circumstances. In general, the LCT value of a car includes the value of any parts, accessories or attachments you supplied, or imported, at the same time as the car.

    From 1 July 2025, as part of the Treasury Laws Amendment (Tax Incentives and Integrity) Bill 2025External Link, which amended A New Tax System (Luxury Car Tax) Act 1999:

    • the definition of a fuel-efficient vehicle will change
    • indexation rates applying to the thresholds for fuel-efficient vehicles and other vehicles will be aligned.
    LCT thresholds

    Financial year

    Fuel-efficient vehicles

    Other vehicles

    2024–25

    $91,387

    $80,567

    2023–24

    $89,332

    $76,950

    2022–23

    $84,916

    $71,849

    2021–22

    $79,659

    $69,152

    2020–21

    $77,565

    $68,740

    2019–20

    $75,526

    $67,525

    2018–19

    $75,526

    $66,331

    2017–18

    $75,526

    $65,094

    2016–17

    $75,526

    $64,132

    2015–16

    $75,375

    $63,184

    2014–15

    $75,375

    $61,884

    2013–14

    $75,375

    $60,316

    2012–13

    $75,375

    $59,133

    The indexation factor for the 2024–25 financial year for:

    • fuel-efficient vehicles is 1.023
    • other vehicles is 1.047.

    Find out what defines a fuel-efficient car prior to, and from, 1 July 2025.

    MIL OSI News

  • MIL-OSI Australia: Top 500 private groups tax performance program

    Source:

    About the Top 500 private groups tax performance program

    The Top 500 private groups tax performance program seeks to give the community confidence that Australia’s largest privately owned groups are paying the right amount of tax. It is one of the programs under the Tax Avoidance Taskforce.

    The program uses a one-to-one approach to collaborative engagements, with the aim to increase willing participation through a focus on prevention rather than correction.

    By working together, we’re able to better understand the activities carried on by a Top 500 group and tailor their experience when they need to engage with us. This increased transparency means we can identify and resolve issues early and provide services efficiently.

    Our objective is to provide a level of assurance based on the principles of justified trust and give the Top 500 group certainty around whether it is complying with its tax obligations.

    If a Top 500 private group doesn’t engage with us and demonstrate they want to comply with their tax obligations, we will seek to assure the correct amount of tax has been paid through traditional review and audit action. Where applicable, we will also use our formal information gathering powers.

    Who is covered by the Top 500 program

    The Top 500 private groups program includes private groups:

    • with over $500 million net assets, regardless of turnover
    • with over $200 million turnover and over $250 million in net assets
    • that are market leaders or groups of specific interest.

    We use sophisticated data matching and analytic models to identify wealthy privately owned groups and link them to associated entities. We then look at the group of entities as a whole. This private group approach helps us to understand the business, which allows us to focus on the issues that are relevant and provide a more tailored experience.

    For more information, see Tax performance programs for privately owned and wealthy groups.

    Changes to the Top 500 program from April 2025

    Groups who are no longer included in the program

    Starting from April 2025, the Top 500 program:

    • no longer includes private groups with over $250 million turnover, regardless of net asset value
    • turnover threshold has increased from $100 million to $200 million for groups with net assets over $250 million.

    Groups that were previously included in the Top 500 program will undergo an exit process after any current issues under enquiry are finalised and we have achieved a requisite level of assurance. Groups will have the option to remain in the Top 500 program where they are in justified trust or close to achieving justified trust.

    New categories

    We will also categorise groups in the program as either ‘significant’ or ‘general’. When full tax assurance is achieved by a group in the general category, they can benefit from a one-year monitoring and maintenance period and streamlined future engagements. We will notify groups of their categorisation after the finalisation of their current engagements.

    Widening of provisional justified trust

    Our provisional justified trust approach, previously only available to predominantly passive investor groups, will be widened (subject to the necessary modifications). It will include all groups that achieve full tax assurance.

    We will contact you

    We will contact groups impacted by these changes and advise you of the next steps.

    How we tailor our approach for Top 500 groups

    Our engagement approach is tailored and matched to:

    By engaging directly, we build a better understanding of the group’s business, the issues that drive its success and its approach to risk. Ongoing engagement means we can track compliance from year to year and work together to prevent issues from recurring. The forward-looking aspects of our engagement approach helps the group to maintain good compliance into the future.

    Our one-to-one engagements will focus on:

    • assuring that the correct amount of tax has been paid in the year or years under review and will continue to be paid into the future (that is, the justified trust approach)
    • identifying opportunities where we can work together to help the Top 500 group engage with the tax system
    • resolving, in real time, any issues that may arise prior to lodgment.

    Top 500 engagement process

    A printable version is also available – Top 500 Program Client Experience Roadmap (PDF 505KB)This link will download a file.

    The engagement process generally includes the following steps.

    ATO issues notification letter

    ATO calls client or their representative to arrange a meeting

    Meeting (face-to-face, video conference, or phone)

    ATO issues a letter explaining our approach to engagements with the Top 500 and states the agreed principles that will guide the engagement

    One-to-one engagement interactions commence

    ATO initiates the assurance process with a request for information (RFI) which is tailored in collaboration with the Top 500 client

    Client sends RFI response to ATO

    Analysis of the four key areas of justified trust:

    • tax governance
    • tax risks flagged to the market
    • verify treatments of ongoing and atypical transactions
    • alignment between accounting and tax

    Ongoing discussion or further RFI (if required)

    ATO issues an assurance letter providing details of assurance outcomes for entities within the group for the relevant years and next actions are detailed (where applicable)

    Subsequent yearly engagement will be tailored based on level of assurance

    How justified trust applies to your engagement

    We use an assurance-based approach to determine whether a Top 500 group is paying the correct amount of tax by applying the justified trust methodology. The process of assurance requires that we have a thorough understanding of a Top 500 group’s income producing and wealth extraction activities.

    When engaging with a Top 500 client, we review the 4 key areas that underpin the justified trust methodology.

    Effective tax governance

    Tax governance means having clear processes and procedures in place within a corporate governance framework to support decision-making, and to ensure that the group is meeting its taxation and superannuation obligations.

    Tax governance is effective when the Top 500 group can demonstrate that the framework, processes and procedures that they have in place will result in ongoing compliance with their lodgment, reporting and payment obligations. The Top 500 tax governance area is particularly important because effective tax governance provides the foundations upon which a private group can demonstrate that they are achieving the other 3 key areas of justified trust.

    Tax risks flagged to market

    We flag compliance risks to the market through communications such as:

    • public rulings
    • taxpayer alerts
    • practical compliance guidelines.

    We need to:

    • be satisfied that these risks are not present within the group
    • ensure that the likelihood of their arising in the future is appropriately mitigated through a group’s tax governance framework.

    Ongoing and atypical transactions

    We must have a high degree of confidence that the tax treatment of ongoing income producing activities of a Top 500 group is correct.

    Similarly, we must have a high degree of confidence that the tax treatment of any atypical transactions entered into by the group are also correct (for example, CGT consequences of asset disposals, restructures, acquisitions).

    Differences in accounting and tax results

    We must understand the adjustments that are included in the Top 500 group’s tax reconciliations. We need to be satisfied that the material book-to-tax adjustments are complete and correct in the context of the activities that are being carried on.

    Assurance over book-to-tax requires transparency so we can verify that the adjustments to the group’s accounting treatments appropriately reflect the correct tax principles.

    The process includes:

    • obtaining an understanding of the accounting treatments used by each relevant entity
    • conducting an in-depth reconciliation of the
      • working papers supporting the tax return
      • group’s accounting records (financial statements, trial balance, general ledger).

    Tax assurance and justified trust

    A Top 500 group can obtain holistic tax assurance and achieve justified trust where it satisfies all 4 of the key areas at a group level. Achieving justified trust will generate a tangible change in a Top 500 private group’s experience. Groups will see a reduction in the intensity of our engagement interactions and reduced compliance costs, as we move into a 3-year monitoring and maintenance period. We will also partner with the Top 500 group’s representatives to deliver timely and efficient services that will help the group meet its tax obligations.

    A Top 500 group can also achieve tax assurance for some or all entities in the group where it has been determined that those entities are reporting correctly and have paid the correct amount of tax in an income year. This may be the case even though the Top 500 group has not achieved justified trust (for example, because the group does not have adequate tax governance in place to give us confidence that they will continue to report correctly, or where some entities have not yet been assured).

    For some Top 500 groups, a streamlined engagement approach will be available after the group achieves full tax assurance. The categorisation of a Top 500 group as ‘significant’ or ‘general’ determines whether a streamlined approach is available following full tax assurance.

    Significant and general groups categorisation

    Top 500 groups have been divided into the following 2 categories:

    Categorisation is based on several factors, including wealth, market leadership and specific interest groups.

    Significant groups, which make up approximately one-third of Top 500 groups, have ongoing annual assurance engagements based on the key areas of justified trust. These groups have a significant impact on the tax system, which is reflected in our ongoing assurance and the standard of tax governance needed to achieve justified trust. Significant groups that achieve justified trust will benefit from a 3-year monitoring and maintenance period.

    General groups, that make up the remaining two-thirds of Top 500 groups, are encouraged to achieve justified trust and benefit from a 3-year monitoring and maintenance period. In addition, general groups that achieve full tax assurance may benefit from a one-year monitoring and maintenance period, irrespective of their tax governance rating, followed by an assurance refresh engagement. The assurance refresh engagement will reconsider some tax issues previously assured. Provided no issues are identified, the group will continue with a further year of monitoring and maintenance.

    We aim to provide a streamlined experience for Top 500 groups, and to continue building community confidence that Australia’s largest private groups are paying the right amount of tax.

    Provisional justified trust approach

    Top 500 groups that have achieved full tax assurance, but do not have the required tax governance in place to achieve justified trust, will have the opportunity to enter into provisional justified trust.

    Top 500 groups will benefit from a break from assurance activities to dedicate resources toward developing an effective tax governance framework. This tax governance framework will be assessed for design effectiveness and tested for operational effectiveness before the group achieves justified trust.

    For groups that predominantly generate income from passive investments, the provisional justified trust approach is further streamlined. Passive investor groups, in general, tend to treat their tax issues correctly. The provisional justified trust approach for passive investor groups only requires an assessment of the design effectiveness of their tax governance. Operational effectiveness testing is not required to achieve justified trust. We have published more information about our differentiated approach for passive investors in our Passive investor guide for Top 500 groups.

    Monitoring and maintenance approach

    Reaching justified trust will generate a tangible change in a Top 500 private group’s experience. There will be a consequential scale-down in engagement interactions, as we move into a 3-year justified trust monitoring and maintenance period.

    During this 3-year period, we will rely on the tax governance framework operating effectively to mitigate tax risk. We will provide contemporary services and only seek to verify the treatment of new tax issues or other material changes to the group.

    Top 500 groups in the general category that achieve full tax assurance can benefit from a one-year monitoring and maintenance period. This is irrespective of their tax governance rating.

    For both the 3-year monitoring and maintenance period, and the one-year monitoring and maintenance period, we will conduct an annual check in. We also expect that representatives of the group will tell us in real time if the group:

    • identifies tax risks that have been newly flagged to market subsist within the group
    • has experienced material changes to the nature of their ongoing transactions
    • enters into new or atypical transactions of a type not previously assured
    • has made material changes in their approach to book-to-tax treatments
    • has taken new tax positions or changed tax positions that have previously been assured
    • identifies disclosure issues or errors that should be corrected.

    We also expect groups in justified trust to tell us if there are any material changes to the design of its tax governance framework or changes to the management of the tax function (for example, a new CFO, tax manager, tax agent or tax partner).

    After monitoring and maintenance

    Justified trust refresh engagement

    At the end of the 3-years of justified trust monitoring and maintenance, we will refresh our understanding and evidence base to reaffirm our confidence that the Top 500 group continues to pay the right amount of tax. We will do this by conducting a justified trust refresh engagement.

    The assurance activities for the justified trust refresh engagement will resume a whole-of-business approach. They will cover all of the Top 500 group’s tax outcomes in applying the 4 key areas of justified trust. However, our assurance activities will build on the detailed understanding we already have of the group’s activities. Therefore, in ordinary circumstances we expect to leverage off:

    • existing information
    • the evidence we hold
    • our knowledge of the group.

    This will mean less resource investment by taxpayers and us.

    The justified trust refresh year engagement will focus on the current income year. It will generally not involve enquiries into the years covered by monitoring and maintenance, unless key or material issues remain unassured for those years.

    We will work with taxpayers on the scope and timing of the plan for their justified trust refresh engagement.

    In certain circumstances, we may conduct a justified trust refresh engagement earlier than the fourth year, such as when:

    • there has been a fundamental change in business (a takeover, for example) with a new business operation we need to obtain assurance over
    • we have reason to consider that our justified trust should no longer be maintained.

    Assurance refresh engagement

    Groups in the general category that have previously achieved full tax assurance and had one year of monitoring and maintenance, will then undergo a one-year assurance refresh engagement. The assurance refresh engagement will reconsider some tax issues previously assured together with any new issues which warrant consideration.

    Provided the issues under consideration are assured, and the group continues to engage with us in a timely manner, the group will continue with the streamlined approach. That is, cycling between one year of monitoring and maintenance, followed by one year of assurance refresh engagement. The assurance provided during the refresh engagement will be limited to the tax issues or transactions considered, and not provide holistic tax assurance of the Top 500 group.

    What you can expect during an engagement

    If you’re the controller or representative of a Top 500 private group, you can expect our engagements with you to cover your group’s tax and superannuation obligations.

    We undertake an initial engagement to confirm our understanding of your business and industry and to understand your approach to managing your group’s tax obligations.

    Our aim is to:

    • provide a level of assurance around whether your group has been getting things right
    • work with you to obtain high levels of assurance that you will report correctly in the future.

    In some cases, this may involve correcting tax treatments that have been applied in prior years.

    Our engagement will typically involve:

    • building an understanding of your ordinary business activities and any atypical transactions that have occurred during the year
    • identifying tax issues that arise from your income-generating activities and any atypical transactions that you have undertaken
    • conducting an assessment of your tax governance arrangements (where applicable)
    • reviewing evidence to establish whether each of the 4 areas of justified trust have been achieved.

    At the end of engagement for a year, we’ll:

    • outline the activities and transactions where we agree with the tax treatments that have been applied
    • give specific feedback on what we have observed during the engagement. We may highlight areas for improvement and provide guidance on what your group can do to mitigate risks in the future
    • outline the risks that we have identified and explain the next steps that we intend to take, where relevant.

    Findings report – Top 500 tax performance program

    Each year we publish our Findings report for the Top 500 program, based on our engagement with Top 500 privately owned and wealthy groups. The report:

    View the report at Findings report Top 500 tax performance program.

    MIL OSI News

  • MIL-OSI: Battalion Oil Corporation Announces Fourth Quarter 2024 Financial and Operating Results

    Source: GlobeNewswire (MIL-OSI)

    HOUSTON, March 31, 2025 (GLOBE NEWSWIRE) — Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced financial and operating results for the fourth quarter of 2024.

    Key Highlights

    • Completed the refinancing of our term loan on favorable terms resulting in an increase in liquidity
    • Generated full-year sales volumes of 12,667 barrels of oil equivalent per day (“Boe/d”) (51% oil)
    • Continued to lower capex per well, outperforming AFE estimates
    • AGI facility online and treated 1.8 Bcf for the fourth quarter of 2024
    • Spud two additional wells in Monument Draw in December to commence 2025 six-well activity plan
    • Year-end 2024 reserves of approximately 64.9 million barrels of oil equivalent (“MMBoe”) with a standardized measure of discounted future net cash flows of approximately $447.7 million
    • Terminated the previously announced Merger Agreement with Fury

    Management Comments
    The Company concluded its 2024 six-well campaign ahead of planned timing and under budget on each pad. Final well capital remains under $950 per lateral foot. The completed pad wells are producing ahead of type curve with the newest pad averaging over 811 Boe/d across the initial 120 days online, the second pad exceeding 747 Boe/d across the initial 275 days online and the first pad exceeding 1,085 Boe/d across 404 days on production. In December 2024, the Company also commenced drilling operations in Monument Draw as part of its 2025 six-well activity plan. As of the date of this release, the Company has drilled four of these wells in Monument Draw and has commenced completion operations on the first two wells. All wells are ahead of plan and under budget. The final two wells are permitted in the Company’s West Quito asset area with additional permits and drilling pads being built in Hackberry Draw.

    During the fourth quarter 2024, the acid gas injection (“AGI”) facility treated approximately 20 MMcf/d average and returned approximately 16 MMcf/d of sweet gas to the Company for sales to its midstream partner. To date, the AGI facility has processed more than 6.9 Bcf of sour gas and allowed the Company to realize substantial savings compared to treating alternatives.

    Results of Operations
    Average daily net production and total operating revenue during the fourth quarter of 2024 were 12,750 Boe/d (55% oil) and $49.7 million, respectively, as compared to production and revenue of 12,022 Boe/d (46% oil) and $47.2 million, respectively, during the fourth quarter of 2023. The increase in revenues in the fourth quarter of 2024 as compared to the fourth quarter of 2023 is primarily attributable to an approximate 728 Boe/d increase in average daily production partially offset by a $0.22 decrease in average realized prices (excluding the impact of hedges). Excluding the impact of hedges, Battalion realized 96.9% of the average NYMEX oil price during the fourth quarter of 2024. Realized hedge gains totaled approximately less than $0.1 million during the fourth quarter of 2024.

    Lease operating and workover expense was $11.26 per Boe in the fourth quarter of 2024 versus $11.87 per Boe in the fourth quarter of 2023. The decrease in lease operating and workover expense per Boe year-over-year is primarily a result of the increase in average daily production. Gathering and other expenses were $10.45 per Boe in the fourth quarter of 2024 versus $13.31 per Boe in the fourth quarter of 2023. The decrease in gathering and other expenses per Boe is primarily related to the start-up of the AGI facility and lower treating fees associated compared to the Valkyrie (liquid redox) plant. General and administrative expenses were $6.04 per Boe in the fourth quarter of 2024 compared to $4.93 per Boe in the fourth quarter of 2023. The increase in general and administrative expense is primarily attributable to an increase in audit, legal and transaction costs associated with the terminated merger with Fury Resources. Excluding non-recurring charges, general and administrative expenses would have been $3.22 per Boe in the fourth quarter of 2024 compared to $3.78 per Boe in the fourth quarter of 2023.

    For the fourth quarter of 2024, the Company reported a net loss available to common stockholders of $30.9 million and a net loss of $1.88 per share available to common stockholders. After adjusting for selected items, the Company reported an adjusted diluted net loss available to common stockholders for the fourth quarter of 2024 of $0.7 million or an adjusted diluted net loss of $0.04 per common share (see Reconciliation for additional information). Adjusted EBITDA during the quarter ended December 31, 2024 was $18.0 million as compared to $10.0 million during the quarter ended December 31, 2023 (see Adjusted EBITDA Reconciliation table for additional information).

    Liquidity and Balance Sheet
    As of December 31, 2024, the Company had $162.1 million of indebtedness outstanding. Total liquidity on December 31, 2024, made up of cash and cash equivalents, was $19.7 million.

    On January 9, 2025, the Company incurred incremental term loans in the aggregate principal amount of $63.0 million, resulting in a net increase in liquidity of $61.3 million.

    For further discussion on our liquidity and balance sheet, as well as recent developments, refer to Management’s Discussion and Analysis and Risk Factors in the Company’s Form 10-K.

    Merger Agreement with Fury Resources
    Subsequent to several amendments to the previously disclosed Agreement and Plan of Merger, dated December 14, 2023 (as amended, the “Merger Agreement”) and upon the failure of Fury Resources, Inc. to meet the funding and closing requirements of the Merger Agreement, the Company terminated the Merger.

    Refinanced Term Loan Agreement
    On December 26, 2024, the Company entered into the Second Amended and Restated Senior Secured Credit Agreement with Fortress Credit Corp., as administrative agent, and certain other financial institutions, as lenders (the “2024 Term Loan Agreement”). Pursuant to the 2024 Term Loan Agreement, the Company entered into an initial term loan facility in the aggregate principal amount of $162.0 million, funded on December 26, 2024 and an incremental term loan facility in the aggregate principal amount of up to $63.0 million. On January 9, 2025, the Company entered into the First Amendment to the 2024 Term Loan Agreement and incurred $63.0 million of Incremental Term Loans (the “2024 Amended Term Loan Agreement”), resulting in total outstanding borrowings of $225.0 million.

    The maturity date of the 2024 Amended Term Loan Agreement is December 26, 2028.

    All obligations under the Company’s existing term loan agreement were refunded, refinanced and repaid in full by the loans under the 2024 Term Loan Agreement as the net proceeds of the 2024 Term Loan Agreement were used to repay all outstanding indebtedness under the existing term loan agreement in an aggregate amount of approximately $152.1 million, including accrued and unpaid interest, and to pay related fees and expenses related to the new credit agreement.

    The Company is required to make scheduled quarterly amortization payments in an aggregate principal amount equal to 2.50% of the aggregate principal amount of the loans outstanding commencing with the fiscal quarter ending June 30, 2025. Under the 2024 Amended Term Loan Agreement, the Company must make scheduled amortization payments in the aggregate amount of $16.9 million in 2025 and $22.5 million in 2026.

    Forward Looking Statements
    This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not strictly historical statements constitute forward-looking statements. Forward-looking statements include, among others, statements about anticipated production, liquidity, capital spending, drilling and completion plans, and forward guidance. Forward-looking statements may often, but not always, be identified by the use of such words such as “expects”, “believes”, “intends”, “anticipates”, “plans”, “estimates”, “projects,” “potential”, “possible”, or “probable” or statements that certain actions, events or results “may”, “will”, “should”, or “could” be taken, occur or be achieved. Forward-looking statements are based on current beliefs and expectations and involve certain assumptions or estimates that involve various risks and uncertainties that could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC’s website at www.sec.gov or through the Company’s website at www.battalionoil.com. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. The Company has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Company’s expectations.

    About Battalion
    Battalion Oil Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States.

    Contact

    Matthew B. Steele
    Chief Executive Officer & Principal Financial Officer
    832-538-0300

     
    BATTALION OIL CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
    (In thousands, except per share amounts)
     
        Three Months Ended   Years Ended
        December 31,   December 31,
        2024      2023     2024      2023  
                             
    Operating revenues:                        
    Oil, natural gas and natural gas liquids sales:                        
    Oil   $ 43,934     $ 39,562     $ 174,607     $ 183,634  
    Natural gas     447       2,429       (2,213 )     11,057  
    Natural gas liquids     5,118       4,921       20,822       23,814  
    Total oil, natural gas and natural gas liquids sales     49,499       46,912       193,216       218,505  
    Other     154       330       677       2,257  
    Total operating revenues     49,653       47,242       193,893       220,762  
                             
    Operating expenses:                        
    Production:                        
    Lease operating     11,082       10,656       45,275       44,864  
    Workover and other     2,127       2,480       5,215       7,149  
    Taxes other than income     2,366       2,266       11,238       11,943  
    Gathering and other     12,263       14,718       54,117       63,575  
    General and administrative     7,091       5,453       18,356       19,025  
    Depletion, depreciation and accretion     14,155       12,337       52,926       56,624  
    Impairment of contract asset     18,511             18,511        
    Total operating expenses     67,595       47,910       205,638       203,180  
    (Loss) income from operations     (17,942 )     (668 )     (11,745 )     17,582  
                             
    Other income (expenses):                        
    Net (loss) gain on derivative contracts     (1,624 )     42,430       2,308       12,689  
    Interest expense and other     4,853       (9,074 )     (14,956 )     (33,319 )
    Loss on extinguishment of debt     (7,489 )           (7,489 )      
    Total other income expenses     (4,260 )     33,356       (20,137 )     (20,630 )
    (Loss) income before income taxes     (22,202 )     32,688       (31,882 )     (3,048 )
    Income tax benefit (provision)                        
    Net (loss) income   $ (22,202 )   $ 32,688     $ (31,882 )   $ (3,048 )
    Preferred dividends     (8,679 )     (5,695 )     (32,219 )     (12,047 )
    Net (loss) income available to common stockholders   $ (30,881 )   $ 26,993     $ (64,101 )   $ (15,095 )
                             
    Net (loss) income per share of common stock:                        
    Basic   $ (1.88 )   $ 1.64     $ (3.90 )   $ (0.92 )
    Diluted   $ (1.88 )   $ 1.63     $ (3.90 )   $ (0.92 )
    Weighted average common shares outstanding:                        
    Basic     16,457       16,457       16,457       16,441  
    Diluted     16,457       16,517       16,457       16,441  
     
    BATTALION OIL CORPORATION
    CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
    (In thousands, except share and per share amounts)
     
        December 31, 2024    December 31, 2023
    Current assets:            
    Cash and cash equivalents   $ 19,712     $ 57,529  
    Accounts receivable, net     26,298       23,021  
    Assets from derivative contracts     6,969       8,992  
    Restricted cash     91       90  
    Prepaids and other     982       907  
    Total current assets     54,052       90,539  
    Oil and natural gas properties (full cost method):            
    Evaluated     816,186       755,482  
    Unevaluated     49,091       58,909  
    Gross oil and natural gas properties     865,277       814,391  
    Less – accumulated depletion     (497,272 )     (445,975 )
    Net oil and natural gas properties     368,005       368,416  
    Other operating property and equipment:            
    Other operating property and equipment     4,663       4,640  
    Less – accumulated depreciation     (2,455 )     (1,817 )
    Net other operating property and equipment     2,208       2,823  
    Other noncurrent assets:            
    Assets from derivative contracts     4,052       4,877  
    Operating lease right of use assets     453       1,027  
    Other assets     2,278       17,656  
    Total assets   $ 431,048     $ 485,338  
                 
    Current liabilities:            
    Accounts payable and accrued liabilities   $ 52,682     $ 66,525  
    Liabilities from derivative contracts     12,330       17,191  
    Current portion of long-term debt     12,246       50,106  
    Operating lease liabilities     406       594  
    Total current liabilities     77,664       134,416  
    Long-term debt, net     145,535       140,276  
    Other noncurrent liabilities:            
    Liabilities from derivative contracts     6,954       16,058  
    Asset retirement obligations     19,156       17,458  
    Operating lease liabilities     84       490  
    Other           2,084  
    Commitments and contingencies            
    Temporary equity:            
    Redeemable convertible preferred stock: 138,000 shares and 98,000 shares     177,535       106,535  
    of $0.0001 par value authorized, issued and outstanding as of            
    December 31, 2024 and 2023, respectively            
    Stockholders’ equity:            
    Common stock: 100,000,000 shares of $0.0001 par value authorized;            
    16,456,563 shares issued and outstanding as of December 31, 2024            
    and 2023     2       2  
    Additional paid-in capital     288,993       321,012  
    Accumulated deficit     (284,875 )     (252,993 )
    Total stockholders’ equity     4,120       68,021  
    Total liabilities and stockholders’ equity   $ 431,048     $ 485,338  
     
    BATTALION OIL CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
    (In thousands)
     
        Three Months Ended   Years Ended
        December 31,   December 31,
        2024      2023     2024      2023  
    Cash flows from operating activities:                        
    Net income (loss)   $ (22,202 )   $ 32,688     $ (31,882 )   $ (3,048 )
    Adjustments to reconcile net (loss) income to net cash provided by                        
    operating activities:                        
    Depletion, depreciation and accretion     14,155       12,337       52,926       56,624  
    Impairment of contract asset     18,511             18,511        
    Stock-based compensation, net     12       161       152       (1,070 )
    Unrealized gain on derivative contracts     1,648       (45,403 )     (11,116 )     (21,934 )
    Amortization/accretion of financing related costs     1,469       1,826       6,418       7,615  
    Loss (gain) on extinguishment of debt     7,489             7,489        
    Accrued settlements on derivative contracts     1,505       (2,587 )     403       259  
    Change in fair value of embedded derivative liability     (761 )     530       (2,084 )     (2,052 )
    Other expense (income)     46       214       324       358  
    Cash flow from operations before changes in working capital     21,872       (234 )     41,141       36,752  
    Changes in working capital     (15,186 )     6,758       (5,786 )     (19,163 )
    Net cash provided by operating activities     6,686       6,524       35,355       17,589  
                             
    Cash flows from investing activities:                        
    Oil and natural gas capital expenditures     (12,847 )     (16,196 )     (64,625 )     (46,288 )
    Proceeds received from sales of oil and natural gas assets           3,740       7,015       4,929  
    Acquisition of oil and natural gas properties                 (47 )      
    Other operating property and equipment capital expenditures     (4 )     (17 )     (23 )     (153 )
    Contract asset           (3,705 )     (7,737 )     (10,308 )
    Other     (6 )     1,439       (26 )     (25 )
    Net cash used in investing activities     (12,857 )     (14,739 )     (65,443 )     (51,845 )
                             
    Cash flows from financing activities:                        
    Proceeds from borrowings     162,000             162,000        
    Repayments of borrowings     (147,726 )     (10,027 )     (200,109 )     (35,093 )
    Payment of deferred financing costs     (8,225 )           (8,400 )      
    Proceeds from issuance of preferred stock           33,182       38,781       94,607  
    Merger deposit     (10,000 )                  
    Other           (1 )           (455 )
    Net cash (used in) provided by financing activities     (3,951 )     23,154       (7,728 )     59,059  
                             
    Net (decrease) increase in cash, cash equivalents and restricted cash     (10,122 )     14,939       (37,816 )     24,803  
                             
    Cash, cash equivalents and restricted cash at beginning of period     29,925       42,680       57,619       32,816  
    Cash, cash equivalents and restricted cash at end of period   $ 19,803     $ 57,619     $ 19,803     $ 57,619  
     
    BATTALION OIL CORPORATION
    SELECTED OPERATING DATA (Unaudited)
     
        Three Months Ended
    December 31,
      Years Ended
    December 31,
        2024     2023     2024     2023  
                             
    Production volumes:                        
    Crude oil (MBbls)     643       510       2,363       2,415  
    Natural gas (MMcf)     1,861       2,102       7,814       8,718  
    Natural gas liquids (MBbls)     220       246       971       1,163  
    Total (MBoe)     1,173       1,106       4,636       5,031  
    Average daily production (Boe/d)     12,750       12,022       12,667       13,784  
                             
    Average prices:                        
    Crude oil (per Bbl)   $ 68.33     $ 77.57     $ 73.89     $ 76.04  
    Natural gas (per Mcf)     0.24       1.16       (0.28 )     1.27  
    Natural gas liquids (per Bbl)     23.26       20.00       21.44       20.48  
    Total per Boe     42.20       42.42       41.68       43.43  
                             
    Cash effect of derivative contracts:                        
    Crude oil (per Bbl)   $ (8.99 )   $ (10.43 )   $ (11.32 )   $ (7.76 )
    Natural gas (per Mcf)     3.12       1.12       2.30       1.09  
    Natural gas liquids (per Bbl)                        
    Total per Boe     0.02       (2.69 )     (1.90 )     (1.84 )
                             
    Average prices computed after cash effect of settlement of derivative contracts:                        
    Crude oil (per Bbl)   $ 59.34     $ 67.14     $ 62.57     $ 68.28  
    Natural gas (per Mcf)     3.36       2.28       2.02       2.36  
    Natural gas liquids (per Bbl)     23.26       20.00       21.44       20.48  
    Total per Boe     42.22       39.73       39.78       41.59  
                             
    Average cost per Boe:                        
    Production:                        
    Lease operating   $ 9.45     $ 9.63     $ 9.77     $ 8.92  
    Workover and other     1.81       2.24       1.12       1.42  
    Taxes other than income     2.02       2.05       2.42       2.37  
    Gathering and other     10.45       13.31       11.67       12.64  
    General and administrative, as adjusted (1)     3.21       3.63       2.72       3.39  
    Depletion     11.71       10.80       11.06       10.97  
                             
    (1) Represents general and administrative costs per Boe, adjusted for items noted in the reconciliation below:
                             
    General and administrative:                        
    General and administrative, as reported   $ 6.04     $ 4.93     $ 3.96     $ 3.78  
    Stock-based compensation:                        
    Non-cash     (0.01 )     (0.15 )     (0.03 )     0.21  
    Non-recurring (charges) credits and other:                        
    Cash     (2.82 )     (1.15 )     (1.21 )     (0.60 )
    General and administrative, as adjusted(2)   $ 3.21     $ 3.63     $ 2.72     $ 3.39  
    Total operating costs, as reported   $ 29.77     $ 32.16     $ 28.94     $ 29.13  
    Total adjusting items     (2.83 )     (1.30 )     (1.24 )     (0.39 )
    Total operating costs, as adjusted(3)   $ 26.94     $ 30.86     $ 27.70     $ 28.74  

    ________________________
    (2)   General and administrative, as adjusted, is a non-GAAP measure that excludes non-cash stock-based compensation charges relating to equity awards under our incentive stock plan, as well as other cash charges associated with non-recurring charges and other. The Company believes that it is useful to understand the effects that these charges have on general and administrative expenses and total operating costs and that exclusion of such charges is useful for comparison to prior periods.
    (3)   Represents lease operating expense, workover and other expense, taxes other than income, gathering and other expense and general and administrative costs per Boe, adjusted for items noted in the reconciliation above.

    BATTALION OIL CORPORATION
    RECONCILIATION (Unaudited)
    (In thousands, except per share amounts)
     
        Three Months Ended   Years Ended
        December 31,   December 31,
        2024      2023     2024      2023  
    As Reported:                        
    Net (loss) income available to common stockholders – diluted (1)   $ (30,881 )   $ 26,993     $ (64,101 )   $ (15,095 )
                             
    Impact of Selected Items:                        
    Unrealized loss (gain) on derivatives contracts:                        
    Crude oil   $ 96     $ (38,604 )   $ (10,371 )   $ (22,601 )
    Natural gas     1,552       (6,799 )     (745 )     667  
    Total mark-to-market non-cash charge     1,648       (45,403 )     (11,116 )     (21,934 )
    Impairment of contract asset     18,511             18,511        
    Loss (gain) on extinguishment of debt     7,489             7,489        
    Change in fair value of embedded derivative liability     (761 )     529       (2,084 )     (2,053 )
    Non-recurring charges (credits)     3,310       1,268       5,609       3,042  
    Selected items, before income taxes     30,197       (43,606 )     18,409       (20,945 )
    Income tax effect of selected items                        
    Selected items, net of tax   $ 30,197     $ (43,606 )   $ 18,409     $ (20,945 )
                             
    Net (loss) available to common stockholders, as adjusted (2)   $ (684 )   $ (16,613 )   $ (45,692 )   $ (36,040 )
                             
                             
    Diluted net (loss) income per common share, as reported   $ (1.88 )   $ 1.63     $ (3.90 )   $ (0.92 )
    Impact of selected items     1.84       (2.65 )     1.12       (1.29 )
    Diluted net (loss) per common share, excluding selected items (2)(3)   $ (0.04 )   $ (1.02 )   $ (2.78 )   $ (2.21 )
                             
                             
    Net cash provided by operating activities   $ 6,686     $ 6,524     $ 35,355     $ 17,589  
    Changes in working capital     15,186       (6,758 )     5,786       19,163  
    Cash flow from operations before changes in working capital     21,872       (234 )     41,141       36,752  
    Cash components of selected items     2,611       4,707       6,012       3,301  
    Income tax effect of selected items                        
    Cash flows from operations before changes in working capital, adjusted for selected items (1)   $ 24,483     $ 4,473     $ 47,153     $ 40,053  

    ________________________
    (1)   Amount reflects net (loss) income available to common stockholders on a diluted basis for earnings per share purposes as calculated using the two-class method of computing earnings per share which is further described in Note 15, Earnings Per Share in our Form 10-K for the year ended December 31, 2024.
    (2)   Net (loss) income per share excluding selected items and cash flows from operations before changes in working capital adjusted for selected items are non-GAAP measures presented based on management’s belief that they will enable a user of the financial information to understand the impact of these items on reported results. These financial measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income, earnings per share and cash flows from operations, as defined by GAAP. These financial measures may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.
    (3)   The impact of selected items for the three and twelve months ended December 31, 2024 were calculated based upon weighted average diluted shares of 16.5 million, due to the net (loss) available to common stockholders, excluding selected items. The impact of selected items for the three and twelve months ended December 31, 2023 were calculated based upon weighted average diluted shares of 16.5 million and 16.4 million shares, respectively, due to the net (loss) available to common stockholders, excluding selected items.

    BATTALION OIL CORPORATION
    ADJUSTED EBITDA RECONCILIATION (Unaudited)
    (In thousands)
     
        Three Months Ended
    December 31,
      Years Ended
    December 31,
        2024     2023     2024     2023  
                             
    Net income (loss), as reported   $ (22,202 )   $ 32,688     $ (31,882 )   $ (3,048 )
    Impact of adjusting items:                        
    Interest expense     6,135       8,917       29,009       36,511  
    Depletion, depreciation and accretion     14,155       12,337       52,926       56,624  
    Impairment of contract asset     18,511             18,511        
    Stock-based compensation     12       161       152       (1,070 )
    Interest income     (278 )     (525 )     (2,122 )     (1,243 )
    Loss (gain) on extinguishment of debt     7,489             7,489        
    Unrealized loss (gain) on derivatives contracts     1,648       (45,403 )     (11,116 )     (21,934 )
    Change in fair value of embedded derivative liability     (761 )     529       (2,084 )     (2,053 )
    Merger Termination Payment     (10,000 )           (10,000 )      
    Non-recurring charges (credits) and other     3,310       1,268       5,609       2,728  
    Adjusted EBITDA(1)   $ 18,019     $ 9,972     $ 56,492     $ 66,515  

    ________________________
    (1)   Adjusted EBITDA is a non-GAAP measure, which is presented based on management’s belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net (loss) income. This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.

    BATTALION OIL CORPORATION
    ADJUSTED EBITDA RECONCILIATION (Unaudited)
    (In thousands)
     
        Three Months   Three Months   Three Months   Three Months
        Ended   Ended   Ended   Ended
        December 31,
    2024
      September 30,
    2024
      June 30,
    2024
      March 31,
    2024
                             
    Net income (loss), as reported   $ (22,202 )   $ 21,628     $ (105 )   $ (31,203 )
    Impact of adjusting items:                        
    Interest expense     6,135       6,873       7,610       8,391  
    Depletion, depreciation and accretion     14,155       12,533       13,213       13,025  
    Impairment of contract asset     18,511                    
    Stock-based compensation     12       5       36       99  
    Interest income     (278 )     (509 )     (634 )     (701 )
    Loss (gain) on extinguishment of debt     7,489                    
    Unrealized loss (gain) on derivatives contracts     1,648       (28,091 )     (4,434 )     19,761  
    Change in fair value of embedded derivative liability     (761 )     41       (436 )     (928 )
    Merger Termination Payment     (10,000 )                  
    Non-recurring charges (credits) and other     3,310       978       384       937  
    Adjusted EBITDA(1)   $ 18,019     $ 13,458     $ 15,634     $ 9,381  
                             
    Adjusted LTM EBITDA(1)   $ 56,492                    

    ________________________
    (1)   Adjusted EBITDA is a non-GAAP measure, which is presented based on management’s belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net (loss) income. This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.

    BATTALION OIL CORPORATION
    ADJUSTED EBITDA RECONCILIATION (Unaudited)
    (In thousands)
     
        Three Months   Three Months   Three Months   Three Months
        Ended   Ended   Ended   Ended
        December 31,
    2023
      September 30,
    2023
      June 30,
    2023
      March 31,
    2023
                             
    Net income (loss), as reported   $ 32,688     $ (53,799 )   $ (4,748 )   $ 22,811  
    Impact of adjusting items:                        
    Interest expense     8,917       9,219       9,366       9,009  
    Depletion, depreciation and accretion     12,337       13,426       14,713       16,148  
    Stock-based compensation     161       (686 )     (772 )     227  
    Interest income     (525 )     (293 )     (234 )     (191 )
    Unrealized loss (gain) on derivatives contracts     (45,403 )     46,805       (2,332 )     (21,004 )
    Change in fair value of embedded derivative liability     529       (1,878 )     358       (1,062 )
    Non-recurring charges (credits) and other     1,268       831       477       152  
    Adjusted EBITDA(1)   $ 9,972     $ 13,625     $ 16,828     $ 26,090  
                             
    Adjusted LTM EBITDA(1)   $ 66,515                    

    ________________________
    (1)   Adjusted EBITDA is a non-GAAP measure, which is presented based on management’s belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net income (loss). This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.

    The MIL Network

  • MIL-OSI: Ellomay Capital Reports Results for the Fourth Quarter and Full Year of 2024

    Source: GlobeNewswire (MIL-OSI)

    TEL-AVIV, Israel, March 31, 2025 (GLOBE NEWSWIRE) — Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, USA and Israel, today reported its unaudited consolidated financial results for the fourth quarter and year ended December 31, 2024.

    Financial Highlights

    • Total assets as of December 31, 2024 amounted to approximately €676.7 million, compared to total assets as of December 31, 2023 of approximately €612.9 million.
    • Revenues1 for the three months ended December 31, 2024 were approximately €8.7 million, compared to revenues of approximately €8.4 million for the three months ended December 31, 2023. Revenues for the year ended December 31, 2024 were approximately €40.5 million, compared to revenues of approximately €48.8 million for the year ended December 31, 2023.
    • Loss from continuing operations for the three months ended December 31, 2024 was approximately €12 million, compared to loss from continuing operations of approximately €8 million for the three months ended December 31, 2023. Loss from continuing operations for the year ended December 31, 2024 was approximately €9.6 million, compared to profit from continuing operations of approximately €2.4 million for the year ended December 31, 2023.
    • Loss for the three months ended December 31, 2024 was approximately €12 million, compared to loss of approximately €9.8 million for the three months ended December 31, 2023. Loss for the year ended December 31, 2024 was approximately €9.5 million, compared to profit of approximately €0.6 million for the year ended December 31, 2023.
    • EBITDA for the three months ended December 31, 2024 was approximately €7.6 million, compared to EBITDA loss of approximately €2.5 million for the three months ended December 31, 2023. EBITDA for the year ended December 31, 2024 was approximately €25.1 million, compared to EBITDA of approximately €18.8 million for the year ended December 31, 2023. See below under “Use of Non-IFRS Financial Measures” for additional disclosure concerning EBITDA.
    • On December 31, 2023, the Company executed an agreement to sell its holdings in the 9 MW solar plant located in Talmei Yosef. The sale was consummated on June 3, 2024, and the net consideration received at closing was approximately NIS 42.6 million (approximately €10.6 million). In connection with the sale, the Company presents the results of this solar plant as a discontinued operation.

    Financial Overview for the Year Ended December 31, 2024

    • Revenues1 were approximately €40.5 million for the year ended December 31, 2024, compared to approximately €48.8 million for the year ended December 31, 2023. This decrease mainly results from a reduction in electricity prices in Spain between February and May 2024 and lower gas prices in the Netherlands in 2024 compared to prices in 2023, partially offset by income generated by our 20 MW solar power plants in Italy which were connected to the grid during 2024. The decrease is also due to loss of revenues in connection with the fire near the Talasol Solar S.L. (300 MV solar) (“Talasol”) and Ellomay Solar S.L. (28 MV solar) (“Ellomay Solar”) facilities in Spain in July 2024. In connection with such loss of revenues, the Company recorded an amount of approximately €1.7 million as ‘other income’ for the year ended December 31, 2024, based on compensation from the insurers for loss of income.
    • Operating expenses were approximately €19.8 million for the year ended December 31, 2024, compared to approximately €22.9 million for the year ended December 31, 2023. This decrease mainly results from a decrease in direct taxes on electricity production paid by the Company’s Spanish subsidiaries as a result of reduced electricity prices. The operating expenses of the Company’s Spanish subsidiaries for the year ended December 31, 2023 were impacted by the Spanish RDL 17/2022, which established the reduction of returns on the electricity generating activity of Spanish production facilities that do not emit greenhouse gases, accomplished through payments of a portion of the revenues by the production facilities to the Spanish government. The increased expenses during the year ended December 31, 2023 resulting from this impact, were partially offset by lower costs in connection with the acquisition of feedstock by our Dutch biogas plants. Depreciation and amortization expenses were approximately €16.5 million for the year ended December 31, 2024, compared to approximately €16 million for the year ended December 31, 2023.
    • Project development costs were approximately €4.1 million for the year ended December 31, 2024, compared to approximately €4.5 million for the year ended December 31, 2023.
    • General and administrative expenses were approximately €6.1 million for the year ended December 31, 2024, compared to approximately €5.3 million for the year ended December 31, 2023. The increase in general and administrative expenses is mostly due to higher consultancy expenses.
    • Share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €11.1 million for the year ended December 31, 2024, compared to approximately €4.3 million for the year ended December 31, 2023. The increase in share of profits of equity accounted investee resulted mainly from the increase in revenues of Dorad Energy Ltd. (“Dorad”) due to higher quantities of electricity produced partially offset by an increase in operating expenses in connection with the increased production. In addition, in December 2024, Dorad received payment in an amount of approximately $130 million pursuant to an arbitration ruling in a derivative claim submitted by certain of its shareholders, which increased Dorad’s net profit for 2024 by approximately NIS 215.6 million (after the effect of taxes). These amounts were recorded by Dorad in its financial statements for the year ended December 31, 2024 in the income statement partially as a reduction in depreciation expenses, partly as finance income, and the remainder as a decrease in general and administrative expenses.
    • Other income, net was approximately €3.4 million for the year ended December 31, 2024, compared to €0 for the year ended December 31, 2023. The income was recognized based on insurance compensation in connection with the fire near the Talasol and Ellomay Solar facilities in Spain in July 2024, net of impairment expenses related to the damaged fixed assets. The amount to be received due to loss of income is approximately €1.7 million.
    • Financing expense, net was approximately €19.7 million for the year ended December 31, 2024, compared to financing expense, net of approximately €3.6 million for the year ended December 31, 2023. The increase in financing expenses, net, was mainly attributable to higher expenses resulting from exchange rate differences that amounted to approximately €7.8 million for the year ended December 31, 2024, compared to income from exchange rate differences of approximately €6.7 million for the year ended December 31, 2023, an aggregate change of approximately €14.5 million. The exchange rate differences were mainly recorded in connection with the New Israeli Shekel (“NIS”) cash and cash equivalents and the Company’s NIS denominated debentures and were caused by the 5.4% reevaluation of the NIS against the euro during the year ended December 31, 2024, compared to a devaluation of 6.9% during the year ended December 31, 2023. The increase in financing expenses for the year ended December 31, 2024 was also due to increased interest expenses mainly resulting from the issuance of the Company’s Series F Debentures in January, April, August and November 2024. These increases in financing expenses were partially offset by an increase in financing income of approximately €0.9 million in connection with derivatives and warrants in the year ended December 31, 2024, compared to the year ended December 31, 2023.
    • Tax benefit was approximately €1.5 million for the year ended December 31, 2024, compared to a tax benefit of approximately €1.4 million for the year ended December 31, 2023.
    • Loss from continuing operations for the year ended December 31, 2024 was approximately €9.6 million, compared to profit from continuing operations of approximately €2.4 million for the year ended December 31, 2023.
    • Profit from discontinued operation (net of tax) for the year ended December 31, 2024 was approximately €137 thousand, compared to loss from discontinued operation of approximately €1.8 million for the year ended December 31, 2023.
    • Loss for the year ended December 31, 2024 was approximately €9.5 million, compared to a profit of approximately €0.6 million for year ended December 31, 2023.
    • Total other comprehensive income was approximately €13.1 million for the year ended December 31, 2024, compared to total other comprehensive income of approximately €41.3 million for the year ended December 31, 2023. The change in total other comprehensive income mainly results from foreign currency translation adjustments due to the change in the NIS/euro exchange rate and from changes in fair value of cash flow hedges, including a material decrease in the fair value of the liability resulting from the financial power swap that covers approximately 80% of the output of the Talasol solar plant (the “Talasol PPA”). The Talasol PPA experienced high volatility due to the substantial change in electricity prices in Europe. In accordance with hedge accounting standards, the changes in the Talasol PPA’s fair value are recorded in the Company’s shareholders’ equity through a hedging reserve and not through the accumulated deficit/retained earnings. The changes do not impact the Company’s consolidated net profit/loss or the Company’s consolidated cash flows.
    • Total comprehensive income was approximately €3.6 million for the year ended December 31, 2024, compared to total comprehensive income of approximately €41.9 million for the year ended December 31, 2023.
    • Net cash provided by operating activities was approximately €8 million for the year ended December 31, 2024, compared to approximately €8.6 million for the year ended December 31, 2023. The decrease in net cash provided by operating activities for the year ended December 31, 2024, is mainly due to the decrease in electricity prices in Spain. In addition, during the year ended December 31, 2023, the Company’s Dutch biogas plants elected to temporarily exit the subsidy regime and sell the gas at market prices and during the year ended December 31, 2024 these plants returned to the subsidy regime. Under the subsidy regime, plants are entitled to monthly advances on subsidies based on the production during the previous year. As no subsidies were paid to the Company’s Dutch biogas plants for 2023, these plants were entitled to low advance payments for 2024 and the payment for gas produced by the plants during 2024 is expected to be received until July 2025 and reflected accordingly in the Company’s cash flow from operations.

    CEO Review for 2024

    In 2024, the Company presented an increase of 71% in the operating profit to approximately €7.7 million and of 33.5% in the EBITDA to approximately €25.1 million compared to 2023, despite a decrease of approximately €9 million in the annual revenues, which was caused by low and even negative electricity prices in Spain in the first half of 2024. During 2024 and in recent months the Company made significant advancements in the development of new projects, which are expected to contribute to an increase in revenues in coming years:

    In Italy – finance agreements were executed with respect to projects with an aggregate capacity of 198 MW (of which 38 MW are already connected to the electricity grid) and construction agreements for the remainder of the projects with an aggregate capacity of 160 MW were also executed.

    In the USA – the Company is advancing additional projects with an aggregate capacity of approximately 50 MW that are expected to begin construction during 2025.

    In the Netherlands – the Company advanced in obtaining licenses to expand the operations of the biogas facilities by additional 50% while making relatively small investments.

    In Israel – the approval of the National Infrastructures Committee to expand the Dorad power plant by 650 MW was received.  

    Operating expenses in 2024 decreased by approximately €3 million compared to 2023. Project development expenses in 2024 decreased by approximately €0.4 million compared to 2023 despite the inclusion of non-recurring expenses of approximately €0.5 million in connection with the cancellation of a guarantee in the project development expenses for 2024. Following the advancement of project development and the transition to the construction stage, the decrease in project development expenses is expected to continue during the year.

    The appreciation of the NIS against the euro at the end of 2024 caused revaluation losses of approximately €7.8 million compared to revaluation profit of approximately €6.7 million in 2023. The aggregate change is approximately €14.5 million and is the main cause for the increase in financing expenses in 2024.

    In March 2025 a transaction was executed between Zorlu Enerji Elektrik Üretim A.S (“Zorlu”) and The Phoenix Insurance Company Ltd. for the sale of Zorlu’s entire holdings in Dorad (25% of Dorad’s outstanding shares). The consideration for the shares represents a value of NIS 2.8 billion for Dorad. Ellomay Luzon Energy Infrastructures Ltd. (50% held by the Company), which currently holds 18.75% of Dorad’s shares, has a right of first refusal over 15% of Dorad’s shares included in the transaction. The Company believes that the price is attractive and therefore intends to act to exercise the right of first refusal. Activity in Spain:

    The electricity prices in the second half of 2024 increased and stabilized on the projected seasonal price. The revenues from the sale of electricity in 2024 were approximately €23 million compared to approximately €32 million in 2023. The decrease is primarily attributable to the low/negative electricity prices in the first half of 2024, as well as to the loss of revenues in the amount of approximately €1.7 million due to a fire. The loss of revenues due to the fire will be covered in full by the insurance company.

    Activity of Dorad:

    In 2024, the Dorad power plant recorded an increase in profit, with net profit of approximately NIS 452.3 million, an increase of approximately NIS 241 million compared to 2023. The Dorad power station received the approval of the National Infrastructures Committee and a positive connection survey to increase the capacity by an additional 650 MW. Due to the final award in the arbitration against Edeltech and Zorlu, Dorad received during 2024 compensation of approximately $130 million that increased Dorad’s net profit for 2024 by approximately NIS 215.6 million (after the effect of taxes).

    Activity in the USA:

    In the USA, the development and construction activities of solar projects are progressing at a rapid pace and the construction of the first four projects, with a total capacity of approximately 49 MW, began in early 2024. At the end of 2024, construction of two projects (in an aggregate capacity of approximately 27 MW) was completed and the IRS approval of entitlement to tax credits was received. These projects were connected to the electricity grid at the end of March 2025. The additional two projects (in an aggregate capacity of approximately 22 MW) are under construction and their construction is expected to end during April and June 2025. Additional projects with an aggregate capacity of approximately 50 MW are under development and are intended to begin construction in 2025. The Company executed an agreement to sell the tax credits of the first four projects for approximately $19 million.

    Activity in Italy:

    The Company has a portfolio of 460 MW solar projects in Italy of which 38 MW are connected to the grid and operating 294 MW are ready to build and 128 MW are under advanced development. The Company executed construction agreements with the Engineering, Procurement and Construction (“EPC”) contractor for 160 MW that are ready to build, the commencement of construction is expected in the beginning of the second quarter of 2025 and the construction is expected to take approximately 18 months. A financing agreement with a European institutional investor was executed for the financing of the construction of 198 MW (including the connected projects and the projects for which the EPC agreements were executed) for 23 years with a fixed annual interest of 4.5%.

    New legislation in Italy prohibits the establishment of new projects on agricultural land. This prohibition increases the value of the Company’s portfolio, which is not subject to the prohibition or located on agricultural land. The Company estimates that new possibilities are emerging for obtaining a power purchase agreement (“PPA”) in Italy, therefore it expects that in the future project financing will be possible more easily and at lower costs.

    Activity in Israel:

    The Manara Cliff Pumped Storage Project (Company’s share is 83.34%): A project with a capacity of 156 MW, which is in advanced construction stages. The Iron Swords War, which commenced on October 7, 2023, stopped the construction work on the project. The project has protection from the state for damages and losses due to the war within the framework of the tariff regulation (covenants that support financing). The project was expected to reach commercial operation during the first half of 2027 and the continuation of the Iron Swords war will cause a delay in the date of activation. The Israeli Electricity Authority currently approved a postponement of sixteen months of the dates for the project. The Company and its partner in the project, Ampa, invested the equity required for the project (other than linkage differences), and the remainder of the funding is from a consortium of lenders led by Mizrahi Bank, at a scope of approximately NIS 1.18 billion.

    Development of Solar licenses combined with storage:

    1. The Komemiyut and Qelahim Projects: each intended for 21 solar MW and 50 MW / hour batteries. The sale of electricity will be conducted through a private supplier.
      The Company waived the rights it won in a solar / battery tender process in connection with these projects and therefore paid a forfeiture of guarantee in the amount of NIS 1.8 million and is in advanced negotiations with a local virtual electricity supplier for the execution of a long-term PPA.
    2. The Talmei Yosef Project: intended for 10 solar MW and 22 MW / hour batteries. The request for zoning approval was approved in the fourth quarter of 2023.
    3. The Talmei Yosef Storage Project in Batteries: there is a zoning approval for approximately 400 MW / hour. The project is designed for the regulation of high voltage storage.

    Activity in the Netherlands:

    During 2024, high production levels were maintained in the Company’s three biogas plants. In addition, significant progress was made in the process of obtaining the licenses to increase production by about 50% in each of the Company’s plants. Increasing production will require relatively small investments and is expected to significantly increase income and EBITDA. Following the directive of the European Union to act to significantly increase the production of green gas, the Dutch parliament approved the legislation mandating the obligation to mix green gas with fossil gas, which will become effective commencing January 1, 2026. This legislation is expected to have a positive effect on revenues from the sale of green gas and the price of the accompanying green certificates. Agreements were executed for the future sale of green certificates for green gas in the context of the new regulation at a price of approximately €1 per certificate. The Company’s Dutch subsidiaries generate approximately 16 million green certificates a year.

    Use of Non-IFRS Financial Measures

    EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company’s operating performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company’s commitments, including capital expenditures and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measure presented by other companies. The Company’s EBITDA may not be indicative of the Company’s historic operating results; nor is it meant to be predictive of potential future results. The Company uses this measure internally as performance measure and believes that when this measure is combined with IFRS measure it add useful information concerning the Company’s operating performance. A reconciliation between results on an IFRS and non-IFRS basis is provided on page 15 of this press release.

    About Ellomay Capital Ltd.

    Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay focuses its business in the renewable energy and power sectors in Europe, USA and Israel.

    To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy, Spain, the Netherlands and Texas, USA, including:

    • Approximately 335.9 MW of operating solar power plants in Spain (including a 300 MW solar plant in owned by Talasol, which is 51% owned by the Company) and approximately 38 MW of operating solar power plants in Italy;
    • 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 850MW, representing about 6%-8% of Israel’s total current electricity consumption;
    • Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively;
    • 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;
    • Solar projects in Italy with an aggregate capacity of 294 MW that have reached “ready to build” status; and
    • Solar projects in the Dallas Metropolitan area, Texas, USA with an aggregate capacity of approximately 27 MW that are placed in service and in process of connection to the grid and additional 22 MW are under construction.

    For more information about Ellomay, visit http://www.ellomay.com.

    Information Relating to Forward-Looking Statements

    This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements, including changes in electricity prices and demand, regulatory changes increases in interest rates and inflation, changes in the supply and prices of resources required for the operation of the Company’s facilities (such as waste and natural gas) and in the price of oil, the impact of the war and hostilities in Israel and Gaza, the impact of the continued military conflict between Russia and Ukraine, technical and other disruptions in the operations or construction of the power plants owned by the Company and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

    Contact:
    Kalia Rubenbach (Weintraub)
    CFO
    Tel: +972 (3) 797-1111
    Email: hilai@ellomay.com

    Ellomay Capital Ltd. and its Subsidiaries

    Unaudited Condensed Consolidated Statements of Financial Position

      December 31,
    2024 2023 2024
    Unaudited Audited Unaudited
    € in thousands Convenience Translation into US$ in thousands*
    Assets      
    Current assets:      
    Cash and cash equivalents 41,134 51,127 42,819
    Short term deposits 997
    Restricted cash 656 810 683
    Intangible asset from green certificates 178 553 185
    Trade and other receivables 20,734 11,717 21,583
    Derivatives asset short-term 146 275 152
    Assets of disposal groups classified as held for sale 28,297
      62,848 93,776 65,422
    Non-current assets      
    Investment in equity accounted investee 41,324 31,772 43,017
    Advances on account of investments 547 898 569
    Fixed assets 482,166 407,982 501,918
    Right-of-use asset 34,315 30,967 35,721
    Restricted cash and deposits 17,052 17,386 17,751
    Deferred tax 9,039 8,677 9,409
    Long term receivables 13,411 10,446 13,960
    Derivatives 15,974 10,948 16,628
      613,828 519,076 638,973
    Total assets 676,676 612,852 704,395
           
    Liabilities and Equity      
    Current liabilities      
    Current maturities of long-term bank loans 21,316 9,784 22,189
    Current maturities of other long-term loans 5,000 5,000 5,205
    Current maturities of debentures 35,706 35,200 37,169
    Trade payables 8,856 5,249 9,219
    Other payables 10,896 10,859 11,342
    Current maturities of derivatives 1,875 4,643 1,952
    Current maturities of lease liabilities 714 700 743
    Liabilities of disposal groups classified as held for sale 17,142
    Warrants 1,446 84 1,505
      85,809 88,661 89,324
    Non-current liabilities      
    Long-term lease liabilities 25,324 23,680 26,361
    Long-term bank loans 245,866 237,781 255,938
    Other long-term loans 31,314 29,373 32,597
    Debentures 155,823 104,887 162,206
    Deferred tax 2,486 2,516 2,588
    Other long-term liabilities 939 855 977
    Derivatives 288 300
      462,040 399,092 480,967
    Total liabilities 547,849 487,753 570,291
           
    Equity      
    Share capital 25,613 25,613 26,662
    Share premium 86,271 86,159 89,805
    Treasury shares (1,736) (1,736) (1,807)
    Transaction reserve with non-controlling Interests 5,697 5,697 5,930
    Reserves 14,338 4,299 14,925
    Accumulated deficit (12,019) (5,037) (12,511)
    Total equity attributed to shareholders of the Company 118,164 114,995 123,004
    Non-Controlling Interest 10,663 10,104 11,100
    Total equity 128,827 125,099 134,104
    Total liabilities and equity 676,676 612,852 704,395

    * Convenience translation into US$ (exchange rate as at December 31, 2024: euro 1 = US$ 1.041)

    Ellomay Capital Ltd. and its Subsidiaries

    Unaudited Condensed Consolidated Statements of Comprehensive Income

      For the three months ended December 31, For the year ended December 31, For the three months ended December 31, For the year ended December 31,
    2024 2023 2024 2023 2024 2024
    Unaudited Unaudited Audited Unaudited
    € in thousands (except per share data) Convenience Translation into US$*
    Revenues 8,678 8,424 40,467 48,834 9,033 42,125
    Operating expenses (5,298) (5,460) (19,803) (22,861) (5,515) (20,614)
    Depreciation and amortization expenses (4,126) (4,265) (16,468) (16,012) (4,295) (17,143)
    Gross profit (loss) (746) (1,301) 4,196 9,961 (777) 4,368
                 
    Project development costs (790) (2,025) (4,101) (4,465) (822) (4,269)
    General and administrative expenses (1,384) (1,320) (6,063) (5,283) (1,441) (6,311)
    Share of profit (loss) of equity accounted investee 5,767 (279) 11,062 4,320 6,003 11,515
    Other income, net 524 3,409 545 3,549
    Operating profit (loss) 3,371 (4,925) 8,503 4,533 3,508 8,852
                 
    Financing income 710 345 2,495 8,747 739 2,597
    Financing income (expenses) in connection with derivatives and warrants, net (664) 336 1,140 251 (691) 1,187
    Financing expenses in connection with projects finance (1,544) (1,465) (6,190) (6,077) (1,607) (6,444)
    Financing expenses in connection with debentures (1,762) (1,008) (6,641) (3,876) (1,834) (6,913)
    Interest expenses on minority shareholder loan (528) (541) (2,144) (2,014) (550) (2,232)
    Other financing expenses (13,099) (1,499) (8,311) (588) (13,636) (8,651)
    Financing expenses, net (16,887) (3,832) (19,651) (3,557) (17,579) (20,456)
                 
    Profit (loss) before taxes on income (13,516) (8,757) (11,148) 976 (14,071) (11,604)
    Tax benefit 1,475 799 1,547 1,436 1,535 1,610
    Profit (loss) for the period from continuing operations (12,041) (7,958) (9,601) 2,412 (12,536) (9,994)
    Profit (loss) from discontinued operation (net of tax) 58 (1,857) 137 (1,787) 60 143
    Profit (loss) for the period (11,983) (9,815) (9,464) 625 (12,476) (9,851)
    Profit (loss) attributable to:            
    Owners of the Company (10,887) (8,490) (6,982) 2,219 (11,333) (7,268)
    Non-controlling interests (1,096) (1,325) (2,482) (1,594) (1,143) (2,583)
    Profit (loss) for the period (11,983) (9,815) (9,464) 625 (12,476) (9,851)
    Other comprehensive income (loss) item            
    that after initial recognition in comprehensive income (loss) were or will be transferred to profit or loss:            
    Foreign currency translation differences for foreign operations 13,159 1,234 8,007 (7,949) 13,698 8,335
    Foreign currency translation differences for foreign operations that were recognized in profit or loss 255 265
    Effective portion of change in fair value of cash flow hedges (3,781) (10,718) 5,631 39,431 (3,937) 5,861
    Net change in fair value of cash flow hedges transferred to profit or loss 1,108 19,183 (813) 9,794 1,154 (846)
    Total other comprehensive income 10,486 9,699 13,080 41,276 10,915 13,615
                 
    Total other comprehensive income (loss) attributable to:            
    Owners of the Company 11,354 5,172 10,039 16,931 11,818 10,450
    Non-controlling interests (868) 4,527 3,041 24,345 (903) 3,165
    Total other comprehensive income (loss) for the period 10,486 9,699 13,080 41,276 10,915 13,615
    Total comprehensive income (loss) for the period (1,497) (116) 3,616 41,901 (1,561) 3,764
                 
    Total comprehensive income (loss) attributable to:            
    Owners of the Company 467 (3,318) 3,057 19,150 485 3,182
    Non-controlling interests (1,964) 3,202 559 22,751 (2,046) 582
    Total comprehensive income (loss) for the period (1,497) (116) 3,616 41,901 (1,561) 3,764
                 

    * Convenience translation into US$ (exchange rate as at December 31, 2024: euro 1 = US $ 1.041)

    Ellomay Capital Ltd. and its Subsidiaries

    Unaudited Condensed Consolidated Statements of Comprehensive Income (cont’d)

      For the three months ended December 31, For the year ended December 31, For the three months ended December 31, For the year ended December 31,
    2024 2023 2024 2023 2024 2024
    Unaudited Unaudited Audited Unaudited
    € in thousands (except per share data) Convenience Translation into US$*
    Basic profit (loss) per share (0.85) (0.66) (0.54) 0.17 (0.91) (0.56)
    Diluted profit (loss) per share (0.85) (0.66) (0.54) 0.17 (0.91) (0.56)
                 
    Basic profit (loss) per share continuing operations (0.85) (0.14) (0.55) 0.31 (0.91) (0.57)
    Diluted profit (loss) per share continuing operations (0.85) (0.14) (0.55) 0.31 (0.91) (0.57)
                 
    Basic profit (loss) per share discontinued operation (0.52) 0.01 (0.14) 0.01
    Diluted profit (loss) per share discontinued operation (0.52) 0.01 (0.14) 0.01
                 

    * Convenience translation into US$ (exchange rate as at December 31, 2024: euro 1 = US$ 1.041)

    Ellomay Capital Ltd. and its Subsidiaries

    Unaudited Condensed Consolidated Statements of Changes in Equity

                         
    Attributable to shareholders of the Company
    Non-controlling Interests Total Equity
    Share capital Share premium Accumulated Deficit Treasury shares Translation reserve from foreign operations Hedging Reserve Interests Transaction reserve with non-controlling Interests Total    
    € in thousands
    For the year ended                    
    December 31, 2024 (unaudited):                    
    Balance as at January 1, 2024 25,613 86,159 (5,037) (1,736) 385 3,914 5,697 114,995 10,104 125,099
    Profit (loss) for the period (6,982) (6,982) (2,482) (9,464)
    Other comprehensive income (loss) for the period 8,061 1,978 10,039 3,041 13,080
    Total comprehensive income (loss) for the period (6,982) 8,061 1,978 3,057 559 3,616
    Transactions with owners of the Company, recognized directly in equity:                    
    Share-based payments 112 112 112
    Balance as at December 31, 2024 25,613 86,271 (12,019) (1,736) 8,446 5,892 5,697 118,164 10,663 128,827
                         
                         
    For the three months                    
    ended December 31, 2024 (unaudited):                    
    Balance as at September 30, 2024 25,613 86,250 (1,132) (1,736) (4,377) 7,361 5,697 117,676 12,627 130,303
    Profit (loss) for the period (10,887) (10,887) (1,096) (11,983)
    Other comprehensive income (loss) for the period 12,823 (1,469) 11,354 (868) 10,486
    Total comprehensive income (loss) for the period (10,887) 12,823 (1,469) 467 (1,964) (1,497)
    Transactions with owners of the Company, recognized directly in equity:                    
    Share-based payments 21 21 21
    Balance as at December 31, 2024 25,613 86,271 (12,019) (1,736) 8,446 5,892 5,697 118,164 10,663 128,827

    Ellomay Capital Ltd. and its Subsidiaries

    Unaudited Condensed Consolidated Statements of Changes in Equity (cont’d)

      Share capital Share premium Attributable to shareholders of the Company Non- controlling Total
    Interests Equity
    Accumulated deficit Treasury shares Translation reserve from
    foreign operations
    Hedging Reserve Interests Transaction reserve with
    non-controlling Interests
    Total    
    € in thousands
    For the year ended December 31, 2023 (audited):                    
    Balance as at January 1, 2023 25,613 86,038 (7,256) (1,736) 7,970 (20,602) 5,697 95,724 (12,647) 83,077
    Profit (loss) for the year 2,219 2,219 (1,594) 625
    Other comprehensive loss for the year (7,585) 24,516 16,931 24,345 41,276
    Total comprehensive loss for the year 2,219 (7,585) 24,516 19,150 22,751 41,901
    Transactions with owners of the Company, recognized directly in equity:                    
    Share-based payments 121 121 121
    Balance as at December 31, 2023 25,613 86,159 (5,037) (1,736) 385 3,914 5,697 114,995 10,104 125,099
                         
    For the three months                    
    ended December 31, 2023 (unaudited):                    
    Balance as at September 30, 2023 25,613 86,131 3,453 (1,736) (801) (72) 5,697 118,285 6,902 125,187
    Profit (loss) for the period (8,490) (8,490) (1,325) (9,815)
    Other comprehensive income (loss) for the period 1,186 3,986 5,172 4,527 9,699
    Total comprehensive income (loss) for the period (8,490) 1,186 3,986 (3,318) 3,202 (116)
    Transactions with owners of the Company, recognized directly in equity:                    
    Share-based payments 28 28 28
    Balance as at December 31, 2023 25,613 86,159 (5,037) (1,736) 385 3,914 5,697 114,995 10,104 125,099

    Ellomay Capital Ltd. and its Subsidiaries

    Unaudited Condensed Consolidated Statements of Changes in Equity (cont’d)

          Attributable to shareholders of the Company Non- controlling Total
        Interests Equity
    Share capital Share premium Accumulated deficit Treasury shares Translation reserve from
    foreign operations
    Hedging Reserve Interests Transaction reserve with
    non-controlling Interests
    Total    
    Convenience translation into US$ (exchange rate as at December 31, 2024: euro 1 = US$ 1.041)
    For the year ended December 31, 2024 (unaudited):                    
    Balance as at January 1, 2024 26,662 89,688 (5,243) (1,807) 401 4,074 5,930 119,705 10,518 130,223
    Profit (loss) for the period (7,268) (7,268) (2,583) (9,851)
    Other comprehensive income (loss) for the period 8,391 2,059 10,450 3,165 13,615
    Total comprehensive income (loss) for the period (7,268) 8,391 2,059 3,182 582 3,764
    Transactions with owners of the Company, recognized directly in equity:                    
    Share-based payments 117 117 117
    Balance as at December 31, 2024 26,662 89,805 (12,511) (1,807) 8,792 6,133 5,930 123,004 11,100 134,104
                         
    For the three months                    
    ended December 31, 2024 (unaudited):                    
    Balance as at September 30, 2024 26,662 89,783 (1,178) (1,807) (4,555) 7,663 5,930 122,498 13,146 135,644
    Profit (loss) for the period (11,333) (11,333) (1,143) (12,476)
    Other comprehensive income (loss) for the period 13,347 (1,530) 11,817 (903) 10,914
    Total comprehensive income (loss) for the period (11,333) 13,347 (1,530) 484 (2,046) (1,562)
    Transactions with owners of the Company, recognized directly in equity:                    
    Share-based payments 22 22 22
    Balance as at December 31, 2024 26,662 89,805 (12,511) (1,807) 8,792 6,133 5,930 123,004 11,100 134,104

    Ellomay Capital Ltd. and its Subsidiaries

    Unaudited Condensed Consolidated Statements of Cash Flow

      For the three months ended December 31, For the year ended December 31, For the three months ended December 31, 2024 For year ended December 31, 2024
    2024 2023 2024 2023
    Unaudited Unaudited Audited Unaudited
    € in thousands Convenience Translation into US$*
    Cash flows from operating activities            
    Profit (loss) for the period (11,983) (9,815) (9,464) 625 (12,476) (9,851)
    Adjustments for:            
    Financing expenses, net 16,887 3,632 19,247 3,034 17,579 20,035
    Loss from settlement of derivatives contract 266 316 277 329
    Impairment losses on assets of disposal groups classified as held-for-sale 2,565 405 2,565 422
    Depreciation and amortization 4,126 4,378 16,516 16,473 4,295 17,193
    Share-based payment transactions 21 28 112 121 22 117
    Share of profits of equity accounted investees (5,767) 279 (11,062) (4,320) (6,003) (11,515)
    Payment of interest on loan from an equity accounted investee 33 1,501
    Change in trade receivables and other receivables (5,606) (1,317) (8,824) (302) (5,836) (9,185)
    Change in other assets 2,894 69 3,770 (681) 3,013 3,924
    Change in receivables from concessions project 259 793 1,778 825
    Change in trade payables 48 (332) (31) (45) 50 (32)
    Change in other payables 4,747 (2,492) 4,454 (2,235) 4,941 4,636
    Tax benefit (1,475) (1,391) (1,552) (1,852) (1,535) (1,615)
    Income taxes refund (paid) 277 (473) 623 (912) 288 649
    Interest received 605 524 2,537 2,936 630 2,641
    Interest paid (2,618) (4,132) (9,873) (10,082) (2,725) (10,277)
      14,405 1,630 17,431 7,979 14,996 18,147
    Net cash provided by (used in) operating activities 2,422 (8,185) 7,967 8,604 2,520 8,296
                 
    Cash flows from investing activities            
    Acquisition of fixed assets (22,894) (7,365) (72,922) (58,848) (23,832) (75,909)
    Interest paid capitalized to fixed assets (887) (2,283) (2,515) (2,283) (923) (2,618)
    Proceeds from sale of investments 9,267 9,647
    Repayment of loan by an equity accounted investee 1,221 1,324
    Loan to an equity accounted investee (60) (128)
    Advances on account of investments (163) (421) (170)
    Proceeds from advances on account of investments 514 297 514 2,218 535 535
    Proceeds in marketable securities 2,837
    Investment in settlement of derivatives, net (540) (316) (562) (329)
    Proceeds from (investment in) restricted cash, net 532 (53) 689 840 554 717
    Proceeds from (investment in) short term deposit 2,408 1,004 (1,092) 2,507 1,045
    Net cash used in investing activities (20,867) (8,243) (64,442) (55,553) (21,721) (67,082)
                 
    Cash flows from financing activities            
    Issuance of warrants 2,666 2,775
    Cost associated with long-term loans (556) (690) (2,567) (1,877) (579) (2,672)
    Payment of principal of lease liabilities (2,276) (190) (2,941) (1,156) (2,369) (3,061)
    Proceeds from long-term loans 175 10,787 19,482 32,157 182 20,280
    Repayment of long-term loans (4,668) (5,746) (11,776) (12,736) (4,859) (12,258)
    Repayment of Debentures (35,845) (17,763) (37,313)
    Proceeds from issuance of Debentures, net 15,118 73,943 55,808 15,737 76,972
    Net cash provided by (used in) financing activities 7,793 4,161 42,962 54,433 8,112 44,723
                 
    Effect of exchange rate fluctuations on cash and cash equivalents 3,330 1,723 3,092 (2,387) 3,467 3,215
    Increase (decrease) in cash and cash equivalents (7,322) (10,544) (10,421) 5,097 (7,622) (10,848)
    Cash and cash equivalents at the beginning of the period 48,456 62,099 51,127 46,458 50,441 53,221
    Cash from (used in) disposal groups classified as held-for-sale (428) 428 (428) 446
    Cash and cash equivalents at the end of the period 41,134 51,127 41,134 51,127 42,819 42,819

    * Convenience translation into US$ (exchange rate as at December 31, 2024: euro 1 = US$ 1.041)

    Ellomay Capital Ltd. and its Subsidiaries

    Operating Segments (Unaudited)

     
                           
    Italy Spain USA Netherlands Israel  
    Solar Subsidized Solar
    Plants
    28 MW
    Solar
    Talasol
    Solar
    Solar Biogas Dorad Manara Pumped Storage Solar* Total
    reportable
    segments
    Reconciliations
    Total consolidated
      For the year ended December 31, 2024
      € in thousands
                             
    Revenues 2,293 2,974 1,741 18,365 15,094 67,084 278 107,829 (67,362) 40,467
    Operating expenses (109) (519) (593) (4,695) (13,887) (50,065) (142) (70,010) 50,207 (19,803)
    Depreciation and amortization expenses (89) (919) (1,088) (11,453) (2,897) (2,489) (48) (18,983) 2,515 (16,468)
    Gross profit (loss) 2,095 1,536 60 2,217 (1,690) 14,530 88 18,836 (14,640) 4,196
                             
    Adjusted gross profit (loss) 2,095 1,536 60 2,217 (1,690) 14,530 3172 19,065 (14,869) 4,196
    Project development costs                       (4,101)
    General and administrative expenses                       (6,063)
    Share of income of equity accounted investee                       11,062
    Other income, net                       3,409
    Operating profit                       8,503
    Financing income                       2,495
    Financing income in connection with
    derivatives and warrants, net
                          1,140
    Financing expenses in connection with projects finance                       (6,190)
    Financing expenses in connection with debentures                       (6,641)
    Interest expenses on minority shareholder loan                       (2,144)
    Other financing expenses                       (8,311)
    Financing expenses, net                       (19,651)
    Profit before taxes on income                       (11,148)
                             
    Segment assets as at December 31, 2024 67,546 12,633 19,403 225,452 55,564 31,779 109,579 186,333 708,289 (31,613) 676,676

    * The results of the Talmei Yosef solar plant are presented as a discontinued operation.

    Ellomay Capital Ltd. and its Subsidiaries

    Reconciliation of Profit (Loss) to EBITDA (Unaudited)

      For the three months ended December 31, For the year ended December 31, For the three months ended December 31, For the year ended December 31,
    2024 2023 2024 2023 2024 2024
      € in thousands Convenience Translation into US$ in thousands*
    Net profit (loss) for the period (11,983) (9,815) (9,464) 625 (12,476) (9,851)
    Financing expenses, net 16,887 3,832 19,651 3,557 17,579 20,456
    Tax benefit (1,475) (799) (1,547) (1,436) (1,535) (1,610)
    Depreciation and amortization 4,126 4,265 16,468 16,012 4,295 17,143
    EBITDA 7,555 (2,517) 25,108 18,758 7,863 26,138

    * Convenience translation into US$ (exchange rate as at December 31, 2024: euro 1 = US$ 1.041)

    Ellomay Capital Ltd.

    Information for the Company’s Debenture Holders

    Financial Covenants

    Pursuant to the Deeds of Trust governing the Company’s Series C, Series D, Series E, Series F and Series G Debentures (together, the “Debentures”), the Company is required to maintain certain financial covenants. For more information, see Items 4.A and 5.B of the Company’s Annual Report on Form 20-F submitted to the Securities and Exchange Commission on April 18, 2024, and below.

    Net Financial Debt

    As of December 31, 2024, the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company’s Debentures), was approximately €159.4 million (consisting of approximately €308.53 million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €200.54 million in connection with the Series C Debentures issuances (in July 2019, October 2020, February 2021 and October 2021), the Series D Convertible Debentures issuance (in February 2021), the Series E Secured Debentures issuance (in February 2023) and the Series F Debentures issuance (in January, April, August and November 2024)), net of approximately €41.1 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €308.55 million of project finance and related hedging transactions of the Company’s subsidiaries). The Net Financial Debt and other information included in this disclosure do not include the issuance of the Company’s Series G Debentures in February 2025.

    Discussion concerning Warning Signs

    Upon the issuance of the Company’s Debentures, the Company undertook to comply with the “hybrid model disclosure requirements” as determined by the Israeli Securities Authority and as described in the Israeli prospectuses published in connection with the public offering of the company’s Debentures. This model provides that in the event certain financial “warning signs” exist in the Company’s consolidated financial results or statements, and for as long as they exist, the Company will be subject to certain disclosure obligations towards the holders of the Company’s Debentures.

    One possible “warning sign” is the existence of a working capital deficiency if the Company’s Board of Directors does not determine that the working capital deficiency is not an indication of a liquidity problem. In examining the existence of warning signs as of December 31, 2024, the Company’s Board of Directors noted the working capital deficiency as of December 31, 2024, in the amount of approximately €23 million. The Company’s Board of Directors reviewed the Company’s financial position, outstanding debt obligations and the Company’s existing and anticipated cash resources and uses and determined that the existence of a working capital deficiency as of December 31, 2024, does not indicate a liquidity problem. In making such determination, the Company’s Board of Directors noted the following: (i) the issuance of the Company’s Series G Debentures in consideration for approximately NIS 211.7 million (net of offering expenses), which was completed after December 31, 2024 and therefore not reflected on the Company’s balance sheet, (ii) the execution of the agreement to sell tax credits in connection with the US solar projects, which is expected to contribute approximately $19 million during the next twelve months, and (iii) the Company’s positive cash flow from operating activities during 2023 and 2024.

    Ellomay Capital Ltd.

    Information for the Company’s Debenture Holders (cont’d)

    Information for the Company’s Series C Debenture Holders

    The Deed of Trust governing the Company’s Series C Debentures (as amended on June 6, 2022, the “Series C Deed of Trust”), includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for two consecutive quarters is a cause for immediate repayment. As of December 31, 2024, the Company was in compliance with the financial covenants set forth in the Series C Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series C Deed of Trust) was approximately €118.8 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 57.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA,6 was 6.1.

    The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series C Deed of Trust) for the four-quarter period ended December 31, 2024:

      For the four-quarter period ended December 31, 2024
    Unaudited
    € in thousands
    Loss for the period (9,464)
    Financing expenses, net 19,651
    Taxes on income (1,547)
    Depreciation and amortization expenses 16,468
    Share-based payments 112
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model 981
    Adjusted EBITDA as defined the Series C Deed of Trust 26,201

    Ellomay Capital Ltd.

    Information for the Company’s Debenture Holders (cont’d)

    Information for the Company’s Series D Debenture Holders

    The Deed of Trust governing the Company’s Series D Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series D Deed of Trust is a cause for immediate repayment. As of December 31, 2024, the Company was in compliance with the financial covenants set forth in the Series D Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series D Deed of Trust) was approximately €118.8 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 57.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA7 was 6.

    The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended December 31, 2024:

      For the four-quarter period ended December 31, 2024
    Unaudited
    € in thousands
    Loss for the period (9,464)
    Financing expenses, net 19,651
    Taxes on income (1,547)
    Depreciation and amortization expenses 16,468
    Share-based payments 112
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model 981
    Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters8 440
    Adjusted EBITDA as defined the Series D Deed of Trust 26,641

    Ellomay Capital Ltd.

    Information for the Company’s Debenture Holders (cont’d)

    Information for the Company’s Series E Debenture Holders

    The Deed of Trust governing the Company’s Series E Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series E Deed of Trust is a cause for immediate repayment. As of December 31, 2024, the Company was in compliance with the financial covenants set forth in the Series E Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series E Deed of Trust) was approximately €118.8 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 57.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA9 was 6.

    The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series E Deed of Trust) for the four-quarter period ended December 31, 2024:

      For the four-quarter period ended December 31, 2024
    Unaudited
    € in thousands
    Loss for the period (9,464)
    Financing expenses, net 19,651
    Taxes on income (1,547)
    Depreciation and amortization expenses 16,468
    Share-based payments 112
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model 981
    Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters10 440
    Adjusted EBITDA as defined the Series E Deed of Trust 26,641
       

    In connection with the undertaking included in Section 3.17.2 of Annex 6 of the Series E Deed of Trust, no circumstances occurred during the reporting period under which the rights to loans provided to Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd. (“Ellomay Luzon Energy”)), which were pledged to the holders of the Company’s Series E Debentures, will become subordinate to the amounts owed by Ellomay Luzon Energy to Israel Discount Bank Ltd.

    As of December 31, 2024, the value of the assets pledged to the holders of the Series E Debentures in the Company’s books (unaudited) is approximately €41.3 million (approximately NIS 156.8 million based on the exchange rate as of such date).

    Ellomay Capital Ltd. and its Subsidiaries

    Information for the Company’s Debenture Holders (cont’d)

    Information for the Company’s Series F Debenture Holders

    The Deed of Trust governing the Company’s Series F Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series F Deed of Trust is a cause for immediate repayment. As of December 31, 2024, the Company was in compliance with the financial covenants set forth in the Series F Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series F Deed of Trust) was approximately €118.4 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 57.4%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA11 was 6.

    The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series F Deed of Trust) for the four-quarter period ended December 31, 2024:

      For the four-quarter period ended December 31, 2024
    Unaudited
    € in thousands
    Loss for the period (9,464)
    Financing expenses, net 19,651
    Taxes on income (1,547)
    Depreciation and amortization expenses 16,468
    Share-based payments 112
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model 981
    Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters12 440
    Adjusted EBITDA as defined the Series F Deed of Trust 26,641
       

    Ellomay Capital Ltd. and its Subsidiaries

    Information for the Company’s Debenture Holders (cont’d)

    Information for the Company’s Series G Debenture Holders

    The Deed of Trust governing the Company’s Series G Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series G Deed of Trust is a cause for immediate repayment. As of December 31, 2024, the Company was in compliance with the financial covenants set forth in the Series G Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series G Deed of Trust) was approximately €118.4 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 57.4%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA13 was 6.

    The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series G Deed of Trust) for the four-quarter period ended December 31, 2024:

      For the four-quarter period ended December 31, 2024
    Unaudited
    € in thousands
    Loss for the period (9,464)
    Financing expenses, net 19,651
    Taxes on income (1,547)
    Depreciation and amortization expenses 16,468
    Share-based payments 112
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model 981
    Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters14 440
    Adjusted EBITDA as defined the Series G Deed of Trust 26,641
       

    1 The revenues presented in the Company’s financial results included in this press release are based on IFRS and do not take into account the adjustments included in the Company’s investor presentation.

    2 The gross profit of the Talmei Yosef solar plant located in Israel is adjusted to include income from the sale of electricity (approximately €1,264 thousand) and depreciation expenses (approximately €757 thousand) under the fixed asset model, which were not recognized as revenues and depreciation expenses, respectively, under the financial asset model as per IFRIC 12.

    3 The amount of short-term and long-term debt from banks and other interest-bearing financial obligations provided above, includes an amount of approximately €4.7 million costs associated with such debt, which was capitalized and therefore offset from the debt amount that is recorded in the Company’s balance sheet.

    4 The amount of the debentures provided above includes an amount of approximately €6.9 million associated costs, which was capitalized and discount or premium and therefore offset from the debentures amount that is recorded in the Company’s balance sheet. This amount also includes the accrued interest as at December 31, 2024 in the amount of approximately €2.1 million.

    5 The project finance amount deducted from the calculation of Net Financial Debt includes project finance obtained from various sources, including financing entities and the minority shareholders in project companies held by the Company (provided in the form of shareholders’ loans to the project companies).

    6 The term “Adjusted EBITDA” is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef solar plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments. The Series C Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series C Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

    7 The term “Adjusted EBITDA” is defined in the Series D Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series D Deed of Trust). The Series D Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series D Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

    8 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024. The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

    9 The term “Adjusted EBITDA” is defined in the Series E Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series E Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series E Deed of Trust). The Series E Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series E Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

    10 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024. The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

    11 The term “Adjusted EBITDA” is defined in the Series F Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series F Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series F Deed of Trust). The Series F Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series F Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of Non-IFRS Financial Measures.”

    12 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024. The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

    13 The term “Adjusted EBITDA” is defined in the Series G Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series G Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series G Deed of Trust). The Series G Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series G Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of Non-IFRS Financial Measures.”

    14 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024. The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

    The MIL Network

  • MIL-OSI: Energys Group Announces Pricing of $10.125 Million Initial Public Offering and Nasdaq Listing

    Source: GlobeNewswire (MIL-OSI)

    UNITED KINGDOM, March 31, 2025 (GLOBE NEWSWIRE) — Energys Group Limited (NASDAQ: ENGS) (“Energys Group” or the “Company”), a vertically integrated energy efficiency and decarbonization solutions provider for the build environment, today announced the pricing of its initial public offering (the “Offering”) of 2,250,000 ordinary shares (the “Ordinary Shares”) at a public offering price of US$4.50 per Ordinary Share, for total gross proceeds of US$10,125,000 before deducting underwriting discounts and other offering expenses.

    The Ordinary Shares have been approved for listing on the NASDAQ Capital Market and are expected to commence trading on April 1, 2025, under the ticker symbol “ENGS.”

    The Company has granted the underwriters an option, within 45 days from the date of the prospectus, to purchase up to an additional 337,500 Ordinary Shares at the initial public offering price, less underwriting discounts and commissions, to cover the over-allotment option, if any.

    The Offering is being conducted on a firm commitment basis. American Trust Investment Services, Inc. (“American Trust”) is acting as the representative of the underwriters for the Offering. Schlueter & Associates, P.C. acted as U.S. counsel to the Company, and DeMint Law, PLLC acted as U.S. counsel to American Trust, in connection with the Offering.

    The Offering is expected to close on April 2, 2025, subject to customary closing conditions.

    The Company intends to use the proceeds from this Offering 1) to expand its operating network in the United Kingdom; 2) for inventory procurement; 3) to establish operating subsidiaries in the United States; 4) to identify and pursue merger and acquisition opportunities; 5) to expand research and development capabilities; 6) to repay certain bank borrowings; and 7) to use as general working capital.

    A registration statement relating to the Offering, as amended, (File No. 333-275956) has been filed with the U.S. Securities and Exchange Commission (the “SEC”), and was declared effective by the SEC on March 14, 2025.

    This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. 

    The Offering is being made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained from American Trust, Attn: Syndicate Department, 1244 119th Street, Whiting, IN 46394, via email at ib@amtruinvest.com or via telephone at (219) 473-5542. In addition, a copy of the final prospectus can be obtained via the SEC’s website at www.sec.gov.

    About Energys Group

    Founded in 1998 as an energy conservation consultancy, Energys Group Limited (NASDAQ: ENGS) (“Energys Group” or the “Company”) has since transitioned into a vertically integrated energy efficiency and decarbonization solutions provider for the build environment. Serving organizations from both the private and public sectors, including schools, universities, hospitals and offices, primarily in the UK, the Company’s vision is to deliver innovative solutions that reduce carbon emissions, lower costs and support Net Zero agenda – alongside improving the wellbeing of building users within the built environment.

    Forward-Looking Statements

    All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

    For more information, please contact:
    DLK Advisory
    Phone: +852-2857-7101
    Email: ir@dlkadvisory.com

    The MIL Network

  • MIL-OSI USA: COLUMN: Walker: Week Eleven Under the Gold Dome

    Source: US State of Georgia

    By: Sen. Larry Walker, III (R–Perry)

    We’re almost down to the final week of the 2025 Legislative Session, and what’s happening at the Capitol right now affects your family, your livelihood and your well-being. That’s why I’m working hard to ensure our values and needs are front and center as we finish strong.

    This past week was the last chance for legislation to make it out of committee and still have a shot at becoming law. Several key bills moved forward toward the Senate floor that I believe will make a real difference in the lives of working Georgians.

    House Bill 56 is one of them. It provides tuition grants to the spouses of public safety officers, law enforcement, firefighters, and prison guards who are killed or permanently disabled in the line of duty. These men and women put their lives on the line to protect us. The least we can do is make sure their families have the opportunity to keep moving forward. Whether it’s a young widow trying to go back to school or a spouse training for a new job, this bill helps them find stability after unimaginable loss.

    One of the most significant school safety measures advancing through committee this week is House Bill 268. This bill would require every public school to implement a mobile panic alert system that connects local and state emergency responders in real-time during a crisis and mandates that schools provide digital mapping data to help first responders quickly navigate campuses. It also directs GEMA to establish rules for this process and create a statewide alert system to track verified threats against schools. The bill allows school systems to be reimbursed for hiring student advocacy specialists and supports evidence-based programs for suicide awareness, youth violence prevention, and anonymous threat reporting. Additionally, it updates Georgia’s juvenile code to bring serious school-related crimes, like terroristic threats or acts, under the jurisdiction of superior courts, strengthens penalties for firearm-related offenses committed by minors, and establishes consequences for disrupting schools, buses, or bus stops. HB 268 gives our schools the tools they need to respond to emergencies and prevent them in the first place, all while keeping our children’s safety the top priority. I hope to see this measure on the Senate floor soon.

    On the Senate floor, we passed House Bill 340, known as the Distraction-Free Education Act. This bill tackles something many parents and teachers are already worried about: kids glued to their phones during school. HB 340 will require public schools to set rules that keep personal devices out of reach during the school day for students in grades K–8. That might mean phones stay in lockers, locked pouches, or are temporarily disabled using school-approved apps. The goal is simple: fewer distractions, fewer discipline issues and more time spent learning. Schools that have already tried this approach are seeing real improvements in student behavior and grades. This bill gives local schools the flexibility to set the policy that works best for their community.

    Our work on the state budget continued as well. In the Senate Appropriations Committee, we reviewed House Bill 68, the proposed budget for Fiscal Year 2026. I’m proud to say we’re holding the line on debt and cutting wasteful spending, while still making smart investments where they matter most: education, public safety, economic growth, and mental health services. We’re keeping Georgia the No. 1 state to do business, but we’re also making sure families in rural Georgia aren’t left behind. The full Senate body passed the FY 26 budget on Friday, and once the House agrees to our changes, it will head to Governor Kemp’s desk for his consideration.

    I’m proud to report that Senate Bill 72, the “Hope for Georgia Patients Act,” which I co-sponsored to support Georgians battling life-threatening or debilitating conditions, has passed the House and is now headed to the Governor’s desk. This important legislation expands access to investigational drugs, medical devices, and treatments for patients who have exhausted other options and desperately need hope. For many families, this bill could mean one more chance—one more treatment—when traditional medicine has fallen short. It’s about compassion, medical innovation, and doing the right thing for those who need it most. Whether we’re backing law enforcement, investing in education, or making government work better for our most vulnerable neighbors, I’ll always stand up for policies that put people first.

    I’m also incredibly proud to have carried House Bill 579 through the Senate. This bill tackles outdated and unnecessary red tape that has blocked too many skilled Georgians from putting their talents to work. HB 579 reforms our occupational licensing laws by streamlining how licenses are issued—allowing the licensing board division to grant licenses expeditiously when an applicant meets all licensing requirements. This means faster entry into the workforce for electricians, plumbers, HVAC technicians, and other tradespeople whose services are essential to our communities. It’s a common-sense fix that helps workers get on the job quicker, supports local businesses and entrepreneurs, and boosts our economy—especially in rural and growing areas like the 20th Senate District.

    My office is here to help with any questions or concerns as we approach the finish line. Don’t hesitate to reach out—we’re working for you.

    # # # #

    Sen. Larry Walker serves as Secretary of the Majority Caucus and Chairman of the Senate Committee on Insurance and Labor. He represents the 20th Senate District, which includes Bleckley, Dodge, Dooly, Laurens, Treutlen, Pulaski and Wilcox counties, as well as portions of Houston County.  He may be reached by phone at (404) 656-0095 or by email at Larry.Walker@senate.ga.gov.

    For all media inquiries, please reach out to SenatePressInquiries@senate.ga.gov.

    MIL OSI USA News

  • MIL-OSI USA: Statement on the Medical Freedom Act Veto

    Source: US State of Idaho

    “I urge the House and Senate to override the Governor’s veto of SB1023 and protect the rights of Idahoans. The Medical Freedom Act is the defining bill of this session—one that would protect Idahoans from government-imposed vaccine and mask mandates. Five years ago, COVID-19 brought chaos: lockdowns, mandates, business closures, school shutdowns, and restrictions that crushed our freedoms. In hindsight, the damage to our society, children, and economy was far worse than the virus itself. I ran for Attorney General because our State failed to protect our citizens from government overreach. The legislature now has the opportunity to do the right thing.”
    Attorney General Raúl Labrador

    MIL OSI USA News

  • MIL-OSI Global: Free open access needs to be the norm for Canadian research

    Source: The Conversation – Canada – By Richard Hayman, Associate Professor & Digital Initiatives Librarian, Mount Royal University

    Public access to research generates new ideas, informs policy decisions and fuels innovation and technological development. Open access to knowledge helps address social issues, enhance democracy and reduce inequality.

    These are key reasons why publicly funded research should be available to the public.

    Millions of research dollars

    The federal government’s 2024 budget shows that Canadian taxpayers have funded over $16 billion in research and development since 2016. Each year, millions of those research dollars flow from the Canadian Institutes of Health Research (CIHR), the Natural Sciences and Engineering Research Council of Canada (NSERC) and the Social Sciences and Humanities Research Council (SSHRC).

    These publicly funded federal agencies each offer unique grants and programs covering different research disciplines. When they work in unison, such as when setting research guidelines and policies that apply across all three agencies like the one described in this article, they are collectively known as the Tri-Agency. This money is an investment is Canada’s future, and researchers and their institutions rely on Tri-Agency funding to conduct and share their research.

    In 2015, the Tri-Agency implemented its open access (OA) policy requiring that most published research articles funded by Tri-Agency grants should be openly available in some format, and free to anyone anywhere, with no sharing or distribution restrictions.

    For Canadians and readers around the world, that means no subscription fees or paywalls. This mandate enshrined the principle that publicly funded research should be available to the public. It reached across disciplines by including research supported by all three funding bodies.

    Strengthening the open access mandate

    Following consultation with researchers, institutions, publishers, libraries, Indigenous advisers and others, the Tri-Agency released a draft revision of its open access policy in February 2025. This update explicitly mentions that Canadians at large are part of the research audience.

    Key improvements include eliminating the 12-month embargo period that allowed publishers to delay open access, and requiring researchers to use open copyright licenses (like Creative Commons). Authors must also maintain copyright over their works, including secondary publishing rights. Together these provisions ensure that research can be accessed, shared and used.

    The Tri-Agency plans to implement the new policy in January 2026, leaving some time for final revisions. This presents an opportunity to make the mandate even stronger.

    There is a need for researchers seeking national funding to commit to reporting on the openness of their research.
    (Shutterstock)

    Creating opportunities from open policy pitfalls

    Unfortunately, the revised policy repeats some mistakes from the past. Addressing just two key areas will improve accountability and transparency, and reinforce the commitment to making publicly funded research available to the public.

    1. Meaningful monitoring and reporting: A weakness in the existing and revised policy is a lack of effective compliance measures. Research evidence shows that mandating open access reinforces compliance compared to just recommending that authors to make their research open. Many Canadian researchers are meeting this mandate, but overall the Tri-Agency has a significant open access compliance problem.

    Even the Tri-Agency itself doesn’t know whether authors are meeting the current mandate.

    After a decade, the mandate doesn’t seem to be very effective. And nothing in the proposed revisions empowers authors or institutions to track and report on the open access status of their publications, or demonstrate they’ve met their open access expectations.




    Read more:
    Why we need open-source science innovation — not patents and paywalls


    Instead of repeating past shortcomings, a commitment to reporting and monitoring at organizational and Tri-Agency levels would help. There’s an opportunity here for collaboration.

    The Tri-Agency could commit to monitoring open access outcomes, and researchers seeking national funding could commit to reporting on the openness of their research. This would improve adherence, allow the Tri-Agency to highlight the benefits of public research funding, give Canadian researchers some time in the spotlight and strengthen public trust in our institutions.

    2. Reduce financial barriers and incentivize open access: Academic publishing is dominated by a small group of commercial scholarly publishers who profit by controlling access and distribution of research articles. These same publishers have successfully monetized open access by using article processing charges, or APCs.

    Under this model, authors must pay an extra publication fee to the journal to make their article open access, and many researchers are using research funds to pay expensive fees instead of directing that money toward more research. Similar to compliance rates, the Tri-Agency doesn’t know how much of their funding is being redirected to publishers as publication fees.

    These fees benefit for-profit publishers but are a barrier to research sharing. This is not the first call to remove the fees, and Canadian researchers themselves question whether research funds should be used to pay these costs. Worldwide, increasing publication costs are straining research funds and increasing inequities around who gets to publish.

    We have an opportunity to implement real change by requiring free open access in the updated mandate. With nearly 100 open research repositories registered in Canada, and over 13,000 fee-less journals registered in the Directory of Open Journals, paying to publish is unnecessary. The Tri-Agency could also limit the use of agency funding to pay these fees.

    Now is the time to act

    I am an academic librarian engaged in open publishing, and a researcher subject to the same funding mandate. In my professional opinion the policy updates prove that the Tri-Agency is committed to change.

    Now is the time to make the open access mandate stronger, by improved monitoring and by directing researchers toward free open access publishing options.

    The power to make these changes and put solutions in place all rests with the Tri-Agency. It’s in their hands. The fact that this policy is being revised right now means it’s the perfect time to explicitly support free and open access to research paid for by Canadians.

    As the Tri-Agency weighs feedback from recent public consultations, let us hope that policy-makers, universities, libraries, publishers and individual researchers will come together to make free and open access the norm.

    Richard Hayman has received SSHRC funding in the past. The views expressed here are his own and in no way influenced by SSHRC or any other organisation.

    ref. Free open access needs to be the norm for Canadian research – https://theconversation.com/free-open-access-needs-to-be-the-norm-for-canadian-research-252584

    MIL OSI – Global Reports

  • MIL-OSI Canada: Recovery program opens, supports healing for people in northern B.C.

    Source: Government of Canada regional news

    More people living with substance-use challenges now have access to treatment and recovery with the opening of the new Northern BC Therapeutic Community in Prince George.

    The recovery program has 25 publicly funded treatment and recovery beds and opened on March 13, 2025, following building renovations and program updates.

    “People living in B.C.’s northern communities need access to treatment and care as close to home as possible,” said Josie Osborne, Minister of Health. “As we expand services around the province, it is essential that people in remote communities can also connect with the right recovery options. These new beds in Prince George mean that more people will be able to access treatment and recovery services, while removing some of the significant barriers faced by people living in rural and remote communities.”

    The Northern BC Therapeutic Community is located 30 kilometres southwest of Prince George on the former Baldy Hughes site. It provides a safe environment for individuals to build community while focusing on recovery from substance-use challenges, and equips participants with the tools needed to sustain long-term success in their post-care journeys.  

    “When people need support in their recovery journey, every barrier removed helps them get closer to reaching their goals,” said Jonny Morris, CEO, Canadian Mental Health Association of B.C. “The new publicly funded treatment and recovery beds will help people access the supports they need, while staying closer to home – closing the distance and removing the financial costs that could otherwise hold them back. We are grateful to work with the Province of B.C. and Connective Support Society in providing these accessible, life-changing supports.”

    The Therapeutic Community is operated by Connective, a community-based social services non-profit organization working throughout B.C. and Yukon to create safe, healthy and inclusive communities. Program stays will last between six and 12 months, with after-care services available for one year after program completion. This new holistic model focuses on rebuilding physical, emotional, mental, and spiritual well-being using personal and social responsibility within the recovery community as a vehicle for growth and development.

    “As the toxic-drug crisis continues to cause tremendous harm in our communities, it is critical that we diversify the range of supports available for long-term recovery and stability,” said Mark Miller, CEO, Connective. “We are eager to offer this vital northern resource to those facing substance-use challenges, and to contribute our experience in response to this urgent and under-served need.”

    These 25 beds are part of the 180 publicly funded beds announced in January 2024 and surpasses that for a total of 190 beds. Since 2017, the Province has added more than 750 substance-use beds, bringing the total number of publicly funded substance-use beds throughout B.C. to 3,778.

    The Province is expanding treatment and recovery options in all regions of B.C. so more people can find the pathway to recovery that works for them. Adding bed-based services is one part of the government’s work to build up the entire continuum of mental-health and substance-use care for people to get the right support for them.

    Quotes:

    Amna Shah, parliamentary secretary for mental health and addictions –

    “The network of full-service support and care for people battling substance use is increasing in B.C. The opening of this therapeutic community removes an obstacle for people in northern communities seeking help and relief from substance-use challenges.”

    Debra Toporowski, parliamentary secretary for rural health –

    “No matter where people live in B.C., they should have access to treatment and recovery care. The opening of the Northern BC Therapeutic Community means that now people in northern B.C. have expanded access to treatment when they are ready to take the first courageous step in their recovery. These 25 beds represent hope and healing for people struggling with substance-use challenges and provide life-saving care for those seeking support.”

    Learn More:

    To find mental-health and substance-use supports in B.C., visit: https://helpstartshere.gov.bc.ca/

    To see the new data snapshot on mental health and substance use in B.C., visit: https://www2.gov.bc.ca/assets/gov/health/mental-health/building_a_mental_health_and_substance_use_system_of_care_snapshot.pdf

    MIL OSI Canada News

  • MIL-OSI Economics: Fueling tomorrow’s AI with new agentic capabilities and security innovations in Fabric 

    Source: Microsoft

    Headline: Fueling tomorrow’s AI with new agentic capabilities and security innovations in Fabric 

    The Microsoft Fabric Community Conference returns to Las Vegas this week—bigger and better than ever. Thank you to our attendees, speakers, customers, and dedicated teams for making FabCon 2025 an event to remember.

    Microsoft Fabric is a unified data platform that continues to transform businesses worldwide, with more than 19,000 organizations and 74% of Fortune 500 companies leveraging Fabric. At FabCon, customers from around the world will share how they are pushing the boundaries of data at scale and unlocking new possibilities for business innovation. 

    The London Stock Exchange (LSEG), for example, is leveraging Fabric to unify their data estates and efficiently process their data:

    “Microsoft Fabric has been pivotal in LSEG’s data platform modernization journey. With Fabric Spark as the core engine powering our customer facing enterprise data platform, LSEG manages large volumes of time critical financial markets data that require complex data quality and transformation rules, executed at scale and with consistent service levels. Combining this with the broader Fabric eco-system has opened up new and exciting customer experiences and AI-powered opportunities.” 

     —Phil Withey, Head of Architecture, LSEG Microsoft Partners

    Similarly, International Workplace Group (IWG) is revolutionizing its approach to data integration: 

    “Microsoft Fabric was a game changer because of its ability to create shortcuts without physically moving data from one place to another. Before, if I had to incorporate three sources, I had to create pipelines to bring in the data. That pipeline had a cost. The data movement had a cost. With Fabric, it’s two clicks and that’s it.” 

    —José Viegas, Senior Data Architect, IWG 

    We’re always listening and learning to further enable customer successes like these by delivering the latest innovations across the data estate. See how customers around the world are using Fabric to transform their teams and industries.

    New capabilities coming to Microsoft Fabric 

    Today, we’re enhancing the Fabric experience by unlocking new possibilities through key innovations designed to help strengthen security and harness the power of AI to streamline data workstreams like never before:

    Introducing OneLake security—an industry breakthrough in data protection 

    Managing granular data security across multiple applications and engines is complex, often resulting in excessive restrictions or accidental data exposures. That’s why we’re introducing OneLake security—an industry breakthrough in data protection. OneLake is Fabric’s unified data lake, which seamlessly connects your entire multi-cloud and on-premises data estate. All your teams get a single place to discover, explore, and manage their data—even within apps like Microsoft Teams and Excel. 

    Now with OneLake security, you can define access permissions once, and Fabric will enforce it consistently across all engines. Data owners can create security roles, refine permissions, and control access at the row and column levels to securely share data. For example, you can grant access to only certain folders, tables, or even rows in a lakehouse—restricting Personally Identifiable Information (PII) while keeping other data available. This security propagates automatically, so whether you query the data in SQL or visualize it in a Power BI report, you can only see what has been authorized. Check out the following demo to see OneLake security in action:

    We are thrilled to share that OneLake security will be available in preview within a few months. In the meantime, if you are interested in trying OneLake security on your workspaces and providing feedback, please visit this early access sign-up page.

    Empowering agentic AI by integrating Fabric data agents with Azure AI Foundry

    Data plays a critical role in agentic AI, enabling AI agents to operate independently, make informed decisions, and take meaningful actions. That’s why we are expanding capabilities and deepening integrations between our data and AI platforms. 

    Data agents (formerly known as AI skills) in Microsoft Fabric are AI-powered assistants that can learn, adapt, and deliver insights instantly, helping teams make better data-driven decisions. Fabric data agents not only retrieve data from OneLake, but they can reason over and understand the data—what it means, how it’s structured, and when it’s relevant. 

    Starting today, organizations can use Azure AI Foundry to connect customized, conversational agents, created in Fabric. AI developers can now use Azure AI Agent Service to securely ground AI agent outputs with enterprise knowledge in Fabric data agents, so that responses are accurate, relevant, and contextually aware. By combining Fabric’s sophisticated data analysis over enterprise data with Azure AI Foundry’s cutting-edge GenAI technology, businesses can create custom conversational AI agents leveraging domain expertise. 

    “Fabric data agents are a powerful and value-adding tool in data environments. Acting as a conversational capability layer, we can use data agents to ‘talk’ to our data, understand it, and derive different insights in support of our daily decision making.”

    —Maureen Tan, Head of AI Center of Expertise, NTT DATA

    Copilot and AI capabilities in Fabric will be available for all SKUs

    We are excited to announce that Copilot and AI capabilities will be enabled for all paid SKUs in Fabric, making these tools accessible to everyone within the coming weeks. This expansion is driven by your feedback about the impact Copilot in Microsoft Fabric has had on your productivity, and how broadening access to Copilot would benefit more teams. With this latest update, customers on F2 and above can use Copilot and AI capabilities, such as Fabric data agents, to streamline workflows, generate insights, and drive impactful decisions.

    Seamlessly migrate your data to Fabric 

    We are excited to announce the preview of a migration experience natively built into the Fabric UI, enabling Azure Synapse Analytics (data warehouse) customers to transition seamlessly to Microsoft Fabric. With a built-in, intelligent assessment, guided support, and AI-powered assistance, this experience simplifies migration of code and data while helping customers unlock Fabric’s unified data foundation, AI-driven analytics, and enhanced performance—without the complexity of traditional migrations. 

    Microsoft Fabric Community Conference

    Join us this year in Las Vegas for FabCon 2025.

    Additional Fabric innovations

    In addition to the above, we are introducing a series of updates across the Microsoft Fabric platform and its workloads. These advancements will further progress our commitments to our four core Fabric pillars: 

    • A complete, AI-powered data platform. 
    • An open, AI-ready data lake. 
    • Empowering AI-enabled business users. 
    • A mission-critical foundation. 

    Fabric is a complete AI-powered data platform

    Fabric is a unified, AI-powered data platform that fosters seamless collaboration across your organization. Today, we’re sharing new enhancements and capabilities that will further strengthen the Fabric platform and workloads, which will unlock even more possibilities for your data initiatives. 

    Platform enhancements: 

    • The preview of Command Line Interface (CLI) in Fabric introduces a new terminal that allows users and admins to execute commands across Fabric using interactive prompts or scripts, enabling a seamless, code-first experience without relying on clicks. 
    • The preview of new CI/CD enhancements expands support across the Fabric platform, including variable libraries for workspaces, Service Principal support for GitHub, and Deployment Pipelines Fabric APIs Phase II. 
    • The preview of User Data Functions introduces a way for developers to implement and reuse custom business logic in Fabric data science and data engineering workflows, streamlining development and improving efficiency. 
    • The general availability of the Terraform provider for Fabric, to help customers ensure deployments and management tasks are executed accurately and consistently. 
    • The general availability of Tags, which allows users to optimally describe items they own, and help enhance organization and discoverability of data in Fabric. 

    Data integration enhancements: 

    • The general availability of Apache Airflow job empowers customers to run their Apache Airflow DAGs in Microsoft Fabric, with a serverless Apache Airflow runtime. 
    • The general availability of the Copy job introduces a new simplified experience for customers who need to move data between different data sources and destinations. It also introduces support for batch and incremental data movement. 
    • The preview of key orchestration enhancements is now available, enabling the creation of metadata-driven pipelines that orchestrate Dataflow Gen2 (CI/CD) parameterized invocation from Data Pipelines 

    Real-time intelligence enhancements:

    • The general availability of Fabric Events transforms Fabric into an event-driven platform. Users can leverage the Real-Time hub to discover and subscribe to Fabric Events across OneLake, Fabric jobs, and Workspaces. 
    • The preview of new eventstream connectors which allows users to bring in data from additional non-Microsoft sources, including Weather, Solace PubSub+, ADX Table Streamify, MQTT v5, Event Grid Namespaces, and Confluent with Schema Registry. 

    Data Engineering and Data Science enhancements: 

    • The preview of Autoscale Billing for Spark helps optimize Spark job costs by offloading Data Engineering workloads to a serverless billing mode. Capacity admins can set a max capacity units (CUs) limit in capacity settings, ensuring Spark jobs use dedicated CUs instead of shared Fabric Capacity. 
    • The preview of AI functions provides powerful capabilities to apply LLM-powered transformations, such as summarization, classification, and text generation to your OneLake data—all with a single line of code.

    Partner/ISV integrations 

    • At Ignite, we announced the general availability of the Workload Development Toolkit (WDK) and introduced ISV workloads that bring new capabilities and value to our joint customers. We are excited to now announce the general availability of Fabric workloads from Osmos, Profisee, and PowerBI.tips, along with public previews of new workloads from Celonis, CluedIn, Neo4j, Lumel, Statsig, and Striim in the Fabric Workload Hub. In addition, CluedIn also announced a public preview of its integration with Open Mirroring in Fabric.

    Fabric is open with an AI-ready data lake 

    In addition to OneLake Security, we are also making enhancements to OneLake, including: 

    • A modern get-data experience with OneLake catalog integration in Microsoft Excel (in Office Insiders Fast) enables users to explore the OneLake catalog directly from Excel, expanding accessibility beyond the existing Microsoft Teams integration. 
    • Coming soon, we are releasing the general availability of on-premises data gateways support for Amazon S3, S3-compatible sources, and Google Cloud Platform allows users to create shortcuts to on-premises data sources hosted behind a firewall or within a Virtual Private Cloud. 
    • The enhancements for cross-tenant sharing, including the ability to share multiple tables at once, Lakehouse schemas, as well as tables from Fabric SQL databases, KQL databases, and OneLake shortcuts (coming soon). This shared data can now be accessed via SQL analytics endpoints and semantic models. 
    • An updated version of the Fabric Link to Dataverse preview enables even faster and more secure data virtualization from Dataverse, the data platform for the Power Platform and Dynamics 365, thanks to back-end improvements. We are also announcing a new Mirrored Dataverse option in Fabric. Learn more about both announcements. 

    Fabric empowers every business user with AI capabilities

    Fabric empowers business users to quickly uncover key insights in a Power BI report by simply asking Copilot. With AI-enhanced Q&A and intuitive visuals seamlessly embedded in Microsoft 365 apps, everyone can better understand and act on their data with ease. To further empower this mission, we’re announcing that: 

    • The preview of Direct Lake semantic models in Power BI desktop, which allows users to build Power BI semantic models for lightning-fast reports that query data directly from OneLake without scheduling refreshes and without data duplication. This feature will also enable users to add in tables from multiple Fabric artifacts in the same Direct Lake semantic model for ultimate reusability of OneLake data.

    Fabric provides a mission-critical foundation 

    Our final promise is that you can confidently deploy and manage Microsoft Fabric with category-leading performance, instant scalability, shared resilience, and built-in security, governance, and compliance. To further that mission, we’re excited to introduce several enhancements to our mission-critical promise, including: 

    Mission-critical foundation enhancement with Microsoft Purview:

    • Coming soon, the preview of Microsoft Purview for Copilot in Power BI. The integration will enable discovery of data risks such as sensitive data in user prompts and responses, protect sensitive data with Insider Risk Management to identify and investigate risky AI usage, and govern AI usage with audit, eDiscovery, retention policies, and non-compliant usage detection.  
    • Coming soon, we are expanding Purview Data Loss Prevention policies Fabric coverage beyond lakehouses and semantic models, to now also include Fabric KQL databases and mirrored databases. This will allow security admins to detect sensitive data uploads, such as SSNs, and trigger automated actions in more sources. 
    • The preview of Data Observability within the Unified Catalog to investigate the relationship between data products and any assets (including Fabric assets) associated with them to identify the root cause of quality issues. 

    Getting started with Microsoft Fabric 

    New customers can try out everything Fabric has to offer by signing up for a free 60-day trial—no credit card information required. Learn how to start your free trial. 

    If you’re considering purchasing Fabric and need help choosing a SKU, we’re excited to share that a new Fabric SKU Estimator will soon be available in public preview. Stay tuned. 

    Watch the action at the Fabric Conference

    To see these announcements in action, register and secure your spot today through Wednesday April 2, 2025. With over 200 expert-led sessions, you can join thousands of attendees who are diving deep into Microsoft Fabric, exploring innovations in AI, databases, analytics, business intelligence, and more.  

    Join us at FabCon 2025

    Explore additional resources for Microsoft Fabric 

    To learn more about Fabric:  

    Read additional blogs by industry-leading partners: 

    MIL OSI Economics

  • MIL-OSI USA: Ranking Members Mfume and Connolly Demand Answers from Postal Board of Governors on Sudden Departure of Postmaster General Louis DeJoy and Shady DOGE Agreement

    Source: United States House of Representatives – Congressman Kweisi Mfume (MD-07)

    WASHINGTON, D.C. —Today, Rep. Kweisi Mfume, Ranking Member of the Subcommittee on Government Operations, and Rep. Gerald E. Connolly, Ranking Member of the Committee on Oversight and Government Reform, sent a letter to Amber F. McReynolds, Chair of the United States Postal Service’s Board of Governors (the Governors), escalating Congress’s concerns that DOGE is attempting to actively undermine the stability and integrity of the Postal Service.  In their letter, the Ranking Members call for an immediate briefing from the Chair and Vice Chair of the Governors after the sudden departure of former Postmaster General Louis DeJoy directly after he signed an agreement with DOGE through the General Services Administration to assess operational activities and drive down costs.

    “We write regarding significant recent developments within the U.S. Postal Service (Postal Service) that call into question this public institution’s stability, integrity, and independence.  These concerns include repeated calls by President Trump and senior public officials to reorganize the Postal Service, a back-room agreement with Department of Government Efficiency (DOGE) representatives, and the sudden resignation of Postmaster General Louis DeJoy.  We respectfully request that the chair and vice chair of the U.S. Postal Service Board of Governors (the Governors) provide an immediate briefing on Postal Service operations and activities since January 20, 2025, including the Postmaster General’s agreement with DOGE and the General Services Administration (GSA) and the Postmaster General’s sudden departure thereafter,” wrote the Ranking Members. 

    In their letter, the Ranking Members outline a timeline of the Trump-Musk Administration’s concerning actions at the Postal Service: 

    • On March 24, 2025, the Washington Post reported that “[r]ecent tension between DeJoy and the Trump administration over the work of the U.S. DOGE Service contributed to the White House’s antipathy toward the mail chief.”  The reporting highlighted that the former Postmaster General “refused to give [DOGE officials] broad access to agency systems, according to four people familiar with the interactions.”
    • On March 13, 2025, Members of Congress learned that Postmaster General DeJoy signed agreements with “DOGE representatives” from GSA to assist the Postal Service in “identifying and achieving further efficiencies.”
    • On February 20, 2025, further reporting indicated that President Trump was preparing to fire the bipartisan Postal Board of Governors and unlawfully “merge” the Postal Service into the Commerce Department, “potentially throwing the 250-year-old mail provider and trillions of dollars of e-commerce transactions into turmoil.”
    • On December 14, 2024, the Washington Post reported that President Trump was considering actions to privatize the Postal Service.  

    “Based on the chaos left in DOGE’s wake, we have reason to believe that any DOGE effort to restructure the Postal Service could have a detrimental effect on the American people—jeopardizing the timely delivery of life-saving medications, mail-in ballots, important financial documents, and personal letters, especially in rural or less-profitable areas that the private sector does not serve,” concluded the Ranking Members.

    In his final public statement as Postmaster General, Mr. DeJoy highlighted that the Governors are working to appoint a permanent successor.  While the President seeks to consolidate power into the executive branch, federal law defines the Postal Service as an independent agency and requires the Postal Board of Governors—not the President—to appoint the Postmaster General.

    Click here to read the letter to the Board of Governors Chair Amber F. McReynolds.

    ###

    MIL OSI USA News

  • MIL-OSI USA: Florida Hurricane Recovery DR-4834-FL RU-033

    Source: US Federal Emergency Management Agency

    Headline: Florida Hurricane Recovery DR-4834-FL RU-033

    Florida Hurricane Recovery DR-4834-FL RU-033

    Florida Hurricane Recovery   Marc  31, 2025 (Distributed on Mondays) Key MessagesMore than 1,100 FEMA staff are on the ground in Florida to help survivors recover from Hurricanes Milton, Helene and Debby

     FEMA will continue to process applications, receive and manage appeals, conduct inspections and assist applicants and local officials with questions and information about recovery programs

    FEMA may call Floridians who applied for disaster assistance from unknown phone numbers

    It is important to answer these calls

    Survivors should return any missed phone calls

    Survivors who applied for FEMA assistance should continue to stay in touch with the agency to update their application

    Missing or outdated information could result in delays

    Homeowners and renters can update their contact information online at DisasterAssistance

    gov,by using the FEMA App or by phone at 800-621-3362

     Lines are open every day and help is available in most languages

    Hazard Mitigation Community Education Outreach FEMA Mitigation staff are onsite at big box stores to help homeowners learn ways to build back stronger against future storms

    These specialists can offer free improvement tips and proven methods for rebuilding in a way that can lessen damage from future disasters

    Insurance specialists are also available to answer NFIP questions

    As of March 31, the state of Florida has removed more than 36 million cubic yards of debris

    FEMA specialists will be available from March 27 through April 5 from 8:00 a

    m

    to 4:30 p

    m

    ET, Monday – Friday and on Saturday from 8:00 a

    m

    to 2:30 p

    m

    ET, at the following location:Charlotte County: Home Depot, 12621 McCall Road, Port Charlotte, FL 33981FEMA specialists will be available from March 31 through April 12 from 8:00 a

    m

    to 4:30 p

    m

    ET, Monday – Friday and on Saturday from 8:00 a

    m

    to 2:30 p

    m

    ET, at the following location:Lee County: Lowe’s, 285 SW 25th Lane, Cape Coral, FL 33914Debris RemovalAppealsSurvivors who applied for FEMA assistance will receive a decision letter in the mail or via email

    If survivors disagree with the decision about their eligibility, they can appeal within 60 days from the date on that letter

      If survivors have questions about their letter or how to appeal, they can call the FEMA Helpline at 800-621-3362

     FraudWe encourage survivors to be aware of fraud and scams and report any suspicious activity to local authorities

    For more information, visit: Be Alert to Fraud After Florida Hurricanes | FEMA

    govIndividual AssistanceAs of March 31, FEMA has approved a total of more than $1

    5 billion to help Floridians with losses from Milton, Helene and Debby, including: $734

    3 million approved for Hurricane Milton $753

    7 million approved for Hurricane Helene $56

    8 million approved for Hurricane DebbyFEMA may provide financial assistance to help displaced survivors rent temporary housing

     FEMA Rental Assistance is intended to cover the monthly rent amount, which may include a security deposit, at a place other than a damaged home

    The rental can be near the survivor’s job, home, school and place of worship

    The assistance may include essential utilities such as gas, oil, trash, sewer, electricity, and water, but not cable or Internet

    Public AssistanceFEMA has obligated over $1 billion in Public Assistance funds to aid Florida’s recovery from Hurricane Milton

     In just over two months from the date Hurricane Milton was presidentially declared, Public Assistance was able to obligate more than $1 billion to the state of Florida – something that has never been done before in Florida

    This rapid response highlights the partnership with the State of Florida to aid local governments’ efforts to help communities recover

    Milton: Category A (Debris) total obligated: $338,280,729      Milton: Category B (Emergency Protective Measures) total obligated: $647,677,699Helene: Category A (Debris) total obligated: $86,995,225       Helene: Category B (Emergency Protective Measures) total obligated: $348,183,066National Flood Insurance ProgramAs of March 31, NFIP has paid $6

    6 billion in claims to 60,884 claimants from Milton, Helene and Debby

    NFIP Information available online at https://www

    floodsmart

    gov/

    U

    S

     Small Business AdministrationDR-4806DR-4828DR-4834Applications: 1,949Applications: 21,361Applications: 44,612Dollars Approved: $39,401,071Dollars Approved: $758,941,081Dollars Approved: $672,442,659Additional ResourcesActivate Hope: Displaced survivors can apply for State Non-Congregate Sheltering by visiting the Activate Hope website at hopeflorida

    com and filling out the Assistance Request Form or by calling the Hope Florida support line at 833-GET-HOPE (833-438-4673)

    Florida 211: Whether it’s a natural or human-caused disaster, a mental health issue, searching for job training or a food pantry, Florida 211 connects people to help, with a caring human on the other end of the phone

    It’s a go-to, 24/7 free resource that can connect you with a wide range of social services and resources, including food, housing, utilities payment assistance, health care, transportation, childcare, employment opportunities, mental health crises, disaster information and assistance, and more

    FDEM Statewide Debris Dashboard: Debris Survey Results (Milton)

    Clean & Sanitize: FEMA may be able to provide up to $300 in one-time financial assistance to help with cleanup

     Clean and Sanitize Assistance | FEMA

    gov

    Multi-Agency Resource Centers: Florida Division of Emergency Management and local communities are operating these centers to assist residents with storm recovery

    FEMA specialists are available at most centers

     U

    S

    Department of Agriculture/Farm Services Agency: emergency_disaster_designation_declaration_process-factsheet

    pdf  FEMA & Citizenship: You or a member of your household must be U

    S

    citizen, non-U

    S

    citizen national or qualified non-citizen to qualify for FEMA assistance

    FEMA Rumor Response: Know what’s true and what isn’t

     Hurricane Rumor Response | FEMA

    govSmall Business Hurricane Recovery Grant Program FAQs | U

    S

    Chamber of Commerce FoundationMental health resources for Floridians For help with cleanup: Call 833-GET HOPETips for Mold CleanupFlorida Division of Emergency Management Updates: floridadisaster

    org/disaster-updates/storm-updates/Disaster Legal Hotline: 833-514-2940 
    lindsay

    tozer
    Mon, 03/31/2025 – 18:04

    MIL OSI USA News

  • MIL-OSI USA: One Week Remains to Apply for FEMA Assistance in North Carolina

    Source: US Federal Emergency Management Agency 2

    strong>HICKORY, N.C. – North Carolinians with uninsured damage or loss from Tropical Storm Helene have one week remaining to apply for FEMA financial assistance. The application deadline is April 7, 2025. 
    FEMA may be able to help with temporary lodging, basic home repairs, personal property loss or other disaster-caused needs. Homeowners and renters in these counties can apply: Alexander, Alleghany, Ashe, Avery, Buncombe, Burke, Cabarrus, Caldwell, Catawba, Cherokee, Clay, Cleveland, Forsyth, Gaston, Graham, Haywood, Henderson, Iredell, Jackson, Lee, Lincoln, Macon, Madison, McDowell, Mecklenburg, Mitchell, Nash, Polk, Rowan, Rutherford, Stanly, Surry, Swain, Transylvania, Union, Watauga, Wilkes, Yadkin and Yancey counties, and members of the Eastern Band of Cherokee Indians.
    There are several ways to apply: Go online to DisasterAssistance.gov, use the FEMA App, or call 800-621-3362. If you use a relay service, such as Video Relay Service (VRS), captioned telephone or other, give FEMA your number for that service. In some communities, local Resource Centers have FEMA specialists who can help residents apply.
    To view an accessible video on how to apply visit Three Ways to Apply for FEMA Disaster Assistance – YouTube. 

    MIL OSI USA News

  • MIL-OSI Security: Four More Defendants Indicted on Fraud and Money Laundering Charges Relating to International Lottery Scam Targeting Elderly

    Source: Office of United States Attorneys

    PITTSBURGH, Pa. – Four individuals have been indicted by a federal grand jury in Pittsburgh on charges of conspiracy to commit mail fraud, wire fraud, and money laundering, Acting United States Attorney Troy Rivetti announced today.

    Defendant Yonel Burnett, 28, of Jamaica, was charged in a two-count Indictment with conspiracy to commit mail fraud, wire fraud, and money laundering. Defendants Omar McKenzie, 34, of Lauderdale Lakes, Florida; Shemeca Shields, 29, of East Hartford, Connecticut; and Nicole Lamont, 30, of Eastham, Massachusetts, each were charged in a one-count Indictment with conspiracy to commit money laundering. Burnett and McKenzie were both arrested in Florida, on March 14 and March 27, 2025, respectively. Lamont was arrested in Massachusetts on March 23, 2025. Shields was arrested in Connecticut on March 26, 2025. The Indictments are related to those announced in December 2023 naming seven other co-conspirators, three of whom were extradited from Jamaica. (Read the release regarding the earlier Indictments here.)

    According to the Indictments, the defendants and their co-conspirators executed a fraud scheme that stole more than $4.5 million from elderly and vulnerable victims in the Western District of Pennsylvania and elsewhere in the United States. As part of that scheme, conspirators, including Burnett, contacted the victims and falsely told them that they had won a million- or multi-million-dollar sweepstakes, but needed to pay certain taxes and fees before they could claim their prize. These claims were often reinforced with forged documents purporting to describe the sweepstakes winnings and required taxes and fees, some of which bore the seals of government agencies. The conspirators then directed the victims to send money, including cash, checks, and money orders, to people designated by the conspirators. Some of these people were earlier victims of the lottery scam who had been unwittingly fooled into accepting and moving money on behalf of the members of the conspiracy. Others, including McKenzie, Lamont, and Shields, were themselves members of the conspiracy. After being laundered through a network of bank accounts and money mules, victim money was withdrawn by members of the conspiracy living in Jamaica.

    The law provides for a maximum total sentence of up to 20 years in prison, a fine of up to twice the pecuniary loss to any victim, or both. Under the federal Sentencing Guidelines, the actual sentence imposed would be based upon the seriousness of the offense(s) and the prior criminal history, if any, of the defendant.

    Assistant United States Attorney Jeffrey R. Bengel is prosecuting this case on behalf of the government.

    The Federal Bureau of Investigation, United States Postal Inspection Service, and Homeland Security Investigations conducted the investigation leading to the Indictments.

    The charges stem from the Department of Justice’s wide-ranging efforts to protect older adults from fraud and financial exploitation. Last week, for example, the U.S. Attorney’s Office for the Western District of Pennsylvania also announced the Indictment of a Dominican Republic man living in Cleveland, Ohio, for his participation in an organized crime group operating across Pennsylvania and Ohio to defraud victims out of tens of thousands of dollars through a grandparent fraud scam. As part of that scheme, scammers called a grandparent and impersonated their grandchild in a crisis such as an accident or arrest, and then asked the grandparent to send immediate financial assistance, which conspirators arranged to be picked up in Pennsylvania and delivered by Lyft and Uber drivers to the defendant in various locations in Northern Ohio. (Read the grandparent fraud scam release here.)

    An indictment is an accusation. A defendant is presumed innocent unless and until proven guilty.

    MIL Security OSI

  • MIL-OSI: Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Year Ended December 31, 2024

    Source: GlobeNewswire (MIL-OSI)

    TEL-AVIV, Israel, March 31, 2025 (GLOBE NEWSWIRE) — Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, Israel and USA, today reported the publication in Israel of financial statements for the year ended December 31, 2024 of Dorad Energy Ltd. (“Dorad”), in which Ellomay currently indirectly holds approximately 9.4% through its indirect 50% ownership of Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd.) (“Ellomay Luzon Energy”).

    On March 31, 2025, Amos Luzon Entrepreneurship and Energy Group Ltd. (the “Luzon Group”), an Israeli public company that currently holds the remaining 50% of Ellomay Luzon Energy, which, in turn, holds 18.75% of Dorad, published its annual report in Israel based on the requirements of the Israeli Securities Law, 1968. Based on applicable regulatory requirements, the annual report of the Luzon Group includes the financial statements of Dorad for the same period.

    The financial statements of Dorad for the year ended December 31, 2024 were prepared in accordance with International Financial Reporting Standards. Ellomay will include its indirect share of these results (through its holdings in Ellomay Luzon Energy) in its financial results and financial statements for this period. In an effort to provide Ellomay’s shareholders with access to Dorad’s financial results (which were published in Hebrew), Ellomay hereby provides a convenience translation to English of Dorad’s financial results.

    Dorad Financial Highlights

    • Dorad’s revenues for the year ended December 31, 2024 – approximately NIS 2,863.8 million.
    • Dorad’s operating profit for the year ended December 31, 2024 – approximately NIS 620.3 million.

    Based on the information provided by Dorad, the demand for electricity by Dorad’s customers is seasonal and is affected by, inter alia, the climate prevailing in that season. Since January 1, 2023, the months of the year are split into three seasons as follows: summer – June-September; winter – December-February; and intermediate (spring and autumn) – March-May and October-November. There is a higher demand for electricity during the winter and summer seasons, and the average electricity consumption is higher in these seasons than in the intermediate seasons and is even characterized by peak demands due to extreme climate conditions of heat or cold. In addition, Dorad’s revenues are affected by the change in load and time tariffs – TAOZ (an electricity tariff that varies across seasons and across the day in accordance with demand hour clusters), as, on average, TAOZ tariffs are higher in the summer season than in the intermediate and winter seasons. Due to various reasons, including the effects of the increase in the Israeli CPI impacting interest payments by Dorad on its credit facility, the results included herein may not be indicative of full year results in the future or comparable to full year results in the past.

    The financial statements of Dorad include a note concerning the war situation in Israel, which commenced on October 7, 2023, stating that Dorad estimated, based on the information it had as of February 27, 2025  (the date of approval of Dorad’s financial statements as of December 31, 2024), that the current events and the security escalation in Israel have an impact on its results but that the impact on its short-term business results will be immaterial. Dorad further notes that as this event is not under the control of Dorad, and factors such as the war and hostilities being resumed may affect Dorad’s assessments, and that as of the date of its financial statements, Dorad is unable to assess the extent of the impact of the war on its business activities and on its medium and long-term results. Dorad continues to regularly monitor the developments and is examining the effects on its operations and the value of its assets.

    In December 2024, Dorad received payment in an amount of approximately $130 million pursuant to an arbitration ruling in a derivative claim submitted by certain of its shareholders, which increased Dorad’s net profit for 2024 by approximately NIS 215.6 million (after the effect of taxes).

    A convenience translation to English of the financial results for Dorad as of December 31, 2024 and 2023 and for each of the three years ended December 31, 2023 is included at the end of this press release. Ellomay does not undertake to separately report Dorad’s financial results in a press release in the future. Neither Ellomay nor its independent public accountants have reviewed or consulted with the Luzon Group, Ellomay Luzon Energy or Dorad with respect to the financial results included in this press release.

    About Ellomay Capital Ltd.
    Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay focuses its business in the renewable energy and power sectors in Europe, USA and Israel.

    To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy, Spain, the Netherlands and Texas, USA, including:

    • Approximately 335.9 MW of operating solar power plants in Spain (including a 300 MW solar plant in owned by Talasol, which is 51% owned by the Company) and approximately 38 MW of operating solar power plants in Italy;
    • 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 850MW, representing about 6%-8% of Israel’s total current electricity consumption;
    • Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively;
    • 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;
    • Solar projects in Italy with an aggregate capacity of 294 MW that have reached “ready to build” status;
    • Solar projects in the Dallas Metropolitan area, Texas, USA with an aggregate capacity of approximately 27 MW that are placed in service and in process of connection to the grid and additional 22 MW are under construction.

    For more information about Ellomay, visit http://www.ellomay.com.

    Information Relating to Forward-Looking Statements

    This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements.  The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements, including changes in electricity prices and demand, continued war and hostilities and political and economic conditions generally in Israel, regulatory changes, the decisions of the Israeli Electricity Authority, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad, competition, changes in the supply and prices of resources required for the operation of the Dorad’s facilities and in the price of oil and electricity, changes in the Israeli CPI, changes in interest rates, seasonality, failure to obtain financing for the expansion of Dorad and other risks applicable to projects under development and construction, and other risks applicable to projects under development and construction, in addition to other risks and uncertainties associated with the Company’s and Dorad’s business that are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

    Contact:
    Kalia Rubenbach (Weintraub)
    CFO
    Tel: +972 (3) 797-1111
    Email: hilai@ellomay.com  

    Dorad Energy Ltd.

    Statements of Financial Position

      December 31 December 31
    2024 2023
    NIS thousands NIS thousands
    Current assets    
    Cash and cash equivalents 846,565 219,246
    Trade receivables and accrued income 185,625 211,866
    Other receivables 32,400 12,095
    Total current assets 1,064,590 443,207
         
         
    Restricted deposits 531,569 522,319
    Long- term Prepaid expenses 79,739 30,053
    Fixed assets 2,697,592 3,106,550
    Intangible assets 9,688 7,653
    Right of use assets 54,199 55,390
    Total non-current assets 3,372,787 3,721,965
         
    Total assets 4,437,377 4,165,172
         
         
    Current maturities of loans from banks 321,805 299,203
    Current maturities of lease liabilities 4,887 4,787
    Current tax liabilities 14,016
    Trade payables 168,637 166,089
    Other payables 14,971 31,446
    Total current liabilities 524,316 501,525
         
         
    Loans from banks 1,750,457 1,995,909
    Other long-term liabilities 60,987 12,943
    Long-term lease liabilities 46,809 47,618
    Provision for restoration and decommissioning 38,102 38,985
    Deferred tax liabilities 399,282 278,095
    Liabilities for employee benefits, net 160 160
    Total non-current liabilities 2,295,797 2,373,710
         
    Equity    
    Share capital 11 11
    Share premium 642,199 642,199
    Capital reserve for activities with shareholders 3,748 3,748
    Retained earnings 971,306 643,979
         
    Total equity 1,617,264 1,289,937
         
    Total liabilities and equity 4,437,377 4,165,172
         

    Dorad Energy Ltd.

    Statements of Profit or Loss

      2024 2023 2022
    NIS thousands NIS thousands NIS thousands
    Revenues 2,863,770 2,722,396 2,369,220
           
    Operating costs of the power plant      
    Energy costs 574,572 583,112 544,118
    Purchases of electricity and infrastructure services 1,372,618 1,244,646 1,088,127
    Depreciation and amortization 106,266 242,104 239,115
    Other operating costs 190,027 186,024 157,189
           
    Total operating costs of the power plant 2,243,483 2,255,886 2,028,549
           
    Profit from operating the power plant 620,287 466,510 340,671
           
    General and administrative expenses 23,929 27,668 24,066
    Other income 58 39
           
    Operating profit 596,416 438,881 316,605
           
    Financing income 184,939 45,286 52,131
    Financing expenses 193,825 209,773 271,116
           
    Financing expenses, net 8,886 164,487 218,985
           
    Profit before taxes on income 587,530 274,394 97,620
           
    Taxes on income 135,203 63,079 22,340
           
    Net profit for the year 452,327 211,315 75,280

    Dorad Energy Ltd.

    Statements of Changes in Shareholders’ Equity

          Capital    
        reserve for    
        activities with    
      Share controlling Retained  
    Share capital premium shareholders earnings Total
    NIS thousands NIS thousands NIS thousands NIS thousands NIS thousands
    For the year ended December 31, 2024          
               
    Balance as at January 1, 2024 11  642,199  3,748 643,979   1,289,937  
               
    Dividend distributed (125,000 ) (125,000 )
    Net profit for the year 452,327   452,327  
               
    Balance as at December 31, 2024 11 642,199 3,748 971,306   1,617,264  
    For the year ended December 31, 2023          
               
    Balance as at January 1, 2023 11 642,199 3,748 572,664   1,218,622  
               
    Dividend distributed (140,000 ) (140,000 )
    Net profit for the year 211,315   211,315  
               
    Balance as at December 31, 2023 11 642,199 3,748 643,979   1,289,937  
    For the year ended December 31, 2022          
               
    Balance as at January 1, 2022 11 642,199 3,748 497,384 1,143,342
               
    Net profit for the year 75,280 75,280
               
    Balance as at December 31, 2022 11 642,199 3,748 572,664 1,218,622

    Dorad Energy Ltd.

    Statements of Cash Flows

      2024   2023   2022  
    NIS thousands NIS thousands NIS thousands
    Cash flows from operating activities:      
    Profit for the year 452,327   211,315   75,280  
    Adjustments:      
    Depreciation, amortization, and diesel consumption 121,664   245,566   242,345  
    Taxes on income 135,203   63,079   22,340  
    Financing expenses, net 8,886   164,487   218,985  
      265,753   473,132   483,670  
           
    Change in trade receivables and accrued income 26,241   26,715   9,991  
    Change in other receivables (20,951 ) 20,714   7,480  
    Change in trade payables (10,361 ) (115,976 ) (127,907 )
    Change in other payables (3,481 ) 2,507   4,339  
    Change in other long-term liabilities (3,661 ) (4,586 ) 1,695  
       (12,213 ) (70,626 ) (104,402 )
    Taxes on income paid     (21,795 )
           
    Net cash from operating activities 705,867   613,821   432,753  
           
    Cash flows from investing activities:      
    Proceeds from settlement of financial derivatives 1,548   8,884   13,652  
    Decrease in long-term restricted deposits 17,500   40,887    
    Investment in fixed assets (44,132 ) (102,082 ) (110,715 )
    Proceeds from arbitration 337,905      
    Proceeds from insurance for damages to fixed assets 5,148      
    Investment in intangible assets (4,054 ) (3,162 ) (1,810 )
    Interest received 42,221   33,501   6,433  
    Net cash from )used in( investing activities 356,136   (21,972 ) (92,440 )
           
    Cash flows from financing activities:      
    Repayment of lease liability (4,984 ) (4,817 ) (4,726 )
    Repayment of loans from banks (284,570 ) (253,382 ) (255,705 )
    Dividends paid (142,500 ) (122,500 )  
    Interest paid (129,957 ) (151,220 ) (159,804 )
    Proceeds from arbitration 127,195      
           
    Net cash used in financing activities (434,816 ) (531,919 ) (420,235 )
           
    Net increase (decrease) in cash and cash equivalents 627,187   59,930   (79,922 )
           
    Effect of exchange rate fluctuations on cash and      
    cash equivalents 132   7,835   29,543  
    Cash and cash equivalents at beginning of year 219,246   151,481   201,860  
           
    Cash and cash equivalents at end of year 846,565   219,246   151,481  
    (a) Significant non-cash activity  
       
    Liability for gas agreements 56,208      

                                      

    The MIL Network

  • MIL-OSI: Duos Technologies Group Reports 4th Quarter and FY 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    Issues guidance following a transformative year with the Company adding two new business lines, significantly strengthening the Balance Sheet and demonstrating enhanced operational capabilities for additional services and consulting related to the fast power business.

    JACKSONVILLE, Fla., March 31, 2025 (GLOBE NEWSWIRE) — Duos Technologies Group, Inc. (“Duos” or the “Company”) (Nasdaq: DUOT) a provider of machine vision and artificial intelligence that analyzes fast moving vehicles, Edge Data Centers and power solutions, reported financial results for the fourth quarter (“Q4 2024”) and full year ended December 31, 2024.

    Fourth Quarter 2024 and Recent Operational Highlights

    • Signed Asset Management Agreement (“AMA”) with New APR Energy and Fortress Investment Group value at up to $42 million to manage 850MW of Gas-Powered Turbines. This agreement includes a 5% equity stake in the parent of New APR Energy and is the largest contract in the Company’s history.
    • Secured a $5 million advance payment for future services related to the AMA providing low-cost interim working capital as the Company grows.
    • Initiated marketing campaign targeted at the Tier 3 and Tier 4 data center markets for the provision of Duos Edge AI Edge Data Centers (“EDC”s).
    • Acquired six EDCs for initial deployments to Texas Regional Schools as “anchor” locations for service provisions.
    • Installed an initial EDC site in Amarillo, Texas with contract to include primary power for the support of installation site in addition to backup power.
    • Developing a high-density Data Center Park in Pampa, Texas in cooperation with New APR Energy and the Pampa Energy Center. The project includes the deployment of two Edge Data Centers and up to 500MW of bridging and permanent power, to support growing AI hyperscalers and HPC demands.
    • Added further intellectual property with patents covering the Railcar Inspection Portal (“RIP®”) and issued potential “IP Infraction” letters to a Class 1 railroad and its technology partner.
    • Scanned almost 10 million railcar images on over 700,000 unique railcars for the full year. This metric encompasses all railcars scanned at locations across the U.S., Canada, and Mexico, representing approximately 44% of the total freight car population in North America.
    • Entering 2025, the Company estimates $50.5 million of revenue in backlog including near-term extensions.
    • Completed an At-The-Market (“ATM”) capital raise for approximately $7.5 million with an average price of greater than $5.00 per share and low issuance costs.

    Fourth Quarter 2024 Financial Results
    It should be noted that the following Financial Results represent the consolidation of the Company with its subsidiaries Duos Technologies, Duos Edge AI, Inc., and Duos Energy Corporation.

    Total revenue for Q4 2024 decreased 4% to $1.46 million compared to $1.53 million in the fourth quarter of 2023 (“Q4 2023”). Total revenue for Q4 2024 includes approximately $1.43 million in recurring services and consulting revenue, an increase of 9% over the same period. The increase in recurring services and consulting revenues was driven by new revenue from power consulting work, which was not present in the comparative period.

    Cost of revenues for Q4 2024 increased 47% to $1.79 million compared to $1.22 million for Q4 2023. The increase in costs year-over-year stems from $548,121 in amortization expenses recorded in Q4 2024 to offset site revenue related to a nonmonetary transaction for the new services and data agreement signed during the second quarter of 2024. The Company also generated $415,580 in services and consulting revenue from power consulting work, which was provided at cost, further increasing the cost of revenue for services and consulting, which was also not present in the corresponding period of Q4, 2023.

    Gross margin for Q4 2024 decreased 209% to negative $330,000 compared to $303,000 for Q4 2023. The decline in margin during the quarter was a direct result of lower business activity timing in the technology systems area of the business as well as $415,580 in services and consulting revenue from power consulting work, which was largely provided at cost, and had a onetime dilutive effect on gross margin. These same project revenues and subsequent margin impacts were absent during Q4, 2023.

    Operating expenses for Q4 2024 decreased 21% to $2.76 million compared to $3.48 million for Q4 2023. The decrease in expenses is attributed to reductions in development and administrative costs due to the completion of certain activities and the impact of previously implemented cost reductions. The decrease in operating expenses was slightly offset by additional investments in sales resources for expansion of the commercial team in preparation of the business expansions planned for Power and Data Centers. Beginning in late Q3 2024 and throughout all of Q4 2024 the Company allocated personnel costs, typically recorded under operating expenses, to costs of revenue associated with power consulting efforts, allowing the Company to recover costs that it would not have otherwise allowing the Company to maintain certain key resources required for anticipated business growth.

    Net operating loss for Q4 2024 totaled $3.09 million compared to net operating loss of $3.18 million for Q4 2023. The decrease in net operating loss was as a result of planned reductions in operating expenses offset by anticipated lower revenues which resulted in an overall decrease in operating loss compared to the same quarter in 2023.

    Net loss for Q4 2024 totaled $3.41 million compared to a net loss of $3.16 million for Q4 2023 as a result of higher interest costs related to the acquisition of 3 Edge Data Centers.

    Cash and cash equivalents at December 31, 2024 totaled $6.27 million compared to $2.44 million at December 31, 2023. As of year-end, the Company had an additional $0.40 million in receivables, bolstering its liquidity position to approximately $6.67 million. Duos also had an additional $0.80 million of inventory as of December 31, 2024, consisting primarily of long-lead items for future RIP installations.

    Across January and February of 2025, the Company issued an aggregate of 633,683 shares of common stock at a weighted average price of $6.24 per share through its ATM offering program, generating total net proceeds of approximately $3,836,032.

    Full Year 2024 Financial Results

    Total revenue for the full year 2024, decreased 3% to $7.28 million, down from $7.47 million for 2023. Much of the decrease in overall revenues was due to ongoing customer-driven delays beyond the Company’s control related to the deployment of two high-speed transit-focused Railcar Inspection Portals (RIPs). Although the systems were largely ready in 2023, installation was delayed due to customer site preparation issues, which has prevented the Company from recognizing the next phase of revenue. However, in 2024, the Company secured an equitable adjustment as partial compensation for those delays and increased the total contract value by $1.4 million, a substantial portion of which was recognized during the year. The customer is now nearing completion of site preparation, and field installation is expected to progress in 2025 with anticipated completion in 2026. Meanwhile, the Company continued its transition toward a greater focus on AI software and support services. Services and consulting revenues increased by 31% compared to 2023, driven by the addition of new AI and subscription customers, higher service contract pricing, and $921,562 in new revenue from power consulting work, all which was not present in for the full year in 2023. Underlying recurring revenues also continued to grow as new maintenance contracts are being established on installations coming online during 2025. The Company anticipates continued growth in service revenue from both new and existing customers, supported by upcoming renewals, a growing backlog, and the next generation of technology systems currently in production and expected to be completed in 2025.

    Cost of revenues for the full year 2024, increased 11% to $6.81 million, up from $6.16 million in the same period of 2023. The increase in cost of revenues was driven by $1,569,311 in amortization expenses recorded in 2024 to offset site revenue related to a non-monetary transaction for the new services and data agreement signed during the second quarter of 2024. The Company also generated $921,562 in services and consulting revenue from power consulting work, which although was provided at cost, was partially performed by existing Duos staff. Part of the work was the retention of outside consultants further increasing the cost of revenue for services and consulting, which was also not present in the corresponding period of 2023, but prepared the Company for the signing of the Asset Management Agreement and expected significant revenue increases in 2025 and beyond. The Company continues to put into service additional artificial intelligence algorithms and maintenance and support services which are high margin and represent only marginal increases in the requisite costs to deliver these services. Cost of revenues on technology systems decreased during the period compared to the equivalent period in 2023 in line with the decline in project revenues. The decline in costs generally follows the same year-over-year trend as project revenues due to timing differences in major project work. This is primarily related to the procurement and manufacturing of transit-focused RIPs. As we are near the end of the manufacturing cycle and begin preparations for field installation in 2025, the cost of revenues for technology systems decreases accordingly. In contrast, during the same period in 2023, the Company was still progressing through the advanced stages of procurement and manufacturing for these RIPs.

    Gross margin for the full year 2024, decreased 64% to $469,000, down from $1.31 million in the same period of 2023. As noted above, the decline in margin was primarily driven by the timing of business activity related to the two high-speed, transit-focused Railcar Inspection Portals. In 2024, activity centered on the advanced stages of procurement and manufacturing for these systems, but customer driven delays in installation deferred the recognition of higher-margin revenue. Additionally, the Company generated $921,562 in services and consulting revenue from power consulting work that was provided at cost, which further diluted overall gross margin. These power consulting revenues, and their margin impacts were not present in 2023. The gross margin for 2024 was approximately 6%, compared to 18% in 2023. This decline also reflects the fixed nature of certain departmental costs and the evolving stage of project completion. When comparing year-over-year results, the timing of manufacturing and installation milestones should be taken into consideration, as they can significantly impact the gross margin profile in any given period.

    Operating expenses for the full year 2024, decreased 10% to $11.45 million, down from $12.76 million in the same period of 2023. There was a 43% increase in sales and marketing driven by continued investment in the commercial team, including the addition of professionals with extensive experience and leadership across the rail, Edge data center, and power industries. Research and development expenses declined by 16%, primarily due to lower personnel costs allocated to R&D and reduced testing as a result of completion of certain activities for prospective technologies. General and administration costs decreased by 18%, influenced by reductions in headcount and related personnel expenses, as well as a decline in non-cash amortization charges associated with the forfeiture of approximately 781,323 share options during 2024. Further contributing to the decrease were reductions in consulting and legal expenses compared to 2023.

    Net operating loss for the years ended, December 31, 2024 and 2023 were $10,983,526 and $11,446,566, respectively. The decrease in losses from operations during the year was the result of planned decreases in operating expenses, which offset the impact of lower revenues recorded in the period as a consequence of delays in going to field for the two high-speed RIPs for a passenger transit client, and the short term lower gross margins from the impact of the initial power industry consulting.

    Net loss for the years ended December 31, 2024 and 2023 was $10,764,457 and $11,241,718, respectively. The decrease in overall net loss was primarily attributable to a decrease in operating costs. Net loss per common share was $1.39 and $1.56 for the years ended December 31, 2024, and 2023, respectively, an improvement of $0.17 per share (basic). 

    Financial Outlook
    At the end of 2024, the Company’s contracts in backlog represented approximately $50.5 million in revenue, of which approximately $22.6 million is expected to be recognized in calendar 2025 not including an estimated $8.0 – $9.0 million in expected near-term awards and renewals. The remaining contract backlog consists of multi-year service and software agreements, along with project revenues extending through fiscal 2025, related to Duos Technologies, Duos Edge AI, and Duos Energy.

    Based on these committed contracts and near-term pending orders that are already performing or scheduled to be executed throughout the course of 2025, the Company is in a position to reinstate revenue expectations for the fiscal year ending December 31, 2025. The Company expects total revenue for 2025 to range between $28 million and $30 million, representing an increase of 285% to 312% from 2024. Duos expects this improvement in operating results to be reflected over the course of the full year in 2025.

    Management Commentary

    “Over the past several months, we have made significant progress across all three of our business lines—rail, edge computing, and power—while also expanding our investor base and analyst coverage,” said Duos Chief Executive Officer Chuck Ferry. “Our Railcar Inspection Portal continues to gain traction, with growing interest from both rail operators and government agencies, despite the industry’s slow adoption cycle. Meanwhile, Duos Edge AI is scaling quickly, with strong demand for our Edge Data Centers, particularly in underserved rural areas. We remain on track to deploy 15 pods by the end of 2025 and are actively exploring opportunities to accelerate that growth. At the same time, Duos Energy is capitalizing on unprecedented demand for behind-the-meter power solutions, securing contracts for 390MW in just the first three months of operation, with additional deals in negotiation. The synergies between our power and edge computing businesses have exceeded expectations, opening doors to new opportunities across both sectors. With strong execution and a diversified portfolio, we are well-positioned for continued growth and profitability in 2025 and beyond.”

    Conference Call
    The Company’s management will host a conference call today, March 31, 2025, at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results, followed by a question-and-answer period.

    Date:  Monday, March 31, 2025
    Time:  4:30 p.m. Eastern time (1:30 p.m. Pacific time)
    U.S. dial-in:  877-407-3088
    International dial-in: 201-389-0927
    Confirmation:  13751912
       

    Please call the conference telephone number 5-10 minutes prior to the start time of the conference call. An operator will register your name and organization.

    If you have any difficulty connecting with the conference call, please contact DUOT@duostech.com.

    The conference call will be broadcast live via telephone and available for online replay via the investor section of the Company’s website here.

    About Duos Technologies Group, Inc.
    Duos Technologies Group, Inc. (Nasdaq: DUOT), based in Jacksonville, Florida, through its wholly owned subsidiaries, Duos Technologies, Inc., Duos Edge AI, Inc., and Duos Energy Corporation, designs, develops, deploys and operates intelligent technology solutions for Machine Vision and Artificial Intelligence (“AI”) applications including real-time analysis of fast-moving vehicles, Edge Data Centers and power consulting. For more information, visit www.duostech.com, www.duosedge.ai and www.duosenergycorp.com.

    Forward- Looking Statements

    This news release includes forward-looking statements regarding the Company’s financial results and estimates and business prospects that involve substantial risks and uncertainties that could cause actual results to differ materially. Forward-looking statements relate to future events and typically address the Company’s expected future business and financial performance. The forward-looking statements in this news release relate to, among other things, information regarding anticipated timing for the installation, development and delivery dates of our systems; anticipated entry into additional contracts; anticipated effects of macro-economic factors (including effects relating to supply chain disruptions and inflation); timing with respect to revenue recognition; trends in the rate at which our costs increase relative to increases in our revenue; anticipated reductions in costs due to changes in the Company’s organizational structure; potential increases in revenue, including increases in recurring revenue; potential changes in gross margin (including the timing thereof); statements regarding our backlog and potential revenues deriving therefrom; and statements about future profitability and potential growth of the Company. Words such as “believe,” “expect,” “anticipate,” “should,” “plan,” “aim,” “will,” “may,” “should,” “could,” “intend,” “estimate,” “project,” “forecast,” “target,” “potential” and other words and terms of similar meaning, typically identify such forward-looking statements. Forward-looking statements involve risks and uncertainties and there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, the Company’s ability to continue as a going concern, the Company’s ability to generate sufficient cash to continue and expand operations, the competitive environment generally and in the Company’s specific market areas, changes in technology, the availability of and the terms of financing, changes in costs and availability of goods and services, economic conditions in general and in the Company’s specific market areas, changes in federal, state and/or local government laws and regulations potentially affecting the use of the Company’s technology, changes in operating strategy or development plans and the ability to attract and retain qualified personnel. The Company cautions that the foregoing list of risks, uncertainties and factors is not exclusive. Additional information concerning these and other risk factors is contained in the Company’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other filings filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, http://www.sec.gov. The Company believes its plans, intentions and expectations reflected in or suggested by these forward-looking statements are based on reasonable assumptions. No assurance, however, can be given that the Company will achieve or realize these plans, intentions or expectations. Indeed, it is likely that some of the Company’s assumptions may prove to be incorrect. The Company’s actual results and financial position may vary from those projected or implied in the forward-looking statements and the variances may be material. Each forward-looking statement speaks only as of the date of the particular statement. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any forward-looking statement is based, except as required by law. All subsequent written and oral forward-looking statements concerning the Company or other matters attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.

    DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
           
           
      For the Years Ended
      December 31,
      2024   2023
           
    REVENUES:      
    Technology systems $ 2,252,357     $ 3,618,022  
    Services and consulting   5,028,528       3,853,176  
           
    Total Revenues   7,280,885       7,471,198  
           
    COST OF REVENUES:      
    Technology systems   2,818,078       4,352,247  
    Services and consulting   3,993,592       1,810,070  
           
    Total Cost of Revenues   6,811,670       6,162,317  
           
    GROSS MARGIN   469,215       1,308,881  
           
    OPERATING EXPENSES:      
    Sales and marketing   2,138,431       1,493,309  
    Research and development   1,531,390       1,812,951  
    General and administration   7,782,920       9,449,187  
           
    Total Operating Expenses   11,452,741       12,755,447  
           
    LOSS FROM OPERATIONS   (10,983,526 )     (11,446,566 )
           
    OTHER INCOME (EXPENSES):      
    Interest expense   (286,114 )     (7,159 )
    Change in fair value of warrant liabilities   245,980       0  
    Gain on extinguishment of warrant liabilities   379,626       0  
    Other income, net   (120,423 )     212,007  
           
    Total Other Income (Expenses), net   219,069       204,848  
           
    NET LOSS $ (10,764,457 )   $ (11,241,718 )
           
           
    Basic and Diluted Net Loss Per Share $ (1.39 )   $ (1.56 )
           
           
    Weighted Average Shares-Basic and Diluted   7,736,281       7,204,177  
           
    DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
         
             
        December 31,   December 31,
        2024   2023
             
    ASSETS      
    CURRENT ASSETS:      
      Cash $ 6,266,296     $ 2,441,842  
      Accounts receivable, net   403,441       1,462,463  
      Contract assets   635,774       641,947  
      Inventory   605,356       1,526,165  
      Prepaid expenses and other current assets   176,338       184,478  
      Note Receivable, net          
             
      Total Current Assets   8,087,205       6,256,895  
             
      Inventory – non current   196,315        
      Property and equipment, net   2,771,779       726,507  
      Operating lease right of use asset – Office Lease   4,028,397       4,373,155  
      Financing lease right of use asset – Edge Data Centers   2,019,180        
      Security deposit   500,000       550,000  
             
    OTHER ASSETS:      
      Equity Investment – Sawgrass APR Holdings LLC   7,233,000        
      Intangible Asset, net   9,592,118        
      Note Receivable, net         153,750  
      Patents and trademarks, net   127,300       129,140  
      Software development costs, net   403,383       652,838  
      Total Other Assets   17,355,800       935,728  
             
    TOTAL ASSETS $ 34,958,677     $ 12,842,285  
             
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
             
    CURRENT LIABILITIES:      
      Accounts payable $ 969,822     $ 595,634  
      Notes payable – financing agreements   17,072       41,976  
      Accrued expenses   373,251       164,113  
      Operating lease obligations – Office Lease -current portion   798,556       779,087  
      Financing lease obligation – Edge Data Centers – current portion   367,451        
      Notes payable, net of discount – related parties   1,758,396        
      Contract liabilities, current   11,805,018       1,666,243  
             
      Total Current Liabilities   16,089,566       3,247,053  
             
      Contract liabilities, less current portion   11,016,134        
      Operating lease obligations – Office Lease, less current portion   3,867,042       4,228,718  
      Financing lease obligation – Edge Data Centers, less current portion   1,724,604        
             
      Total Liabilities   32,697,346       7,475,771  
             
    Commitments and Contingencies (Note 12)      
             
    STOCKHOLDERS’ EQUITY:      
      Preferred stock: $0.001 par value, 10,000,000 authorized, 9,441,000 shares available to be designated    
      Series A redeemable convertible preferred stock, $10 stated value per share,          
      500,000 shares designated; 0 and 0 issued and outstanding at December 31, 2024 and December 31, 2023, respectively,
      convertible into common stock at $6.30 per share      
      Series B convertible preferred stock, $1,000 stated value per share,          
      15,000 shares designated; 0 and 0 issued and outstanding at December 31, 2024    
      and December 31, 2023, respectively, convertible into common stock at $7 per share    
      Series C convertible preferred stock, $1,000 stated value per share,          
      5,000 shares designated; 0 and 0 issued      
      and outstanding at December 31, 2024 and December 31, 2023, respectively,      
      convertible into common stock at $5.50 per share      
      Series D convertible preferred stock, $1,000 stated value per share,   1       1  
      4,000 shares designated; 1,299 and 1,299 issued      
      and outstanding at December 31, 2024 and December 31, 2023, respectively,      
      convertible into common stock at $3.00 per share      
      Series E convertible preferred stock, $1,000 stated value per share,      
      30,000 shares designated; 13,500 and 11,500 issued      
      and outstanding at December 31, 2024 and December 31, 2023, respectively,   14       12  
      convertible into common stock at $2.61 and $3.00 per share, respectively,      
      Series F convertible preferred stock, $1,000 stated value per share,      
      5,000 shares designated; 0 and 0 issued      
      and outstanding at December 31, 2024 and December 31, 2023, respectively,          
      convertible into common stock at $6.20 per share      
             
      Common stock: $0.001 par value; 500,000,000 shares authorized,      
      8,922,576 and 7,306,663 shares issued, 8,921,252 and 7,305,339   8,921       7,306  
      shares outstanding at December 31, 2024 and December 31, 2023, respectively    
      Additional paid-in-capital   76,777,856       69,120,199  
      Accumulated deficit   (74,368,009 )     (63,603,552 )
      Sub-total   2,418,783       5,523,966  
      Less: Treasury stock (1,324 shares of common stock      
      at December 31, 2024 and December 31, 2023)   (157,452 )     (157,452 )
    Total Stockholders’ Equity   2,261,331       5,366,514  
             
    Total Liabilities and Stockholders’ Equity $ 34,958,677     $ 12,842,285  
             
    DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CASH FLOWS
     
      For the Years Ended
      December 31,
       2024     2023 
           
    Cash from operating activities:      
    Net loss $ (10,764,457 )   $ (11,241,718 )
    Adjustments to reconcile net loss to net cash used in operating activities:      
    Depreciation and amortization   2,161,722       550,201  
    Stock based compensation   108,981       710,047  
    Stock issued for services   165,000       143,065  
    Amortization of debt discount related to warrant liabilities   184,002        
    Fair value of warrant liabilities   (245,980 )      
    Gain on settlement of warrant liabilities   (379,626 )      
    Amortization of operating lease right of use asset – Office Lease   344,757       316,776  
    Amortization of lease right of use asset – Edge Data Centers   50,820        
    Provision for credit losses, accounts receivable   76,037        
    Provision for credit losses, note receivable   161,250        
    Write off of inventory   126,703        
    Changes in assets and liabilities:      
       Accounts receivable   982,985       1,955,800  
       Note receivable   (7,500 )     (153,750 )
       Contract assets   6,173       (216,225 )
       Inventory   52,700       (97,804 )
       Security deposit   50,000       50,000  
       Prepaid expenses and other current assets   414,091       744,771  
       Accounts payable   374,188       (1,694,756 )
       Accrued expenses   209,138       (289,209 )
       Operating lease obligation – Office Lease   (342,206 )     (232,007 )
       Lease obligation – Edge Data Centers   22,055        
       Contract liabilities   2,760,480       708,245  
           
    Net cash used in operating activities   (3,488,687 )     (8,746,564 )
           
    Cash flows from investing activities:      
        Purchase of patents/trademarks   (9,535 )     (69,327 )
        Purchase of software development         (527,896 )
        Purchase of fixed assets   (1,831,763 )     (496,686 )
           
    Net cash used in investing activities   (1,841,298 )     (1,093,909 )
           
    Cash flows from financing activities:      
       Repayments on financing agreements   (430,855 )     (520,529 )
       Repayment of finance lease         (22,851 )
       Proceeds from notes payable, related parties   2,200,000        
       Proceeds from warrant exercises   899,521        
       Proceeds from common stock issued   3,544,689        
       Stock issuance cost   (220,183 )     (25,797 )
       Proceeds from shares issued under Employee Stock Purchase Plan   166,265       230,400  
       Proceeds from preferred stock issued   2,995,002       11,500,000  
           
    Net cash provided by financing activities   9,154,439       11,161,223  
           
    Net increase in cash   3,824,454       1,320,750  
    Cash, beginning of year   2,441,842       1,121,092  
    Cash, end of year $ 6,266,296     $ 2,441,842  
           
    Supplemental Disclosure of Cash Flow Information:      
    Interest paid $ 3,865     $ 7,159  
    Taxes paid $ 20,126     $ 29,085  
           
    Supplemental Non-Cash Investing and Financing Activities:      
    Debt discount for warrant liability $ 625,606     $  
    Notes issued for financing of insurance premiums $ 434,883     $ 487,929  
    Transfer of inventory to fixed assets $ 545,091     $  
    Intangible asset acquired with contract liability $ 11,161,428     $  
    Equity Investment – Sawgrass APR Holdings LLC $ 7,233,000     $  
    Right of use asset and liability for Edge Data Centers $ 2,070,000     $  
           

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/c2f0eb27-5f9e-4015-9a56-d69465f6e1fd

    This press release was published by a CLEAR® Verified individual.

    The MIL Network

  • MIL-OSI: AleAnna, Inc. Reports Fiscal Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    A Series of Milestones, Including Public Listing, Were Achieved in 2024; Longanesi First Gas Production Has Been Achieved

    Fiscal Year 2024 and Recent Company Highlights:

    • Gas production at Longanesi has commenced as of March 13, 2025
    • Between March 2024 and July 2024, AleAnna successfully completed three separate strategic acquisitions of renewable natural gas (“RNG”) plant projects in Italy for aggregate consideration of approximately $9.7 million, which generated $1.4 million in electricity production revenue in 2024
    • On December 13, 2024, AleAnna completed its de-SPAC transaction and became publicly traded on Nasdaq under the ticker symbol “ANNA”
    • AleAnna ended fiscal year 2024 with approximately $28.3 million in cash and cash equivalents

    DALLAS, March 31, 2025 (GLOBE NEWSWIRE) — AleAnna, Inc. (“AleAnna” or the “Company”) (NASDAQ: ANNA) today reported results for fiscal year 2024. Fiscal year 2024 was a transformative year for the Company, highlighted by the successful completion of our de-SPAC public listing transaction. AleAnna also launched its RNG asset acquisition program to expand the Company’s renewable energy portfolio. At year-end, AleAnna had $28.3 million in cash and cash equivalents, providing a solid foundation to advance its strategic initiatives.

    More recently, in March 2025, AleAnna and its operating partner Padana reached a major milestone with the commencement of production at the Longanesi field, marking a significant step forward for the Company.

    Management Commentary

    Marco Brun, Chief Executive Officer, reflected on AleAnna’s milestone year and recent achievements: “2024 was a pivotal year for AleAnna as we successfully completed our de-SPAC transaction and became a publicly traded company. We also strengthened our position in Italy’s renewable natural gas sector with strategic acquisitions and secured a long-term gas sales agreement with Shell Energy Europe.

    “As we enter 2025, we are proud to have achieved first production and sales from Longanesi, marking a major milestone in our growth strategy. We remain committed to driving sustainable energy development while delivering value to our shareholders.”

    About AleAnna

    AleAnna is a technology-driven energy company focused on bringing sustainability and new supplies of low-carbon natural gas and RNG to Italy, aligning traditional energy operations with renewable solutions, with developments like the Longanesi field leading the way in supporting a responsible energy transition. With three conventional gas discoveries in Italy already made and fourteen new natural gas exploration projects planned this decade, AleAnna plays a pivotal role in Italy’s energy transition. Italy’s extensive infrastructure, featuring 33,000 kilometers of gas pipelines, three major gas storage facilities, and a strong base of existing RNG facilities, aligns with AleAnna’s commitment to sustainability. AleAnna’s RNG projects’ portfolio includes three plants under development and almost 100 projects representing approximately €1.1 billion potential investment in the next few years. AleAnna operates regional headquarters in Dallas, Texas, and Rome, Italy.

    Forward-Looking Statements

    The information included herein contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain statements, other than statements of present or historical fact included herein regarding AleAnna’s future operations, financial position, plans and objectives are forward-looking statements. When used herein, including any statements made in connection herewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” and other similar expressions are forward-looking statements. However, not all forward-looking statements contain such identifying words. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on AleAnna’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of AleAnna’s control. AleAnna’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements, which speak only as of the date made. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, but are not limited to, those under “Risk Factors” in AleAnna’s definitive proxy statement/prospectus filed by AleAnna with the SEC on November 21, 2024, as well as general economic conditions; AleAnna’s need for additional capital; risks associated with the growth of AleAnna’s business; and changes in the regulatory environment in which AleAnna operates. Additional information concerning these and other factors that may impact AleAnna’s expectations and projections can be found in filings it makes with the SEC, and other documents filed or to be filed with the SEC by AleAnna. SEC filings are available on the SEC’s website at www.sec.gov. Except as otherwise required by applicable law, AleAnna disclaims any duty to update any forward-looking statements, all expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof.

    Investor Relations Contact
    Bill Dirks
    wkdirks@aleannagroup.com

    Website
    https://www.aleannainc.com/

    ALEANNA, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
    FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

      For the Year Ended December 31,  
      2024     2023  
               
    Revenues $ 1,420,030     $  
               
    Operating expenses:          
    Cost of revenues $ 1,043,174     $  
    General and administrative   6,264,087       5,634,150  
    Depreciation   133,516        
    Accretion of asset retirement obligation   133,239       133,239  
    Business Combination transaction expenses   8,398,653        
    Total operating expenses   15,972,669       5,767,389  
               
    Operating loss   (14,552,639 )     (5,767,389 )
               
    Other income (expense):          
    Interest and other income (expense)   1,948,281       (102,041 )
    Change in fair value of derivative liability   173,177       708,869  
    Total other income (expense)   2,121,458       606,828  
    Net loss $ (12,431,181 )   $ (5,160,561 )
    Deemed dividend to Class 1 Preferred Units redemption value   (155,423,177 )     (53,219,200 )
    Net loss attributable to noncontrolling interests   87,511        
    Net loss attributable to Class A Common stockholders or holders of Common Member Units $ (167,766,847 )   $ (58,379,761 )
               
    Other comprehensive income (loss)          
    Currency translation adjustment   (1,548,154 )     218,908  
    Comprehensive loss   (13,979,335 )     (4,941,653 )
    Comprehensive loss attributable to noncontrolling interests   87,511        
    Total comprehensive loss attributable to Class A Common stockholders $ (13,891,824 )   $ (4,941,653 )
               
    Weighted average shares of Class A Common Stock outstanding, basic and diluted   38,286,170       31,643,646  
    Net loss per share of Class A Common Stock, basic and diluted $ (4.38 )   $ (1.84 )

    ALEANNA, INC.
    CONSOLIDATED BALANCE SHEETS
    AS OF DECEMBER 31, 2024 AND 2023

      December 31, 2024     December 31, 2023  
    ASSETS          
    Current Assets:          
    Cash and cash equivalents $ 28,330,159     $ 6,759,265  
    Accounts receivable   1,225,297        
    Prepaid expenses and other assets   1,666,155       27,485  
    Total Current Assets   31,221,611       6,786,750  
               
    Non-current assets:          
    Natural gas and other properties, successful efforts method   33,979,014       22,480,830  
    Renewable natural gas properties, net of accumulated depreciation of $132,094   9,296,039        
    Value-added tax refund receivable   6,845,030       4,425,353  
    Operating lease right-of-use assets   1,744,897        
    Total Non-current Assets   51,864,980       26,906,183  
    Total Assets $ 83,086,591     $ 33,692,933  
               
    LIABILITIES AND EQUITY          
    Current Liabilities:          
    Accounts payable and accrued expenses $ 2,204,208     $ 1,053,819  
    Related party payables         525,276  
    Lease liability, short-term   163,865        
    Derivative liability, at fair value         173,177  
    Total Current Liabilities   2,368,073       1,752,272  
               
    Non-current Liabilities:          
    Asset retirement obligation   4,375,919       4,242,680  
    Lease liability, long-term   1,579,443        
    Contingent consideration liability, long-term   24,994,315       26,482,682  
    Total Non-current Liabilities   30,949,677       30,725,362  
    Total Liabilities   33,317,750       32,477,634  
               
    Commitments and Contingencies (Note 6)          
               
    Temporary Equity:          
    Class 1 Preferred Units, no par value, 43,611 units authorized, issued and outstanding; liquidation preference $152,637,776 as of December 31, 2023         152,464,599  
               
    Stockholders’ and Members’ Equity:          
    Class A Common Stock, par value $0.0001 per share, 150,000,000 shares authorized, 40,560,433 shares issued and outstanding as of December 31, 2024   4,056        
    Class C Common Stock, par value $0.0001 per share, 70,000,000 shares authorized, 25,994,400 shares issued and outstanding as of December 31, 2024   2,599        
    Additional paid-in capital   226,722,424        
    Accumulated other comprehensive loss   (5,803,378 )     (4,859,933 )
    Accumulated deficit   (191,047,953 )     (146,389,367 )
    Noncontrolling interest   19,891,093        
    Total Equity (Deficit)   49,768,841       (151,249,300 )
    Total Liabilities and Equity $ 83,086,591     $ 33,692,933  
               

    The MIL Network

  • MIL-OSI: Binah Capital Group Reports Fourth Quarter and Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    – Grew Total Revenue 8% Year-over-Year to $45 Million in the Fourth Quarter 2024 –

    – Assets Under Management (“AuM”) Increased 13% Year-over-Year to $27 Billion –

    – GAAP Net Loss of $1.1 Million in the Fourth Quarter –

    – Grew Adjusted EBITDA*43% Year-Over-Year to $2.0 Million in the Fourth Quarter –

    NEW YORK, March 31, 2025 (GLOBE NEWSWIRE) — Binah Capital Group, Inc. (“Binah”, “Binah Capital” or the “Company”) (NASDAQ: BCG; BCGWW), a leading financial services enterprise that owns and operates a network of industry-leading firms empowering independent financial advisors, today announced results for the quarter and year ended December 31, 2024.

    “As we celebrate the one-year anniversary of our successful public listing, we’re pleased to deliver our 2024 fourth quarter results,” stated Craig Gould, Chief Executive Officer of Binah Capital Group. “Beyond our solid financial performance, we’ve accomplished several key milestones over the past year: closing of the business combination, forming Binah Capital Group, Inc. and listing on the NASDAQ, successful recruiting efforts, significantly reducing our cost of funding through the successful refinancing of our senior credit facility at favorable terms, and maintaining a mature and stable business despite ongoing market volatility.”

    “Looking ahead, we are off to a strong start in 2025, with a robust acquisition and recruiting pipeline. We continue to uncover many significant opportunities to onboard additional new businesses as we execute on our external growth strategy. Moreover, our hybrid-friendly business model, coupled with the favorable market for opportunities in our sector, we believe positions us well to deliver profitable, long-term growth as we work to create significant value for our shareholders.”

    ________________________________
    *Non-GAAP Financial Measures. Adjusted EBITDA is a non-GAAP financial measure defined as net income (loss) attributable to Binah adjusted for depreciation expense, amortization, interest expense, income tax and other non-cash and non-recurring items that in the judgement of management significantly impact the period-over-period assessment of performance and operating results that do not directly relate to business performance within Binah’s control. See the section captioned the “Non-GAAP Financial Measures” below for a detailed description and reconciliation of such Non-GAAP financial measures to their most directly comparable GAAP financial measures, as required by Regulation G.

    Fourth Quarter 2024 Key Highlights Compared to Prior Year Period

    • Total advisory and brokerage assets in the fourth quarter grew 13% year-over-year to $27 billion.
    • Total revenue increased 8% year-over-year to $45 million.
    • Gross profit of $8.5 million, compared to $9.0 million in the prior year period.
    • Total operating expenses were $9.6 million, compared to $7.8 million in the prior-year period. The change in operating expenses was primarily due to costs related to the re-financing of senior credit facility and public company operating expenses incurred in the fourth quarter but not incurred in the prior year.
    • GAAP net loss of $1.1 million, compared to GAAP net loss of $1.1 million in the prior year.
    • Adjusted EBITDA* grew 43% year-over-year to $2.0 million, which was primarily attributable to revenue growth, partially offset by higher expenses.

    Full Year 2024 Key Highlights Compared to 2023

    • Total revenue rose 1% year-over-year to $169 million.
    • Gross profit increased 1% year-over-year to $32 million.
    • Total operating expenses were $35 million, compared to $31 million in the prior-year. The change was primarily driven by costs related to the successful business combination, refinancing and public company related costs occurred in 2024 but were not incurred in 2023.
    • GAAP net loss of $5.3 million, compared to GAAP net income of $0.6 million in the prior year.
    • Adjusted EBITDA* of $6.3 million, compared to Adjusted EBITDA of $8.4 million in the prior year.
    • Further optimized the balance sheet through the successful refinance of its $20.0 million senior notes at more favorable terms than the prior facility.

    Liquidity and Capital

    The Company had cash and cash equivalents of $8 million and outstanding long-term debt of $25 million, as of December 31, 2024.

    _______________
    * See “Non-GAAP Financial Measures” below for additional information and a reconciliation to GAAP for all Non-GAAP metrics.

    About Binah Capital Group

    Binah Capital Group (“Binah Capital”, “Binah” or the “Company,” is a financial services enterprise that owns and operates a network of industry-leading firms that empower independent financial advisors. As a national broker-dealer aggregator, Binah specializes in delivering value through its innovative hybrid-friendly model, making it an optimal platform for RIAs navigating today’s complex financial landscape. Binah’s portfolio companies are built to help advisors run, manage, and execute commission-based business seamlessly while providing best in class resources to support their advisory practice. We don’t just offer tools—we cultivate partnerships. Binah Capital Group stands alongside RIAs as a trusted ally, delivering the structure, flexibility, and cutting-edge solutions they need to succeed in an increasingly competitive marketplace.

    For more, please visit: www.binahcap.com

    Contact:

    Binah Capital Investor Relations
    ir@binahcap.com

    Binah Capital Public Relations
    media@binahcap.com

    Non-GAAP Financial Measure

    EBITDA and Adjusted EBITDA are non-GAAP financial measures, defined as net income (loss) attributable to Binah adjusted for depreciation expense, amortization, interest expense, income tax and other non-cash and non-recurring items that in our judgement significantly impact the period-over-period assessment of performance and operating results that do not directly relate to business performance within Binah’s control. The Company presents EBITDA and Adjusted EBITDA because management believes that it can be a useful financial metric in understanding the Company’s earnings from operations. EBITDA and Adjusted EBITDA are not a measure of the Company’s financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. The principal limitations of EBITDA and Adjusted EBITDA are that they exclude certain expenses that are required by U.S. GAAP to be recorded in our consolidated financial statements. In addition, EBITDA and Adjusted EBITDA are subject to inherent limitations as these metrics reflect the exercise of judgment by management about which expenses are excluded or included in determining EBITDA and Adjusted EBITDA. A reconciliation of Adjusted EBITDA to Net income attributable to Binah Capital, the most directly comparable GAAP measure, and Adjusted EBITDA to EBITDA appears below.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. 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 Binah. Forward-looking statements include, but are not limited to statements regarding: Binah’s financial and operational outlook; Binah’s operational and financial strategies, including planned growth initiatives and the benefits thereof, Binah’s ability to successfully effect those strategies, and the expected results therefrom. These forward-looking statements generally are identified by the words “believe,” “project,” “estimate,” “expect,” ‎‎”intend,” “anticipate,” “goals,” “prospects,” “will,” “would,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or expressions).

    While Binah believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. The factors that could cause results to differ materially from those indicated by such forward-looking statements include, but are not limited to: our ability to comply with supervisory and regulatory compliance obligations, the risk we may be held liable for misconduct by our advisors; poor performance of our investment products and services; our ability to effectively maintain and enhance our brand and reputation; our ability to expand and retain our customer base; our future capital requirements and sources and uses of cash; the risk that an increase in government regulation of the industries and markets in which we operate could negatively impact our business; the impact of worldwide and regional political, military or economic conditions, including declines in foreign currencies in relation to the value of the U.S. dollar, hyperinflation, devaluation and significant political or civil disturbances in international markets; and the effectiveness of Binah’s control environment, including the identification of control deficiencies.

    These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties set forth in documents filed by Binah with ‎the U.S. Securities and Exchange Commission from time to time, including the Annual ‎Report on Form 10-K and Quarterly Reports on Form 10-Q and subsequent ‎periodic reports. 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. Binah cautions you not to place undue reliance on the ‎forward-looking statements contained in this press release. 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 Binah assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Binah does not give any assurance that it will achieve its expectations.

    Binah Capital Group Consolidated Balance Sheet

     
    BINAH CAPITAL GROUP, INC.
    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
    DECEMBER 31, 2024 AND 2023
     
    (in thousands, except share amounts)
                   
        2024   2023
    ASSETS              
    Assets:              
    Cash, cash equivalents and restricted cash   $ 8,486     $ 7,621  
    Receivables, net:              
    Commissions receivable     9,198       8,220  
    Due from clearing broker     873       631  
    Other     938       1,587  
    Property and equipment, net     599       974  
    Right of use assets     3,730       4,332  
    Intangible assets, net     1,021       1,580  
    Goodwill     39,839       39,839  
    Other assets     1,993       2,626  
                   
    TOTAL ASSETS   $ 66,677     $ 67,410  
                   
                   
    LIABILITIES AND STOCKHOLDERS’ EQUITY              
                   
    Liabilities:              
    Accounts payable, accrued expenses and other liabilities   $ 10,208     $ 9,082  
    Commissions payable     11,468       10,676  
    Operating lease liabilities     3,820       4,381  
    Notes payable, net of unamortized debt issuance costs of $739 and $645 as of December 31, 2024 and 2023, respectively     19,561       20,822  
    Promissory notes-affiliates     5,442       12,177  
    Due to members           5,169  
                   
    TOTAL LIABILITIES     50,499       62,307  
                   
    Mezzanine Equity:              
    Redeemable Series A Convertible Preferred Stock, par value $0.0001, 2,000,000 shares authorized, 1,555,000 shares outstanding at December 31, 2024     14,947        
    Stockholders’ Equity and Members’ Equity:              
    Series B Convertible Preferred Stock, par value $0.0001, 500,000 shares authorized, 150,000 shares outstanding at December 31, 2024     1,500        
    Common stock, $0.0001 par value, 55,000,000 authorized, 16,602,460 issued and outstanding at December 31, 2024            
    Additional paid-in-capital     22,984        
    Accumulated deficit     (23,253 )      
    Members’ Equity attributed to Legacy BMS Management Services LLC           5,103  
    Total Stockholders’ Equity, Mezzanine Equity and Members’ Equity Attributable to BMS Management Services LLC     16,178       5,103  
                   
    TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY   $ 66,677     $ 67,410  
                     

    Binah Capital Group Consolidated Statement of Operations

     
    BINAH CAPITAL GROUP, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS
    FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
    (in thousands, except per share amounts)
                 
        2024   2023
    Revenues:            
    Revenue from Contracts with Customers:            
    Commissions   $ 139,452     $ 138,191  
    Advisory fees     24,939       21,668  
    Total Revenue from Contracts with Customers     164,391       159,859  
    Interest and other income     4,512       8,096  
                 
    Total revenues     168,903       167,955  
                 
    Expenses:            
    Commissions and fees     136,932       136,169  
    Employee compensation and benefits     15,544       13,385  
    Rent and occupancy     1,150       1,189  
    Professional fees     6,971       4,709  
    Technology fees     1,292       2,457  
    Interest     4,026       5,119  
    Depreciation and amortization     1,019       1,216  
    Other     5,116       3,225  
                 
    Total expenses     172,050       167,469  
                 
    (Loss) income before provision for income taxes     (3,147 )     486  
                 
    Provision (benefit) for income taxes     1,415       (85 )
                 
    Net (loss) income   $ (4,562 )   $ 571  
                 
    Net income attributable to Legacy BMS Management Services LLC members     730        
                 
    Net loss attributable to Binah Capital Group, Inc.   $ (5,292 )      
                 
    Net loss per share basic and diluted   $ (0.32 )      
                 
    Weighted average shares basic and diluted     16,593        
                     

    Binah Capital Group Reconciliation of GAAP Net Income to EBITDA and Adjusted EBITDA

    EBITDA and Adjusted EBITDA are non-GAAP financial measures. EBITDA is defined as net income plus interest expense, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA plus non-recurring costs related to our business combination as well as re-financing the senior credit facility costs. The Company presents EBITDA and Adjusted EBITDA because management believes that it can be a useful financial metric in understanding the Company’s earnings from operations. EBITDA and Adjusted EBITDA are not a measure of the Company’s financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP.

    Below is a reconciliation of net income to EBITDA and EBITDA to Adjusted EBITDA for the periods presented (in millions):

        For the Years Ended December 31,
    EBITDA Reconciliation   2024   2023
    Net (loss) income   $ (4.6 )   $ 0.6  
    Interest expense     4.0       5.1  
    (Benefit) Provision for income taxes     1.4       (0.1 )
    Depreciation and amortization     1.0       1.2  
    EBITDA   $ 1.9     $ 6.8  
    Business combination and re-financing costs     4.4       1.6  
    Adjusted EBITDA   $ 6.3     $ 8.4  
                     

    The MIL Network

  • MIL-OSI: Wrap Technologies, Inc. Reports Fourth Quarter and Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    MIAMI, March 31, 2025 (GLOBE NEWSWIRE) — Wrap Technologies, Inc, (NASDAQ: WRAP) (“Wrap” or, the “Company”), a global leader in innovative public safety technologies and non-lethal tools, today announced financial and operating results for the fourth quarter and full year ended December 31, 2024.

    Q4 2024 Financial Results:

    • Revenue increased 47%, from $0.6 million in 2023 to $0.9 million in 2024.
    • Gross Profit improved by $0.7 million, rising from $(0.3) million in 2023 to $0.4million in 2024
    • Total Operating Expenses decreased 21%, from $6.3million in 2023 to $5.0million in 2024
    • Sales, General & Administrative (SG&A) Expenses declined 19%, from $5.8million in 2023 to $4.7million in 2024
    • Net Loss from Operations improved by $10.8million, decreasing from $(18.4) million in 2023 to $(7.6) million in 2024

    2024 Financial Results:

    • Revenue was $4.5 million in 2024, down 27% from $6.1million in 2023.
    • Cost of Revenue decreased 37%, from $3.2million in 2023 to $2.0million in 2024.
    • Gross Margin increased by over 7 percentage points, rising from 47% to over 54%.
    • Operating Loss improved 17%, decreasing from $(18.7) million in 2023 to $(15.6) million in 2024,
    • Net Loss improved 81%, from $(30.2) million in 2023 to $(5.9) million in 2024,

    Recent Operational Highlights:

    • October 2024: Wrap regained compliance with Nasdaq’s continued listing requirements.
    • November 2024: announced Wrap’s Go-Forward Strategy, including a new advanced manufacturing facility in Wise, Virginia, focused on innovation, job creation, and expanding Wrap’s presence in defense, education and public safety markets.
    • February 2025: introduced Wrap’s Managed Safety and Response (MSR) connected ecosystem, bringing together tools, technology and training to deliver real-time, integrated public safety support.
    • February 2025: acquired W1 Global, LLC, integrating former FBI, DEA, and DoD leadership into Wrap’s organization and enhancing its ability to deliver Made-in-America, end-to-end public safety and defense solutions.
    • February 2025: closed a $5.8 million private placement of the Company’s securities to support the execution of its go-forward strategy.
    • March 2025: expanded Wrap’s leadership in managed services with the addition of Joseph Bonavolonta, a 27-year FBI veteran, and Rob Heuchling, a 15-year FBI career, to scale the Company’s support offerings.
    • March 2025: appointed Stephen M. Renna, former Executive at the Export-Import Bank of the United States, to lead Wrap’s international growth and financing strategy, strengthening its global expansion efforts.

    2024 Management Commentary Summary:

    2024 was a transformational year for Wrap. The Company made a deliberate choice to restructure. This reset led to a significant reduction in monthly cash burn to approximately $600,000 on an annualized cash basis, which we believe allows for the rebuild of a sustainable and high-performing business.

    Despite a 27% decline in revenue to $4.5 million, we believe Wrap dramatically improved financial discipline, reducing cost of revenue by 37%, operating losses by 17%, and net losses by 81%. We believe these improvements show the success of the restructuring strategy.

    The Company’s BolaWrap remains as an entry-point into a broader public safety platform. Usage data collected by the Company shows officers deploy the device more frequently than any other on their belt when Wrap provides full support. Demand is expanding, both domestically and internationally, as restrictive use-of-force policies create a market need for early-stage de-escalation tools paired with robust training.

    Wrap’s product roadmap is evolving into an integrated, end-to-end solution, with agencies requesting complementary tools such as VR training, body cameras and additional services. The Company has begun to engage with U.S. government resources like EXIM Bank and the DoD’s Office of Strategic Capital to scale international expansion and support “Made in USA” public safety initiatives.

    Wrap revitalized every leadership role, assembling what we believe to be a high-caliber team with backgrounds across elite public and private sector institutions. The acquisition of W1 Global, LLC has already yielded new opportunities and expanded the Company’s reach into critical law enforcement networks, both domestic and global.

    Outlook:
    As we enter 2025, we believe Wrap is well positioned to capitalize on the groundwork laid during its transformation year. We anticipate measurable progress each quarter as we execute our strategy and scale operations.

    Key priorities for 2025 include:

    • Scaling Integrated Solutions: we expect to continue expanding beyond the BolaWrap into a full ecosystem of de-escalation tools, including training, VR simulation, and more.
    • Global Growth: we are leveraging U.S. government partnerships and resources (e.g., EXIM Bank, DoD) to support our international strategy. Several late-stage international deals are in motion, and we anticipate converting those into significant revenue opportunities.
    • Federal and Strategic Engagements: our recent additions to the team opens the door to U.S. federal funding programs and public safety initiatives, which we believe enables Wrap to serve as a trusted vendor for government-backed public safety efforts globally.
    • Innovation: the expanded talent bench is expected to provide new capabilities in high-trust, high-security sectors. We plan to productize and monetize these capabilities through partnerships, contracts and services.
    • Performance and Accountability: we are building a culture that rewards execution with compensation structures dependent upon results. We expect KPIs around product deployment, training efficacy, customer satisfaction and recurring revenue will guide our actions and investments.

    We believe the public safety market is at an inflection point, and believe that Wrap is positioned to lead a new era of non-lethal policing solutions. We believe our value proposition is more relevant than ever—officers and agencies need tools that de-escalate situations without force and communities are demanding safer outcomes.

    Our confidence is not theoretical—it’s reflected in the capital, commitment, and conviction of our leadership team.

    About Wrap Technologies, Inc.
    Wrap Technologies, Inc. (Nasdaq: WRAP) is a global leader in public safety solutions, bringing together cutting-edge technology with exceptional people to address the complex, modern day challenges facing public safety organizations.

    Wrap’s BolaWrap® solution is a safer way to gain compliance—without pain. This innovative, patented device deploys light, sound, and a Kevlar® tether to safely restrain individuals from a distance, giving officers critical time and space to manage non-compliant situations before resorting to higher-force options. The BolaWrap 150 does not shoot, strike, shock, or incapacitate—instead, it helps officers operate lower on the force continuum, reducing the risk of injury to both officers and subjects. Used by over 1,000 agencies across the U.S. and in 60 countries, BolaWrap® is backed by training certified by the International Association of Directors of Law Enforcement Standards and Training (IADLEST), reinforcing Wrap’s commitment to public safety through cutting-edge technology and expert training.

    Wrap Reality™ VR is an advanced, fully immersive training simulator designed to enhance decision-making under pressure. As a comprehensive public safety training platform, it provides first responders with realistic, interactive scenarios that reflect the evolving challenges of modern law enforcement. By offering a growing library of real-world situations, Wrap Reality™ equips officers with the skills and confidence to navigate high stakes encounters effectively, leading to safer outcomes for both responders and the communities they serve.

    Wrap’s Intrensic solution is an advanced body-worn camera and evidence management system built for efficiency, security, and transparency. Designed to meet the rigorous demands of modern law enforcement, Intrensic seamlessly captures, stores, and manages digital evidence, ensuring integrity and full chain-of-custody compliance. With automated workflows, secure cloud storage, and intuitive case management tools, it streamlines operations, reduces administrative burden, and enhances courtroom credibility.

    Trademark Information
    Wrap, the Wrap logo, BolaWrap®, Wrap Reality™ and Wrap Training Academy are trademarks of Wrap Technologies, Inc., some of which are registered in the U.S. and abroad. All other trade names used herein are either trademarks or registered trademarks of the respective holders.

    Cautionary Note on Forward-Looking Statements – Safe Harbor Statement
    This release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “anticipate,” “should”, “believe”, “target”, “project”, “goals”, “estimate”, “potential”, “predict”, “may”, “will”, “could”, “intend”, and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Moreover, forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the expected benefits of the acquisition of W1 Global, LLC, the Company’s ability to maintain compliance with the Nasdaq Capital Market’s listing standards; the Company’s ability to successfully implement training programs for the use of its products; the Company’s ability to manufacture and produce products for its customers; the Company’s ability to develop sales for its products; the market acceptance of existing and future products; the availability of funding to continue to finance operations; the complexity, expense and time associated with sales to law enforcement and government entities; the lengthy evaluation and sales cycle for the Company’s product solutions; product defects; litigation risks from alleged product-related injuries; risks of government regulations; the business impact of health crises or outbreaks of disease, such as epidemics or pandemics; the impact resulting from geopolitical conflicts and any resulting sanctions; the ability to obtain export licenses for counties outside of the United States; the ability to obtain patents and defend intellectual property against competitors; the impact of competitive products and solutions; and the Company’s ability to maintain and enhance its brand, as well as other risk factors mentioned in the Company’s most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q, and other Securities and Exchange Commission filings. These forward-looking statements are made as of the date of this release and were based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.

    Investor Relations Contact:
    (800) 583-2652
    ir@wrap.com

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